Common use of Payment of Legal Fees Clause in Contracts

Payment of Legal Fees. The Bank is aware that after a Change in Control management of the Bank could cause or attempt to cause the Bank to refuse to comply with its obligations under this Agreement or could institute or cause or attempt to cause the Bank to institute litigation seeking to have this Agreement declared unenforceable or could take or attempt to take other action to deny the Executive the benefits intended under this Agreement. In these circumstances the purpose of this Agreement would be frustrated. The Bank desires that the Executive not be required to incur the expenses associated with the enforcement of rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder. The Bank desires that the Executive not be forced to negotiate settlement of rights under this Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive that (x) the Bank has failed to comply with any of its obligations under this Agreement, or (y) the Bank or any other person has taken any action to declare this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Bank irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s choice, at the Bank’s expense as provided in this section 9.11, to represent the Executive in the initiation or defense of any litigation or other legal action, whether by or against the Bank or any director, officer, stockholder, or other person affiliated with the Bank, in any jurisdiction. Despite any existing or previous attorney-client relationship between the Bank and any counsel chosen by the Executive under this section 9.11, the Bank irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, and the Bank and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section shall be paid or reimbursed to the Executive by the Bank on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by counsel in accordance with counsel’s customary practices, up to a maximum aggregate amount of $500,000, whether suit be brought or not, and whether or not incurred in trial, bankruptcy, or appellate proceedings. The Bank’s obligation to pay the Executive’s legal fees under this section 9.11 operates separately from and in addition to any legal fee reimbursement obligation the Bank may have with the Executive under any separate employment, severance, or other agreement between the Executive and the Bank. Despite anything in this section 9.11 to the contrary however, the Bank shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR 359.3].

Payment of Legal Fees. The Bank Employer is aware that after a Change in Control management of the Bank could cause or attempt to cause the Bank Employer to refuse to comply with its obligations under this Agreement Agreement, or could institute or cause or attempt to cause the Bank Employer to institute litigation seeking to have this Agreement declared unenforceable unenforceable, or could take or attempt to take other action to deny the Executive the benefits intended under this Agreement. In these circumstances the purpose of this Agreement would be frustrated. The Bank Employer desires that the Executive not be required to incur the expenses associated with the enforcement of rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder. The Bank Employer desires that the Executive not be forced to negotiate settlement of rights under this Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive that (x) the Bank Employer has failed to comply with any of its obligations under this Agreement, or (y) the Bank Employer or any other person has taken any action to declare this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Bank Employer irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s choice, at the BankEmployer’s expense as provided in this section 9.117.9, to represent the Executive in the initiation or defense of any litigation or other legal action, whether by or against the Bank Employer or any director, officer, stockholder, or other person affiliated with the BankEmployer, in any jurisdiction. Despite any existing or previous attorney-client relationship between the Bank Employer and any counsel chosen by the Executive under this section 9.117.9, the Bank Employer irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, and the Bank Employer and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section shall be paid or reimbursed to the Executive by the Bank Employer on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by counsel in accordance with counsel’s customary practices, up to a maximum aggregate amount of $500,000, whether suit be brought or not, and whether or not incurred in trial, bankruptcy, or appellate proceedings. The BankEmployer’s obligation to pay the Executive’s legal fees under provided by this section 9.11 7.9 operates separately from and in addition to any legal fee reimbursement obligation the Bank Employer may have with the Executive under any separate employment, severance, severance or other agreement between the Executive and the Bankagreement. Despite anything in this section 9.11 Agreement to the contrary contrary, however, the Bank Employer shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation Xxxxxxxxxxx [12 CFR 00 XXX 359.3].

Payment of Legal Fees. The Bank is aware that after a Change in Control management of the Bank could cause or attempt to cause the Bank to refuse to comply with its obligations under this Agreement Agreement, or could institute or cause or attempt to cause the Bank to institute litigation seeking to have this Agreement declared unenforceable unenforceable, or could take or attempt to take other action to deny the Executive Director the benefits intended under this Agreement. In these circumstances the purpose of this Agreement would be frustrated. The Bank desires intends that the Executive Director not be required to incur the expenses associated with the enforcement of rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive Director hereunder. The Bank desires intends that the Executive Director not be forced to negotiate settlement of rights under this Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive Director that (x) the Bank has failed to comply with any of its obligations under this Agreement, or (y) the Bank or any other person has taken any action to declare this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive Director the benefits intended to be provided to the Executive Director hereunder, the Bank irrevocably authorizes the Executive Director from time to time to retain counsel of the ExecutiveDirector’s choice, at the Bank’s expense as provided in this section 9.118.13, to represent the Executive Director in the initiation or defense of any litigation or other legal action, whether by or against the Bank or any director, officer, stockholder, or other person affiliated with the Bank, in any jurisdiction. Despite any existing or previous attorney-client relationship between the Bank and any counsel chosen by the Executive Director under this section 9.118.13, the Bank irrevocably consents to the Executive Director entering into an attorney-client relationship with that counsel, and the Bank and the Executive Director agree that a confidential relationship shall exist between the Executive Director and that counsel. The fees and expenses of counsel selected from time to time by the Executive Director as provided in this section shall be paid or reimbursed to the Executive Director by the Bank on a regular, periodic basis upon presentation by the Executive Director of a statement or statements prepared by counsel in accordance with counsel’s customary practices, up to a maximum aggregate amount of $500,000125,000, whether suit be brought or not, not and regardless of whether or not incurred in trial, bankruptcy, or appellate proceedings. The Bank’s obligation to pay the ExecutiveDirector’s legal fees under provided by this section 9.11 8.13 operates separately from and in addition to any legal fee reimbursement obligation the Bank may have with the Executive Director under any separate employment, severance, or other agreement between the Executive Director and the Bank. Despite anything in any contrary provision within this section 9.11 to the contrary Agreement however, the Bank shall not be required to pay or reimburse the ExecutiveDirector’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR 359.3].

Payment of Legal Fees. The Bank is aware that after a Change in Control management of the Bank could cause or attempt to cause the Bank to refuse to comply with its obligations under this Agreement Agreement, or could institute or cause or attempt to cause the Bank to institute litigation seeking to have this Agreement declared unenforceable unenforceable, or could take or attempt to take other action to deny the Executive the benefits intended under this Agreement. In these circumstances the purpose of this Agreement would be frustrated. The Bank desires that the Executive not be required to incur the expenses associated with the enforcement of rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder. The Bank desires that the Executive not be forced to negotiate settlement of rights under this Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive that (x) the Bank has failed to comply with any of its obligations under this Agreement, or (y) the Bank or any other person has taken any action to declare this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Bank irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s choice, at the Bank’s expense as provided in this section 9.11, to represent the Executive in the initiation or defense of any litigation or other legal action, whether by or against the Bank or any director, officer, stockholder, or other person affiliated with the Bank, in any jurisdiction. Despite any existing or previous attorney-client relationship between the Bank and any counsel chosen by the Executive under this section 9.11, the Bank irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, and the Bank and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section shall be paid or reimbursed to the Executive by the Bank on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by counsel in accordance with counsel’s customary practices, up to a maximum aggregate amount of $500,000, whether suit be brought or not, and whether or not incurred in trial, bankruptcy, or appellate proceedings. The Bank’s obligation to pay the Executive’s legal fees under this section 9.11 operates separately from and in addition to any legal fee reimbursement obligation the Bank may have with the Executive under any separate employment, severance, or other agreement between the Executive and the Bank. Despite anything in this section 9.11 to the contrary however, the Bank shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR 359.3].

Payment of Legal Fees. The Bank is aware that after a Change in Control management of the Bank could cause or attempt to cause the Bank to refuse to comply with its obligations under this Agreement Agreement, or could institute or cause or attempt to cause the Bank to institute litigation seeking to have this Agreement declared unenforceable unenforceable, or could take or attempt to take other action to deny the Executive Director the benefits intended under this Agreement. In these circumstances circumstances, the purpose of this Agreement would be frustrated. The It is the intention of the Bank desires that the Executive Director not be required to incur the expenses associated with the enforcement of his rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive Director hereunder. The It is the intention of the Bank desires that the Executive Director not be forced to negotiate settlement of his rights under this Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive Director that (xa) the Bank has failed to comply with any of its obligations under this Agreement, or (yb) the Bank or any other person has taken any action to declare this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive Director the benefits intended to be provided to the Executive Director hereunder, the Bank irrevocably authorizes the Executive Director from time to time to retain counsel of the Executive’s his choice, at the Bank’s expense of the Bank as provided in this section 9.11Section 8.13, to represent the Executive Director in connection with the initiation or defense of any litigation or other legal action, whether by or against the Bank or any director, officer, stockholder, or other person affiliated with the Bank, in any jurisdiction. Despite Notwithstanding any existing or previous attorney-client relationship between the Bank and any counsel chosen by the Executive Director under this section 9.11Section 8.13, the Bank irrevocably consents to the Executive Director entering into an attorney-client relationship with that counsel, and the Bank and the Executive Director agree that a confidential relationship shall exist between the Executive Director and that counsel. The fees and expenses of counsel selected from time to time by the Executive Director as provided in this section shall be paid or reimbursed to the Executive Director by the Bank on a regular, periodic basis upon presentation by the Executive Director of a statement or statements prepared by such counsel in accordance with such counsel’s 's customary practices, up to a maximum aggregate amount of $500,000, whether suit be brought or not, and whether or not incurred in trial, bankruptcy, or appellate proceedings25,000. The Bank’s 's obligation to pay the Executive’s Director's legal fees under provided by this section 9.11 Section 8.13 operates separately from and in addition to any legal fee reimbursement obligation the Bank may have with the Executive Director under any separate employment, severance, or other agreement between the Executive Director and the Bank. Despite anything in this section 9.11 to the contrary however, the Bank shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR 359.3].

Payment of Legal Fees. The Bank is aware that after a Change in Control management of the Bank could cause or attempt to cause the Bank to refuse to comply with its obligations under this Agreement Agreement, or could institute or cause or attempt to cause the Bank to institute litigation seeking to have this Agreement declared unenforceable unenforceable, or could take or attempt to take other action to deny the Executive the benefits intended under this Agreement. In these circumstances the purpose of this Agreement would be frustrated. The Bank desires that the Executive not be required to incur the expenses associated with the enforcement of rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder. The Bank desires that the Executive not be forced to negotiate settlement of rights under this Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive that (x) the Bank has failed to comply with any of its obligations under this Agreement, or (y) the Bank or any other person has taken any action to declare this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Bank irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s choice, at the Bank’s expense as provided in this section 9.118.13, to represent the Executive in the initiation or defense of any litigation or other legal action, whether by or against the Bank or any director, officer, stockholder, stockholder or other person affiliated with the Bank, in any jurisdiction. Despite any existing or previous attorney-client relationship between the Bank and any counsel chosen by the Executive under this section 9.118.13, the Bank irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, and the Bank and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section shall be paid or reimbursed to the Executive by the Bank on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by counsel in accordance with counsel’s customary practices, up to a maximum aggregate amount of $500,000, whether suit be brought or not, not and regardless of whether or not incurred in trial, bankruptcy, or appellate proceedings. The Bank’s obligation to pay the Executive’s legal fees under provided by this section 9.11 8.13 operates separately from and in addition to any legal fee reimbursement obligation the Bank or the Bank’s parent Cortland Bancorp may have with the Executive under any separate employmenta severance or employment agreement by and among the Executive, severance, or other agreement between the Executive and the Bank, and Cortland Bancorp. Despite anything in any contrary provision within this section 9.11 to the contrary Agreement however, the Bank shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation Xxxxxxxxxxx [12 CFR 00 XXX 359.3].

Payment of Legal Fees. The Bank is aware that after a Change in Control management of the Bank could cause or attempt to cause the Bank to refuse to comply with its obligations under this Agreement Agreement, or could institute or cause or attempt to cause the Bank to institute litigation seeking to have this Agreement declared unenforceable unenforceable, or could take or attempt to take other action to deny the Executive the benefits intended under this Agreement. In these circumstances circumstances, the purpose of this Agreement would be frustrated. The It is the intention of the Bank desires that the Executive not be required to incur the expenses associated with the enforcement of his rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder. The It is the intention of the Bank desires that the Executive not be forced to negotiate settlement of his rights under this Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive that (xa) the Bank has failed to comply with any of its obligations under this Agreement, or (yb) the Bank or any other person has taken any action to declare this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Bank irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s his choice, at the Bank’s expense of the Bank as provided in this section 9.11Section 7.13, to represent the Executive in connection with the initiation or defense of any litigation or other legal action, whether by or against the Bank or any director, officer, stockholder, or other person affiliated with the Bank, in any jurisdiction. Despite Notwithstanding any existing or previous attorney-client relationship between the Bank and any counsel chosen by the Executive under this section 9.11Section 7.13, the Bank irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, and the Bank and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section shall be paid or reimbursed to the Executive by the Bank on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by such counsel in accordance with such counsel’s customary practices, up to a maximum aggregate amount of $500,000, whether suit be brought or not, and whether or not incurred in trial, bankruptcy, or appellate proceedings. The Bank’s obligation to pay the Executive’s legal fees under provided by this section 9.11 Section 7.13 operates separately from and in addition to any legal fee reimbursement obligation the Bank may have with the Executive under any separate employment, severance, or other agreement between the Executive and the Bank. Despite anything in this section 9.11 to the contrary however, the Bank shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR 359.3].

Payment of Legal Fees. The Bank Employer is aware that after a Change in Control Control, management of the Bank Employer or its successor could cause or attempt to cause the Bank Employer to refuse to comply with its obligations under this Agreement or could institute or cause or attempt Agreement, including the possible pursuit of litigation to cause the Bank to institute litigation seeking to have this Agreement declared unenforceable or could take or attempt to take other action to deny the Executive the benefits intended avoid its obligations under this Agreement. In these circumstances circumstances, the purpose of this Agreement would be frustrated. The Bank desires It is the Employer's intention that the Executive Employee not be required to incur the expenses associated with the enforcement of his rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive Employee hereunder. The Bank desires It is the Employer's intention that the Executive Employee not be forced to negotiate settlement of his rights under this Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive Employee that (xa) the Bank Employer has failed to comply with any of its obligations under this Agreement, or (yb) the Bank Employer or any other person has taken any action to declare avoid its obligations under this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive hereunderAgreement, the Bank Employer irrevocably authorizes the Executive Employee from time to time to retain counsel of the Executive’s his choice, at the Bank’s expense of the Employer as provided in this section 9.11Section 12, to represent the Executive Employee in connection with the initiation or defense of any litigation or other legal action, whether by or against the Bank Employer or any director, officer, stockholder, or other person affiliated with the BankEmployer, in any jurisdiction. Despite Notwithstanding any existing or previous attorney-client relationship between the Bank Employer and any counsel chosen by the Executive Employee under this section 9.11Section 12, the Bank Employer irrevocably consents to the Executive Employee entering into an attorney-client relationship with that counsel, and the Bank Employer and the Executive Employee agree that a confidential relationship shall exist between the Executive Employee and that counsel. The fees and expenses of counsel selected from time to time by the Executive Employee as provided in this section Section 12 shall be paid or reimbursed to the Executive Employee by the Bank Employer on a regular, periodic basis upon presentation by the Executive Employee of a statement or statements prepared by such counsel in accordance with such counsel’s 's customary practices, up to a maximum aggregate amount of $500,000, whether suit be brought or not, and whether or not incurred in trial, bankruptcy, or appellate proceedings. The Bank’s Employer's obligation to reimburse Employee for legal fees as provided under this Section 12 and any separate employment, deferred compensation, severance or other agreement between the Employee and the Employer shall not exceed $200,000 in the aggregate. Accordingly, the Employer's obligation to pay the Executive’s Employee's legal fees under provided by this section 9.11 operates separately from and in addition to Section 12 shall be offset by any legal fee reimbursement obligation the Bank Employer may have with the Executive Employee under any separate employment, severancedeferred compensation, severance or other agreement between the Executive Employee and the Bank. Despite anything in this section 9.11 to the contrary however, the Bank shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR 359.3]Employer.

Payment of Legal Fees. The Bank is aware that after a Change in Control management of the Bank could cause or attempt to cause the Bank to refuse to comply with its obligations under this Agreement Agreement, or could institute or cause or attempt to cause the Bank to institute litigation seeking to have this Agreement declared unenforceable unenforceable, or could take or attempt to take other action to deny the Executive Director the benefits intended under this Agreement. In these circumstances circumstances, the purpose of this Agreement would be frustrated. The It is the intention of the Bank desires that the Executive Director not be required to incur the expenses associated with the enforcement of his rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive Director hereunder. The It is the intention of the Bank desires that the Executive Director not be forced to negotiate settlement of his rights under this Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive Director that (xa) the Bank has failed to comply with any of its obligations under this Agreement, or (yb) the Bank or any other person has taken any action to declare this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive Director the benefits intended to be provided to the Executive Director hereunder, the Bank irrevocably authorizes the Executive Director from time to time to retain counsel of the Executive’s his choice, at the Bank’s expense of the Bank as provided in this section 9.11Section 10.2, to represent the Executive Director in connection with the initiation or defense of any litigation or other legal action, whether by or against the Bank or any director, officer, stockholder, or other person affiliated with the Bank, in any jurisdiction. Despite Notwithstanding any existing or previous attorney-client relationship between the Bank and any counsel chosen by the Executive Director under this section 9.11Section 10.2, the Bank irrevocably consents to the Executive Director entering into an attorney-client relationship with that counsel, and the Bank and the Executive Director agree that a confidential relationship shall exist between the Executive Director and that counsel. The fees and expenses of counsel selected from time to time by the Executive Director as provided in this section shall be paid or reimbursed to the Executive Director by the Bank on a regular, periodic basis upon presentation by the Executive Director of a statement or statements prepared by such counsel in accordance with such counsel’s customary practices, up to a maximum aggregate amount of $500,000100,000, whether suit be brought or not, and whether or not incurred in trial, bankruptcy, or appellate proceedings. The Bank’s obligation to pay the ExecutiveDirector’s legal fees under provided by this section 9.11 Section 10.2 operates separately from and in addition to any legal fee reimbursement obligation the Bank may have with the Executive Director under any separate employment, severance, or other agreement between the Executive Director and the Bank. Despite anything in this section 9.11 to the contrary however, the Bank shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR 359.3].

Payment of Legal Fees. The Bank Employer is aware that after a Change in Control management of the Bank could cause or attempt to cause the Bank Employer to refuse to comply with its obligations under this Agreement Agreement, or could institute or cause or attempt to cause the Bank Employer to institute litigation seeking to have this Agreement declared unenforceable unenforceable, or could take or attempt to take other action to deny the Executive the benefits intended under this Agreement. In these circumstances the purpose of this Agreement would be frustrated. The Bank Employer desires that the Executive not be required to incur the expenses associated with the enforcement of rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder. The Bank Employer desires that the Executive not be forced to negotiate settlement of rights under this Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive that (x) the Bank Employer has failed to comply with any of its obligations under this Agreement, or (y) the Bank Employer or any other person has taken any action to declare this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Bank Employer irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s choice, at the BankEmployer’s expense as provided in this section 9.118.8, to represent the Executive in the initiation or defense of any litigation or other legal action, whether by or against the Bank Employer or any director, officer, stockholder, or other person affiliated with the BankEmployer, in any jurisdiction. Despite any existing or previous attorney-client relationship between the Bank Employer and any counsel chosen by the Executive under this section 9.118.8, the Bank Employer irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, and the Bank Employer and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section shall be paid or reimbursed to the Executive by the Bank Employer on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by counsel in accordance with counsel’s customary practices, up to a maximum aggregate amount of $500,000, whether suit be brought or not, and whether or not incurred in trial, bankruptcy, or appellate proceedings. The BankEmployer’s obligation to pay the Executive’s legal fees under provided by this section 9.11 8.8 operates separately from and in addition to any legal fee reimbursement obligation the Bank Employer may have with the Executive under any separate employment, severance, severance or other agreement between the Executive and the Bankagreement. Despite anything in this section 9.11 Agreement to the contrary contrary, however, the Bank Employer shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR 359.3]. Despite anything in this Agreement to the contrary, however, the Employer shall not be required to pay or reimburse Executive’s legal expenses under this section 8.8 if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR 359.3].

Payment of Legal Fees. The Bank Middlefield is aware that after a Change in Control management of the Bank could cause or attempt to cause the Bank Middlefield to refuse to comply with its obligations under this Agreement Severance Agreement, or could institute or cause or attempt to cause the Bank Middlefield to institute litigation seeking to have this Severance Agreement declared unenforceable unenforceable, or could take or attempt to take other action to deny the Executive the benefits intended under this Severance Agreement. In these circumstances circumstances, the purpose of this Severance Agreement would be frustrated. The Bank desires It is Middlefield’s intention that the Executive not be required to incur the expenses associated with the enforcement of rights under this Severance Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder. The Bank desires It is Middlefield’s intention that the Executive not be forced to negotiate settlement of rights under this Severance Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive that (x) the Bank Middlefield has failed to comply with any of its obligations under this Severance Agreement, or (y) the Bank Middlefield or any other person has taken any action to declare this Severance Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Bank Middlefield irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s choice, at the BankMiddlefield’s expense as provided in this section 9.118, to represent the Executive in connection with the initiation or defense of any litigation or other legal action, whether by or against the Bank Middlefield or any director, officer, stockholder, or other person affiliated with the BankMiddlefield, in any jurisdiction. Despite any existing or previous attorney-client relationship between the Bank Middlefield and any counsel chosen by the Executive under this section 9.118, the Bank Middlefield irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, counsel and the Bank Middlefield and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section shall be paid or reimbursed to the Executive by the Bank Middlefield on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by such counsel in accordance with such counsel’s customary practices, up to a maximum aggregate amount of $500,000, whether suit be brought or not, and whether or not incurred in trial, bankruptcy, or appellate proceedings. The BankMiddlefield’s obligation to pay the Executive’s legal fees under this section 9.11 8 operates separately from and in addition to any legal fee reimbursement obligation the Bank Middlefield may have with the Executive under any separate employment, severance, severance or other agreement between the Executive and the Bankagreement. Despite anything in any contrary provision of this section 9.11 to the contrary Severance Agreement however, the Bank Middlefield shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR 359.3].

Payment of Legal Fees. The Bank is aware that after a Change in Control management of the Bank could cause or attempt to cause the Bank to refuse to comply with its obligations under this Agreement Agreement, or could institute or cause or attempt to cause the Bank to institute litigation seeking to have this Agreement declared unenforceable unenforceable, or could take or attempt to take other action to deny the Executive the benefits intended under this Agreement. In these circumstances the purpose of this Agreement would be frustrated. The Bank desires that the Executive not be required to incur the expenses associated with the enforcement of rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder. The Bank desires that the Executive not be forced to negotiate settlement of rights under this Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive that (x) the Bank has failed to comply with any of its obligations under this Agreement, or (y) the Bank or any other person has taken any action to declare this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Bank irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s choice, at the Bank’s expense as provided in this section 9.118.13, to represent the Executive in the initiation or defense of any litigation or other legal action, whether by or against the Bank or any director, officer, stockholder, stockholder or other person affiliated with the Bank, in any jurisdiction. Despite any existing or previous attorney-client relationship between the Bank and any counsel chosen by the Executive under this section 9.118.13, the Bank irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, and the Bank and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section shall be paid or reimbursed to the Executive by the Bank on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by counsel in accordance with counsel’s customary practices, up to a maximum aggregate amount of $500,000, whether suit be brought or not, not and regardless of whether or not incurred in trial, bankruptcy, or appellate proceedings. The Bank’s obligation to pay the Executive’s legal fees under provided by this section 9.11 8.13 operates separately from and in addition to any legal fee reimbursement obligation the Bank or the Bank’s parent Cortland Bancorp may have with the Executive under any separate employmenta severance or employment agreement by and among the Executive, severance, or other agreement between the Executive and the Bank, and Cortland Bancorp. Despite anything in any contrary provision within this section 9.11 to the contrary Agreement however, the Bank shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation Xxxxxxxxxxx [12 CFR 00 XXX 359.3].

Payment of Legal Fees. The Bank is aware that after a Change in Control management of the Bank could cause or attempt to cause the Bank to refuse to comply with its obligations under this Agreement Agreement, or could institute or cause or attempt to cause the Bank to institute litigation seeking to have this Agreement declared unenforceable unenforceable, or could take or attempt to take other action to deny the Executive Director the benefits intended under this Agreement. In these circumstances circumstances, the purpose of this Agreement would be frustrated. The It is the intention of the Bank desires that the Executive Director not be required to incur the expenses associated with the enforcement of rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive Director hereunder. The It is the intention of the Bank desires that the Executive Director not be forced to negotiate settlement of the Director’s rights under this Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive Director that (x) the Bank has failed to comply with any of its obligations under this Agreement, or (y) the Bank or any other person has taken any action to declare this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive Director the benefits intended to be provided to the Executive Director hereunder, the Bank irrevocably authorizes the Executive Director from time to time to retain counsel of the ExecutiveDirector’s choice, at the Bank’s expense of the Bank as provided in this section 9.118.2, to represent the Executive Director in connection with the initiation or defense of any litigation or other legal action, whether by or against the Bank or any director, officer, stockholder, or other person affiliated with the Bank, in any jurisdiction. Despite any existing or previous attorney-client relationship between the Bank and any counsel chosen by the Executive Director under this section 9.118.2, the Bank irrevocably consents to the Executive Director entering into an attorney-client relationship with that counsel, and the Bank and the Executive Director agree that a confidential relationship shall exist between the Executive Director and that counsel. The fees and expenses of counsel selected from time to time by the Executive Director as provided in this section shall be paid or reimbursed to the Executive Director by the Bank on a regular, periodic basis upon presentation by the Executive Director of a statement or statements prepared by such counsel in accordance with such counsel’s customary practices, up to a maximum aggregate amount of $500,000100,000, whether suit be brought or not, and whether or not incurred in trial, bankruptcy, or appellate proceedings. The Bank’s obligation to pay the ExecutiveDirector’s legal fees under provided by this section 9.11 8.2 operates separately from and in addition to any legal fee reimbursement obligation the Bank may have with the Executive Director under any separate employment, severance, or other agreement between the Executive Director and the Bank. Despite anything in this section 9.11 to the contrary however, the Bank shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR 359.3].

Payment of Legal Fees. The Bank is aware that after a Change in Control management of the Bank could cause or attempt to cause the Bank to refuse to comply with its obligations under this Agreement Agreement, or could institute or cause or attempt to cause the Bank to institute litigation seeking to have this Agreement declared unenforceable unenforceable, or could take or attempt to take other action to deny the Executive the benefits intended under this Agreement. In these circumstances the purpose of this Agreement would be frustrated. The Bank desires intends that the Executive not be required to incur the expenses associated with the enforcement of rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder. The Bank desires intends that the Executive not be forced to negotiate settlement of rights under this Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive that (x) the Bank has failed to comply with any of its obligations under this Agreement, or (y) the Bank or any other person has taken any action to declare this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Bank irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s choice, at the Bank’s expense as provided in this section 9.117.13, to represent the Executive in the initiation or defense of any litigation or other legal action, whether by or against the Bank or any director, officer, stockholder, or other person affiliated with the Bank, in any jurisdiction. Despite any existing or previous attorney-client relationship between the Bank and any counsel chosen by the Executive under this section 9.117.13, the Bank irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, and the Bank and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section shall be paid or reimbursed to the Executive by the Bank on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by counsel in accordance with counsel’s customary practices, up to a maximum aggregate amount of $500,000, whether suit be brought or not, not and regardless of whether or not incurred in trial, bankruptcy, or appellate proceedings. The Bank’s obligation to pay the Executive’s legal fees under provided by this section 9.11 7.13 operates separately from and in addition to any legal fee reimbursement obligation the Bank may have with the Executive under any separate employment, severance, or other agreement between the Executive and the Bank. Despite anything in any contrary provision within this section 9.11 to the contrary Agreement however, the Bank shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR 359.3].

Payment of Legal Fees. The Bank Employer is aware that after a Change in Control management of the Bank could cause or attempt to cause the Bank Employer to refuse to comply with its obligations under this Agreement Agreement, or could institute or cause or attempt to cause the Bank Employer to institute litigation seeking to have this Agreement declared unenforceable unenforceable, or could take or attempt to take other action to deny the Executive the benefits intended under this Agreement. In these circumstances the purpose of this Agreement would be frustrated. The Bank Employer desires that the Executive not be required to incur the expenses associated with the enforcement of rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder. The Bank Employer desires that the Executive not be forced to negotiate settlement of rights under this Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive that (x) the Bank Employer has failed to comply with any of its obligations under this Agreement, or (y) the Bank Employer or any other person has taken any action to declare this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Bank Employer irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s choice, at the BankEmployer’s expense as provided in this section 9.118.8, to represent the Executive in the initiation or defense of any litigation or other legal action, whether by or against the Bank Employer or any director, officer, stockholder, or other person affiliated with the BankEmployer, in any jurisdiction. Despite any existing or previous attorney-client relationship between the Bank Employer and any counsel chosen by the Executive under this section 9.118.8, the Bank Employer irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, and the Bank Employer and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section shall be paid or reimbursed to the Executive by the Bank Employer on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by counsel in accordance with counsel’s customary practices, up to a maximum aggregate amount of $500,000125,000, whether suit be brought or not, and whether or not incurred in trial, bankruptcy, or appellate proceedings. The BankEmployer’s obligation to pay the Executive’s legal fees under provided by this section 9.11 8.8 operates separately from and in addition to any legal fee reimbursement obligation the Bank Employer may have with the Executive under any separate employment, severance, severance or other agreement between the Executive and the Bankagreement. Despite anything in this section 9.11 Agreement to the contrary contrary, however, the Bank Employer shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation Xxxxxxxxxxx [12 CFR 00 XXX 359.3].

Payment of Legal Fees. The Bank Corporation is aware that after a Change in Control management of the Bank Corporation could cause or attempt to cause the Bank Corporation to refuse to comply with its obligations under this Agreement Agreement, or could institute or cause or attempt to cause the Bank Corporation to institute litigation seeking to have this Agreement declared unenforceable unenforceable, or could take or attempt to take other action to deny the Executive the benefits intended under this Agreement. In these circumstances the purpose of this Agreement would be frustrated. The Bank Corporation desires that the Executive not be required to incur the expenses associated with the enforcement of rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder. The Bank Corporation desires that the Executive not be forced to negotiate settlement of rights under this Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive that (x) the Bank Corporation has failed to comply with any of its obligations under this Agreement, or (y) the Bank Corporation or any other person has taken any action to declare this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Bank Corporation irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s choice, at the BankCorporation’s expense as provided in this section 9.119.15, to represent the Executive in the initiation or defense of any litigation or other legal action, whether by or against the Bank Corporation or any director, officer, stockholder, or other person affiliated with the BankCorporation, in any jurisdiction. Despite any existing or previous attorney-client relationship between the Bank Corporation and any counsel chosen by the Executive under this section 9.119.15, the Bank Corporation irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, and the Bank Corporation and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section shall be paid or reimbursed to the Executive by the Bank Corporation on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by counsel in accordance with counsel’s customary practices, up to a maximum aggregate amount of $500,000, whether suit be brought or not, and whether or not incurred in trial, bankruptcy, or appellate proceedings. The BankCorporation’s obligation to pay the Executive’s legal fees under provided by this section 9.11 9.15 operates separately from and in addition to any legal fee reimbursement obligation the Bank Corporation may have with the Executive under any separate employment, severance, or other agreement between the Executive and the BankCorporation. Despite anything in any contrary provision within this section 9.11 to the contrary Agreement however, the Bank Corporation shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR 359.3].

Payment of Legal Fees. The Bank is aware that after a Change in Control management of the Bank could cause or attempt to cause the Bank to refuse to comply with its obligations under this Agreement Agreement, or could institute or cause or attempt to cause the Bank to institute litigation seeking to have this Agreement declared unenforceable unenforceable, or could take or attempt to take other action to deny the Executive the benefits intended under this Agreement. In these circumstances the purpose of this Agreement would be frustrated. The Bank desires intends that the Executive not be required to incur the expenses associated with the enforcement of rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder. The Bank desires intends that the Executive not be forced to negotiate settlement of rights under this Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive that (x) the Bank has failed to comply with any of its obligations under this Agreement, or (y) the Bank or any other person has taken any action to declare this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Bank irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s choice, at the Bank’s expense as provided in this section 9.117.13, to represent the Executive in the initiation or defense of any litigation or other legal action, whether by or against the Bank or any director, officer, stockholder, or other person affiliated with the Bank, in any jurisdiction. Despite any existing or previous attorney-client relationship between the Bank and any counsel chosen by the Executive under this section 9.117.13, the Bank irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, and the Bank and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section shall be paid or reimbursed to the Executive by the Bank on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by counsel in accordance with counsel’s customary practices, up to a maximum aggregate amount of $500,000125,000, whether suit be brought or not, not and regardless of whether or not incurred in trial, bankruptcy, or appellate proceedings. The Bank’s obligation to pay the Executive’s legal fees under provided by this section 9.11 7.13 operates separately from and in addition to any legal fee reimbursement obligation the Bank may have with the Executive under any separate employment, severance, or other agreement between the Executive and the Bank. Despite anything in any contrary provision within this section 9.11 to the contrary Agreement however, the Bank shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation Xxxxxxxxxxx [12 CFR 00 XXX 359.3].

Payment of Legal Fees. The Bank is aware that after a Change in Control management of the Bank could cause or attempt to cause the Bank to refuse to comply with its obligations under this Agreement Amended Agreement, or could institute or cause or attempt to cause the Bank to institute litigation seeking to have this Amended Agreement declared unenforceable unenforceable, or could take or attempt to take other action to deny the Executive Director the benefits intended under this Amended Agreement. In these circumstances circumstances, the purpose of this Amended Agreement would be frustrated. The It is the intention of the Bank desires that the Executive Director not be required to incur the expenses associated with the enforcement of his rights under this Amended Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive Director hereunder. The It is the intention of the Bank desires that the Executive Director not be forced to negotiate settlement of his rights under this Amended Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive Director that (xa) the Bank has failed to comply with any of its obligations under this Amended Agreement, or (yb) the Bank or any other person has taken any action to declare this Amended Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive Director the benefits intended to be provided to the Executive Director hereunder, the Bank irrevocably authorizes the Executive Director from time to time to retain counsel of the Executive’s his choice, at the Bank’s expense of the Bank as provided in this section Section 9.11, to represent the Executive Director in connection with the initiation or defense of any litigation or other legal action, whether by or against the Bank or any director, officer, stockholder, or other person affiliated with the Bank, in any jurisdiction. Despite Notwithstanding any existing or previous attorney-client relationship between the Bank and any counsel chosen by the Executive Director under this section Section 9.11, the Bank irrevocably consents to the Executive Director entering into an attorney-client relationship with that counsel, and the Bank and the Executive Director agree that a confidential relationship shall exist between the Executive Director and that counsel. The fees and expenses of counsel selected from time to time by the Executive Director as provided in this section shall be paid or reimbursed to the Executive Director by the Bank on a regular, periodic basis upon presentation by the Executive Director of a statement or statements prepared by such counsel in accordance with such counsel’s customary practices, up to a maximum aggregate amount of $500,000100,000, whether suit be brought or not, and whether or not incurred in trial, bankruptcy, or appellate proceedings. The Bank’s obligation to pay the ExecutiveDirector’s legal fees under provided by this section Section 9.11 operates separately from and in addition to any legal fee reimbursement obligation the Bank may have with the Executive Director under any separate employment, severance, or other agreement between the Executive Director and the Bank. Despite anything in this section 9.11 to the contrary however, the Bank shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR 359.3].

Payment of Legal Fees. The Bank Middlefield is aware that after a Change in Control management of the Bank could cause or attempt to cause the Bank Middlefield to refuse to comply with its obligations under this Agreement Agreement, or could institute or cause or attempt to cause the Bank Middlefield to institute litigation seeking to have this Agreement declared unenforceable unenforceable, or could take or attempt to take other action to deny the Executive the benefits intended under this Agreement. In these circumstances the purpose purposes of this Agreement would be frustrated. The Bank Middlefield desires that the Executive not be required to incur the expenses associated with the enforcement of rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder. The Bank Middlefield desires that the Executive not be forced to negotiate settlement of rights under this Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive that (x) the Bank Middlefield has failed to comply with any of its obligations under this Agreement, or (y) the Bank Middlefield or any other person has taken any action to declare this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Bank Middlefield irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s choice, at the BankMiddlefield’s expense as provided in this section 9.116, to represent the Executive in the initiation or defense of any litigation or other legal action, whether by or against the Bank Middlefield or any director, officer, stockholder, or other person affiliated with the BankMiddlefield, in any jurisdiction. Despite any existing or previous attorney-client relationship between the Bank Middlefield and any counsel chosen by the Executive under this section 9.116, the Bank Middlefield irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, counsel and the Bank Middlefield and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section shall be paid or reimbursed to the Executive by the Bank Middlefield on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by counsel in accordance with counsel’s customary practices, up to a maximum aggregate amount of $500,000300,000, whether suit be brought or not, and whether or not incurred in trial, bankruptcy, or appellate proceedings. The BankMiddlefield’s obligation to pay the Executive’s legal fees under this section 9.11 6 operates separately from and in addition to any legal fee reimbursement obligation the Bank Middlefield may have with the Executive under any separate employment, severance, severance or other agreement between the Executive and the Bankagreement. Despite anything in any contrary provision of this section 9.11 to the contrary Agreement however, the Bank Middlefield shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR 359.3].

Payment of Legal Fees. The Bank Employer is aware that after a Change in Control management of the Bank could cause or attempt to cause the Bank Employer to refuse to comply with its obligations under this Agreement Agreement, or could institute or cause or attempt to cause the Bank Employer to institute litigation seeking to have this Agreement declared unenforceable unenforceable, or could take or attempt to take other action to deny the Executive the benefits intended under this Agreement. In these circumstances the purpose of this Agreement would be frustrated. The Bank Employer desires that the Executive not be required to incur the expenses associated with the enforcement of rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder. The Bank Employer desires that the Executive not be forced to negotiate settlement of rights under this Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive that (x) the Bank Employer has failed to comply with any of its obligations under this Agreement, or (y) the Bank Employer or any other person has taken any action to declare this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Bank Employer irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s choice, at the BankEmployer’s expense as provided in this section 9.117.9, to represent the Executive in the initiation or defense of any litigation or other legal action, whether by or against the Bank Employer or any director, officer, stockholder, or other person affiliated with the BankEmployer, in any jurisdiction. Despite any existing or previous attorney-client relationship between the Bank Employer and any counsel chosen by the Executive under this section 9.117.9, the Bank Employer irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, and the Bank Employer and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section shall be paid or reimbursed to the Executive by the Bank Employer on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by counsel in accordance with counsel’s customary practices, up to a maximum aggregate amount of $500,000, whether suit be brought or not, and whether or not incurred in trial, bankruptcy, or appellate proceedings. The BankEmployer’s obligation to pay the Executive’s legal fees under provided by this section 9.11 7.9 operates separately from and in addition to any legal fee reimbursement obligation the Bank Employer may have with the Executive under any separate employment, severance, severance or other agreement between the Executive and the Bankagreement. Despite anything in this section 9.11 Agreement to the contrary however, the Bank Employer shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation Xxxxxxxxxxx [12 CFR 00 XXX 359.3].

Payment of Legal Fees. The Bank is aware that after a Change in Control management of the Bank could cause or attempt to cause the Bank to refuse to comply with its obligations under this Agreement Agreement, or could institute or cause or attempt to cause the Bank to institute litigation seeking to have this Agreement declared unenforceable unenforceable, or could take or attempt to take other action to deny the Executive the benefits intended under this Agreement. In these circumstances the purpose of this Agreement would be frustrated. The Bank desires that the Executive not be required to incur the expenses associated with the enforcement of rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder. The Bank desires that the Executive not be forced to negotiate settlement of rights under this Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive that (x) the Bank has failed to comply with any of its obligations under this Agreement, or (y) the Bank or any other person has taken any action to declare this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Bank irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s choice, at the Bank’s expense as provided in this section 9.118.13, to represent the Executive in the initiation or defense of any litigation or other legal action, whether by or against the Bank or any director, officer, stockholder, stockholder or other person affiliated with the Bank, in any jurisdiction. Despite any existing or previous attorney-client relationship between the Bank and any counsel chosen by the Executive under this section 9.118.13, the Bank irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, and the Bank and the Executive agree that a confidential relationship shall exist exists between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section shall will be paid or reimbursed to the Executive by the Bank on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by counsel in accordance with counsel’s customary practices, up to a maximum aggregate amount regardless of $500,000, whether suit be is brought or not, and regardless of whether or not incurred in trial, bankruptcy, or appellate proceedings. The Bank’s obligation to pay the Executive’s legal fees under this section 9.11 8.13 operates separately from and in addition to any legal fee reimbursement obligation the Bank or the Bank’s parent Cortland Bancorp may have with the Executive under any separate a severance, employment, severance, or other agreement between the Executive and the Bankagreement. Despite anything any contrary provision in this section 9.11 to the contrary Agreement however, the Bank shall is not be required to pay or reimburse the Executive’s legal expenses if doing so would violate violates section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation Xxxxxxxxxxx [12 CFR 00 XXX 359.3].

Payment of Legal Fees. The Bank is aware that after a Change in Control management of the Bank could cause or attempt to cause the Bank to refuse to comply with its obligations under this Agreement Agreement, or could institute or cause or attempt to cause the Bank to institute litigation seeking to have this Agreement declared unenforceable unenforceable, or could take or attempt to take other action to deny the Executive the benefits intended under this Agreement. In these circumstances the purpose of this Agreement would be frustrated. The Bank desires that the Executive not be required to incur the expenses associated with the enforcement of rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder. The Bank desires that the Executive not be forced to negotiate settlement of rights under this Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive that (x) the Bank has failed to comply with any of its obligations under this Agreement, or (y) the Bank or any other person has taken any action to declare this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Bank irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s choice, at the Bank’s expense as provided in this section 9.118.13, to represent the Executive in the initiation or defense of any litigation or other legal action, whether by or against the Bank or any director, officer, stockholder, stockholder or other person affiliated with the Bank, in any jurisdiction. Despite any existing or previous attorney-client relationship between the Bank and any counsel chosen by the Executive under this section 9.118.13, the Bank irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, and the Bank and the Executive agree that a confidential relationship shall exist exists between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section shall will be paid or reimbursed to the Executive by the Bank on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by counsel in accordance with counsel’s customary practices, up to a maximum aggregate amount regardless of $500,000, whether suit be is brought or not, and regardless of whether or not incurred in trial, bankruptcy, or appellate proceedings, but the Bank’s payment or reimbursement of the Executive’s counsel’s fees and expenses must occur on or before the last day of the Executive’s tax year immediately after the Executive’s tax year in which the expense is incurred. If the Executive is a specified employee, as defined in Code section 409A, on the date of termination, payment under this section 8.13 will be made on the first day of the seventh month after the month in which the Executive’s termination occurs. Interest will accrue on the payment from the date of termination through the date of payment at the Prime Rate of Interest in effect on the date of termination and as reported in the Wall Street Journal. The six-month delay applies if and only if an exemption from the six-month delay requirement of Code section 409A is not available. The Executive’s right to payment or reimbursement under this section 8.13 is not subject to liquidation or exchange for another benefit. The Bank’s obligation to make reimbursement payments will not apply later than the Executive’s remaining lifetime (or, if longer, through the 20th anniversary of the effective date of this Agreement). The legal fee reimbursements are intended to satisfy the requirements for “reimbursement or in-kind benefit plans” described in Treasury Regulation section 1.409A-3(i)(1)(iv)(A) and will be administered to satisfy those requirements. The Bank’s obligation to pay the Executive’s legal fees under this section 9.11 8.13 operates separately from and in addition to any legal fee reimbursement obligation the Bank or the Bank’s parent Cortland Bancorp may have with the Executive under any separate a severance, employment, severance, or other agreement between the Executive and the Bankagreement. Despite anything any contrary provision in this section 9.11 to the contrary Agreement however, the Bank shall is not be required to pay or reimburse the Executive’s legal expenses if doing so would violate violates section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation Xxxxxxxxxxx [12 CFR 00 XXX 359.3].

Payment of Legal Fees. The Bank is aware that after a Change in Control management of the Bank could cause or attempt to cause the Bank to refuse to comply with its obligations under this Agreement Agreement, or could institute or cause or attempt to cause the Bank to institute litigation seeking to have this Agreement declared unenforceable unenforceable, or could take or attempt to take other action to deny the Executive the benefits intended under this Agreement. In these circumstances circumstances, the purpose of this Agreement would be frustrated. The It is the intention of the Bank desires that the Executive not be required to incur the expenses associated with the enforcement of his rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder. The It is the intention of the Bank desires that the Executive not be forced to negotiate settlement of his rights under this Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive that (xa) the Bank has failed to comply with any of its obligations under this Agreement, or (yb) the Bank or any other person has taken any action to declare this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Bank irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s his choice, at the Bank’s expense of the Bank as provided in this section 9.11Section 7.13, to represent the Executive in connection with the initiation or defense of any litigation or other legal action, whether by or against the Bank or any director, officer, stockholder, or other person affiliated with the Bank, in any jurisdiction. Despite Notwithstanding any existing or previous attorney-client relationship between the Bank and any counsel chosen by the Executive under this section 9.11Section 7.13, the Bank irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, and the Bank and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section shall be paid or reimbursed to the Executive by the Bank on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by such counsel in accordance with such counsel’s customary practices, up to a maximum aggregate amount of $500,000250,000, whether suit be brought or not, and whether or not incurred in trial, bankruptcy, or appellate proceedings. The Bank’s obligation to pay the Executive’s legal fees under provided by this section 9.11 Section 7.13 operates separately from and in addition to any legal fee reimbursement obligation the Bank may have with the Executive under any separate employment, severance, or other agreement between the Executive and the Bank. Despite anything in this section 9.11 to the contrary however, the Bank shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR 359.3].

Payment of Legal Fees. (a) The Bank is aware that after agrees to pay or reimburse the Executive promptly as incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a Change in Control management result of any contest (regardless of the Bank could cause or attempt to cause the Bank to refuse to comply with its obligations under this Agreement or could institute or cause or attempt to cause the Bank to institute litigation seeking to have this Agreement declared unenforceable or could take or attempt to take other action to deny the Executive the benefits intended under this Agreement. In these circumstances the purpose outcome thereof unless a court of this Agreement would be frustrated. The Bank desires competent jurisdiction determines that the Executive not be required to incur acted in bad faith in initiating the expenses associated with contest) by the enforcement of rights under this AgreementBank, whether by litigation or other legal actionany affiliated entity controlling, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder. The Bank desires that the Executive not be forced to negotiate settlement of rights under this Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive that (x) the Bank has failed to comply with any of its obligations under this Agreementcontrolled by, or (y) the Bank or any other person has taken any action to declare this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Bank irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s choice, at the Bank’s expense as provided in this section 9.11, to represent the Executive in the initiation or defense of any litigation or other legal action, whether by or against the Bank or any director, officer, stockholder, or other person affiliated under common control with the Bank, in the Executive or others regarding the validity or enforceability of, or liability under, any jurisdiction. Despite provision of this Agreement (including as a result of any existing or previous attorney-client relationship between the Bank and any counsel chosen contest by the Executive under about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment at the applicable Federal rate provided for in section 9.117872 (f)(2)(A) of the Code; provided, however, that the Bank irrevocably consents to reasonableness of the Executive entering into fees and expenses must be determined by an attorney-client relationship with that counselindependent arbitrator, and using standard legal principles, mutually agreed upon by the Bank and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time in accordance with rules set forth by the Executive as provided in this section American Arbitration Association. Such payments and reimbursements shall be paid or reimbursed to the Executive or on the Executive’s behalf on or by the next normal payroll payment date after the Executive’s rights to such amounts are no longer in dispute; provided, however, that if the Executive is a Specified Employee, as that term is defined in Code section 409A, such payments shall not be made before the date that is six months after the date of the Executive’s Separation from Service. (b) If there is any dispute between the Bank and the Executive, in the event of the Executive’s Separation from Service by the Bank on a regular, periodic basis upon presentation or by the Executive, then, unless and until there is a final, nonappealable judgment by a court of competent jurisdiction declaring that the Executive of a statement is not entitled to benefits under this Agreement, the Bank will pay or statements prepared by counsel in accordance with counsel’s customary practices, up cause to a maximum aggregate amount of $500,000, whether suit be brought or notpaid all amounts, and whether provide all benefits, to the Executive or not incurred in trial, bankruptcy, or appellate proceedings. The Bank’s obligation to pay the Executive’s legal fees under this section 9.11 operates separately from and Beneficiaries in addition to any legal fee reimbursement obligation the event of the Executive’s death, that the Bank would be required to pay or provide pursuant to this Agreement. The Bank will not be required to pay any disputed amounts pursuant to this subsection except upon receipt of an undertaking (which may have with be unsecured) by or on behalf of the Executive under any separate employment, severance, or other agreement between to repay all such amounts to which the Executive and the Bank. is ultimately adjudged by such court not to be entitled. (c) Despite anything in any contrary provision within this section 9.11 to the contrary Agreement however, the Bank shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR 359.3].

Payment of Legal Fees. The Bank is aware that after a Change in Control management of the Bank could cause or attempt to cause the Bank to refuse to comply with its obligations under this Agreement Agreement, or could institute or cause or attempt to cause the Bank to institute litigation seeking to have this Agreement declared unenforceable unenforceable, or could take or attempt to take other action to deny the Executive the benefits intended under this Agreement. In these circumstances the purpose of this Agreement would be frustrated. The Bank desires that the Executive not be required to incur the expenses associated with the enforcement of rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder. The Bank desires that the Executive not be forced to negotiate settlement of rights under this Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive that (x) the Bank has failed to comply with any of its obligations under this Agreement, or (y) the Bank or any other person has taken any action to declare this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Bank irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s choice, at the Bank’s expense as provided in this section 9.117.13, to represent the Executive in the initiation or defense of any litigation or other legal action, whether by or against the Bank or any director, officer, stockholder, or other person affiliated with the Bank, in any jurisdiction. Despite any existing or previous attorney-client relationship between the Bank and any counsel chosen by the Executive under this section 9.117.13, the Bank irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, counsel and the Bank and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section shall be paid or reimbursed to the Executive by the Bank on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by counsel in accordance with counsel’s customary practices, up to a maximum aggregate amount of $500,000, regardless of whether suit be is brought or not, and regardless of whether or not the fees and expenses are incurred in trial, bankruptcy, or appellate proceedings. The Bank’s obligation to pay the Executive’s legal fees under provided by this section 9.11 7.13 operates separately from and in addition to any legal fee reimbursement obligation the Bank may have with the Executive under any separate employment, severance, or other agreement between the Executive and the Bank. Despite anything in any contrary provision of this section 9.11 to the contrary howeverAgreement, the Bank shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR 359.3].

Payment of Legal Fees. The Bank Middlefield is aware that after a Change in Control management of the Bank could cause or attempt to cause the Bank Middlefield to refuse to comply with its obligations under this Agreement Agreement, or could institute or cause or attempt to cause the Bank Middlefield to institute litigation seeking to have this Agreement declared unenforceable unenforceable, or could take or attempt to take other action to deny the Executive the benefits intended under this Agreement. In these circumstances the purpose purposes of this Agreement would be frustrated. The Bank Middlefield desires that the Executive not be required to incur the expenses associated with the enforcement of rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder. The Bank Middlefield desires that the Executive not be forced to negotiate settlement of rights under this Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive that (x) the Bank Middlefield has failed to comply with any of its obligations under this Agreement, or (y) the Bank Middlefield or any other person has taken any action to declare this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Bank Middlefield irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s choice, at the BankMiddlefield’s expense as provided in this section 9.116, to represent the Executive in the initiation or defense of any litigation or other legal action, whether by or against the Bank Middlefield or any director, officer, stockholder, or other person affiliated with the BankMiddlefield, in any jurisdiction. Despite any existing or previous attorney-client relationship between the Bank Middlefield and any counsel chosen by the Executive under this section 9.116, the Bank Middlefield irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, counsel and the Bank Middlefield and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section shall be paid or reimbursed to the Executive by the Bank Middlefield on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by counsel in accordance with counsel’s customary practices, up to a maximum aggregate amount of $500,000100,000, whether suit be brought or not, and whether or not incurred in trial, bankruptcy, or appellate proceedings. The BankMiddlefield’s obligation to pay the Executive’s legal fees under this section 9.11 6 operates separately from and in addition to any legal fee reimbursement obligation the Bank Middlefield may have with the Executive under any separate employment, severance, or other agreement between the Executive and the Bankagreement. Despite anything in any contrary provision of this section 9.11 to the contrary Agreement however, the Bank Middlefield shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR 359.3].

Payment of Legal Fees. The Bank is aware that after a Change in Control management of the Bank could cause or attempt to cause the Bank to refuse to comply with its obligations under this Agreement Agreement, or could institute or cause or attempt to cause the Bank to institute litigation seeking to have this Agreement declared unenforceable unenforceable, or could take or attempt to take other action to deny the Executive the benefits intended under this Agreement. In these circumstances circumstances, the purpose of this Agreement would be frustrated. The Bank desires that the Executive not be required to incur the significant expenses associated with the enforcement of rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder. The Bank desires that the Executive not be forced to negotiate settlement of rights under this Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs it reasonably appears to the Executive that (x) the Bank has failed to comply with any of its obligations under this Agreement, or (y) the Bank or any other person has taken any action to declare this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Bank irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s choice, at the Bank’s expense as provided in this section 9.118.13 up to two hundred thousand dollars ($200,000) (the “Cap”), to represent the Executive in the initiation or defense of any litigation or other legal action, whether by or against the Bank or any director, officer, stockholder, stockholder or other person affiliated with the Bank, in any jurisdiction. Despite any existing or previous attorney-client relationship between the Bank and any counsel chosen by the Executive under this section 9.11, the Bank irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, and the Bank and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section shall be paid or reimbursed to the Executive by the Bank up to the amount of the Cap on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by counsel in accordance with counsel’s customary practices, up to a maximum aggregate amount of $500,000, whether suit be brought or not, not and regardless of whether or not incurred in trial, bankruptcy, or appellate proceedings. The Bank’s obligation to pay the Executive’s legal fees under provided by this section 9.11 8.13 operates separately from and in addition to any legal fee reimbursement obligation the Bank may have with the Executive under any separate employment, severance, a severance or employment or other agreement by and between the Executive and the Bank. Despite anything in any contrary provision within this section 9.11 to the contrary Agreement however, the Bank shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR 359.3].

Payment of Legal Fees. The Bank Employer is aware that after a Change in Control Control, management of the Bank Employer or its successor could cause or attempt to cause the Bank Employer to refuse to comply with its obligations under this Agreement or could institute or cause or attempt Agreement, including the possible pursuit of litigation to cause the Bank to institute litigation seeking to have this Agreement declared unenforceable or could take or attempt to take other action to deny the Executive the benefits intended avoid its obligations under this Agreement. In these circumstances circumstances, the purpose of this Agreement would be frustrated. The Bank desires It is the Employer’s intention that the Executive Employee not be required to incur the expenses associated with the enforcement of his rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive Employee hereunder. The Bank desires It is the Employer’s intention that the Executive Employee not be forced to negotiate settlement of his rights under this Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive Employee that (xa) the Bank Employer has failed to comply with any of its obligations under this Agreement, or (yb) the Bank Employer or any other person has taken any action to declare avoid its obligations under this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive hereunderAgreement, the Bank Employer irrevocably authorizes the Executive Employee from time to time to retain counsel of the Executive’s his choice, at the Bank’s expense of the Employer as provided in this section 9.11Section 12, to represent the Executive Employee in connection with the initiation or defense of any litigation or other legal action, whether by or against the Bank Employer or any director, officer, stockholder, or other person affiliated with the BankEmployer, in any jurisdiction. Despite Notwithstanding any existing or previous attorney-client relationship between the Bank Employer and any counsel chosen by the Executive Employee under this section 9.11Section 12, the Bank Employer irrevocably consents to the Executive Employee entering into an attorney-client relationship with that counsel, and the Bank Employer and the Executive Employee agree that a confidential relationship shall exist between the Executive Employee and that counsel. The fees and expenses of counsel selected from time to time by the Executive Employee as provided in this section Section 12 shall be paid or reimbursed to the Executive Employee by the Bank Employer on a regular, periodic basis upon presentation by the Executive Employee of a statement or statements prepared by such counsel in accordance with such counsel’s customary practices, up to a maximum aggregate amount of $500,000, whether suit be brought or not, and whether or not incurred in trial, bankruptcy, or appellate proceedings. The BankEmployer’s obligation to reimburse Employee for legal fees as provided under this Section 12 and any separate employment, deferred compensation, severance or other agreement between the Employee and the Employer shall not exceed $200,000 in the aggregate. Accordingly, the Employer’s obligation to pay the ExecutiveEmployee’s legal fees under provided by this section 9.11 operates separately from and in addition to Section 12 shall be offset by any legal fee reimbursement obligation the Bank Employer may have with the Executive Employee under any separate employment, severancedeferred compensation, severance or other agreement between the Executive Employee and the Bank. Despite anything in this section 9.11 to the contrary however, the Bank shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR 359.3]Employer.

Payment of Legal Fees. The Bank is PSB and IMCB are aware that after a Change in Control management of the Bank could cause or attempt to cause the Bank PSB and IMCB to refuse to comply with its the obligations under this Agreement Agreement, or could institute or cause or attempt to cause the Bank PSB or IMCB to institute litigation seeking to have this Agreement declared unenforceable unenforceable, or could take or attempt to take other action to deny the Executive the benefits intended under this Agreement. In these circumstances the purpose of this Agreement would be frustrated. The Bank desires It is PSB’s and IMCB’s intention that the Executive not be required to incur the expenses associated with the enforcement of his rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder. The Bank desires It is PSB’s and IMCB’s intention that the Executive not be forced to negotiate settlement of his rights under this Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive that (xa) the Bank either of PSB or IMCB has failed to comply with any of its obligations under this Agreement, or (yb) the Bank either of PSB or IMCB or any other person has taken any action to declare this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Bank PSB and IMCB irrevocably authorizes authorize the Executive from time to time to retain counsel of the Executive’s his choice, at the BankPSB’s and IMCB’s expense as provided in this section 9.11paragraph (b), to represent the Executive in connection with the initiation or defense of any litigation or other legal action, whether by or against the Bank PSB or IMCB or any director, officer, stockholder, or other person affiliated with the BankPSB or IMCB, in any jurisdiction. Despite Notwithstanding any existing or previous attorney-client relationship between the Bank PSB or IMCB and any counsel chosen by the Executive under this section 9.11paragraph (b), the Bank PSB and IMCB irrevocably consents consent to the Executive entering into an attorney-client relationship with that counsel, and the Bank PSB and IMCB and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section shall be paid or reimbursed to the Executive by the Bank PSB or IMCB on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by such counsel in accordance with such counsel’s customary practices, up to a maximum aggregate amount of $500,000250,000, whether suit be brought or not, and whether or not incurred in trial, bankruptcy, or appellate proceedings. The BankPSB’s and IMCB’s obligation to pay the Executive’s legal fees under provided by this section 9.11 paragraph (b) operates separately from and in addition to any legal fee reimbursement obligation the Bank PSB or IMCB may have with the Executive under any separate severance, employment, severancesalary continuation, or other agreement between the Executive and the Bankagreement. Despite anything Anything in this section 9.11 paragraph (b) to the contrary notwithstanding however, the Bank PSB and IMCB shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR 359.3].

Payment of Legal Fees. The Bank is aware that after a Change in Control management of Company shall pay the Bank could cause or attempt to cause the Bank to refuse to comply Executive's reasonable legal fees and costs associated with its obligations under this Agreement or could institute or cause or attempt to cause the Bank to institute litigation seeking to have this Agreement declared unenforceable or could take or attempt to take other action to deny the Executive the benefits intended under entering into this Agreement. In these circumstances To the purpose fullest extent permitted by law, the Company shall promptly pay upon submission of this Agreement would statements all legal and other professional fees, costs of litigation, prejudgment interest, and other expenses incurred during the Executive’s lifetime or in the five-year period following the Executive’s death in connection with any dispute arising hereunder and/or in connection with any release of claims executed or to be frustratedexecuted in connection herewith; provided, however, the Company shall be reimbursed by the Executive for (i) the fees and expenses advanced in the event the Executive's claim is in a material manner in bad faith or frivolous and the arbitrator or court, as applicable, determines that the reimbursement of such fees and expenses is appropriate, or (ii) to the extent that the arbitrator or court, as appropriate, determines that such legal and other professional fees are clearly and demonstrably unreasonable. Prejudgment interest shall be paid at the rate awarded by the arbitrator or court on any money award or judgment obtained by the Executive or by any person claiming by or through the Executive, payable at the same time as the underlying award or judgment is paid. The Bank desires only taxable payments or reimbursements provided under this paragraph during the first six months following the Executive’s Qualifying Termination shall be reimbursements that the Executive not be required to incur could otherwise deduct as business expenses under Sections 162 or 167 of the expenses associated with Code (disregarding limitations based on adjusted gross income). After the enforcement end of rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder. The Bank desires that the Executive not be forced to negotiate settlement of rights under this Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive that (x) the Bank has failed to comply with any of its obligations under this Agreement, or (y) the Bank or any other person has taken any action to declare this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Bank irrevocably authorizes the Executive from time to time to retain counsel of sixth month following the Executive’s choiceQualifying Termination, at the Bank’s expense as taxable reimbursements shall be provided in this section 9.11, to represent the Executive in the initiation or defense of any litigation or other legal action, whether by or against the Bank or any director, officer, stockholder, or other person affiliated with the Bank, in any jurisdiction. Despite any existing or previous attorney-client relationship between the Bank and any counsel chosen by the Executive under this section 9.11, the Bank irrevocably consents paragraph subject to the Executive entering into following requirements: (A) all reimbursements shall be provided pursuant to a written policy that provides an attorneyobjectively determinable nondiscretionary description of the reimbursements provided; (B) all reimbursements shall be paid no later than the end of the calendar year following the year in which the expense was incurred; (C) no reimbursement shall be subject to liquidation or exchange for another benefit; and (D) the amount of reimbursable expense incurred in one year shall not affect the amount of reimbursement available in another year. Any taxable expenses incurred during the first six months following the Executive’s termination that are otherwise payable or reimbursable under this paragraph, but whose payment during the initial six-client relationship with that counselmonth period would result in additional tax under Section 409A of the Code, and the Bank and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section shall be paid or reimbursed to in a lump sum, without interest, on the Executive by first regular payroll date after the Bank on a regular, periodic basis upon presentation by end of the Executive of a statement or statements prepared by counsel in accordance with counsel’s customary practices, up to a maximum aggregate amount of $500,000, whether suit be brought or not, and whether or not incurred in trial, bankruptcy, or appellate proceedings. The Bank’s obligation to pay sixth month following the Executive’s legal fees under this section 9.11 operates separately from and in addition to any legal fee reimbursement obligation the Bank may have with the Executive under any separate employment, severance, or other agreement between the Executive and the Bank. Despite anything in this section 9.11 to the contrary however, the Bank shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR 359.3]Qualifying Termination.

Payment of Legal Fees. The Bank is aware that after a Change in Control management of the Bank could cause or attempt to cause the Bank to refuse to comply with its obligations under this Agreement Agreement, or could institute or cause or attempt to cause the Bank to institute litigation seeking to have this Agreement declared unenforceable unenforceable, or could take or attempt to take other action to deny the Executive the benefits intended under this Agreement. In these circumstances circumstances, the purpose of this Agreement would be frustrated. The It is the intention of the Bank desires that the Executive not be required to incur the expenses associated with the enforcement of his rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder. The It is the intention of the Bank desires that the Executive not be forced to negotiate settlement of his rights under this Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive that (xa) the Bank has failed to comply with any of its obligations under this Agreement, or (yb) the Bank or any other person has taken any action to declare this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Bank irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s his choice, at the Bank’s expense of the Bank as provided in this section 9.11, to represent the Executive in connection with the initiation or defense of any litigation or other legal action, whether by or against the Bank or any director, officer, stockholder, or other person affiliated with the Bank, in any jurisdiction. Despite Notwithstanding any existing or previous attorney-client relationship between the Bank and any counsel chosen by the Executive under this section 9.11, the Bank irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, and the Bank and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section shall be paid or reimbursed to the Executive by the Bank on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by such counsel in accordance with such counsel’s customary practices, up to a maximum aggregate amount of $500,000, whether suit be brought or not, and whether or not incurred in trial, bankruptcy, or appellate proceedings. The Bank’s obligation to pay the Executive’s legal fees under provided by this section 9.11 operates separately from and in addition to any legal fee reimbursement obligation the Bank may have with the Executive under any separate employment, severance, or other agreement between the Executive and the Bank. Despite anything in this section 9.11 to the contrary however, the Bank shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR 359.3].

Payment of Legal Fees. The Bank Employer is aware that after a Change in Control management of the Bank could cause or attempt to cause the Bank Employer to refuse to comply with its obligations under this Agreement Employment Agreement, or could institute or cause or attempt to cause the Bank Employer to institute litigation seeking to have this Employment Agreement declared unenforceable unenforceable, or could take or attempt to take other action to deny the Executive the benefits intended under this Employment Agreement. In these circumstances circumstances, the purpose of this Employment Agreement would be frustrated. The Bank desires It is Employer’s intention that the Executive not be required to incur the expenses associated with the enforcement of his rights under this Employment Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder. The Bank desires It is Employer’s intention that the Executive not be forced to negotiate settlement of his rights under this Employment Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive that (xa) the Bank Employer has failed to comply with any of its obligations under this Employment Agreement, or (yb) the Bank Employer or any other person has taken any action to declare this Employment Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Bank Employer irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s his choice, at the BankEmployer’s expense as provided in this section 9.118.9, to represent the Executive in connection with the initiation or defense of any litigation or other legal action, whether by or against the Bank Employer or any director, officer, stockholder, or other person affiliated with the BankEmployer, in any jurisdiction. Despite Notwithstanding any existing or previous attorney-client relationship between the Bank Employer and any counsel chosen by the Executive under this section 9.118.9, the Bank Employer irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, and the Bank Employer and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section shall be paid or reimbursed to the Executive by the Bank Employer on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by such counsel in accordance with such counsel’s customary practices, up to a maximum aggregate amount of $500,00050,000, whether suit be brought or not, and whether or not incurred in trial, bankruptcy, or appellate proceedings. The BankEmployer’s obligation to pay the Executive’s legal fees under provided by this section 9.11 8.9 operates separately from and in addition to any legal fee reimbursement obligation the Bank Employer may have with the Executive under any separate employment, severance, severance or other agreement between the Executive and the Bankagreement. Despite anything Anything in this section 9.11 8.9 to the contrary notwithstanding however, the Bank Employer shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR 359.3].

Payment of Legal Fees. The Bank is aware that after a Change in Control of Control, management of the Bank or its successor could cause or attempt to cause the Bank to refuse to comply with its obligations under this Agreement or could institute or cause or attempt Agreement, including the possible pursuit of litigation to cause the Bank to institute litigation seeking to have this Agreement declared unenforceable or could take or attempt to take other action to deny the Executive the benefits intended avoid its obligations under this Agreement. In these circumstances circumstances, the purpose of this Agreement would be frustrated. The Bank desires It is the Bank's intention that the Executive not be required to incur the expenses associated with the enforcement of his rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder. The Bank desires It is the Bank's intention that the Executive not be forced to negotiate settlement of his rights under this Agreement under threat of incurring expenses. Accordingly, if after a Change in of Control occurs it appears to the Executive that (xa) the Bank has failed to comply with any of its obligations under this Agreement, or (yb) the Bank or any other person has taken any action to declare avoid its obligations under this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive hereunderAgreement, the Bank irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s his choice, at the Bank’s expense of the Bank as provided in this section 9.11Section 10.10, to represent the Executive in connection with the initiation or defense of any litigation or other legal action, whether by or against the Bank or any director, officer, stockholder, or other person affiliated with the Bank, in any jurisdiction. Despite Notwithstanding any existing or previous attorney-client relationship between the Bank and any counsel chosen by the Executive under this section 9.11Section 10.10, the Bank irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, and the Bank and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section Section 10.10 shall be paid or reimbursed to the Executive by the Bank on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by such counsel in accordance with such counsel’s 's customary practices, up to a maximum aggregate amount of $500,000, whether suit be brought or not, and whether or not incurred in trial, bankruptcy, or appellate proceedings. The Bank’s 's obligation to reimburse Executive for legal fees as provided under this Section 10.10 and any separate employment, severance or other agreement between the Executive and the Bank shall not exceed $200,000 in the aggregate. Accordingly, the Bank's obligation to pay the Executive’s 's legal fees under provided by this section 9.11 operates separately from and in addition to Section 10.10 shall be offset by any legal fee reimbursement obligation the Bank may have with the Executive under any separate employment, severance, severance or other agreement between the Executive and the Bank. Despite anything in this section 9.11 to the contrary however, the Bank shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR 359.3].

Payment of Legal Fees. The Bank Middlefield is aware that after a Change in Control management of the Bank could cause or attempt to cause the Bank Middlefield to refuse to comply with its obligations under this Agreement Agreement, or could institute or cause or attempt to cause the Bank Middlefield to institute litigation seeking to have this Agreement declared unenforceable unenforceable, or could take or attempt to take other action to deny the Executive the benefits intended under this Agreement. In these circumstances the purpose purposes of this Agreement would be frustrated. The Bank Middlefield desires that the Executive not be required to incur the expenses associated with the enforcement of rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder. The Bank Middlefield desires that the Executive not be forced to negotiate settlement of rights under this Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive that (x) the Bank Middlefield has failed to comply with any of its obligations under this Agreement, or (y) the Bank Middlefield or any other person has taken any action to declare this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Bank Middlefield irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s 's choice, at the Bank’s Middlefield's expense as provided in this section 9.116, to represent the Executive in the initiation or defense of any litigation or other legal action, whether by or against the Bank Middlefield or any director, officer, stockholder, or other person affiliated with the BankMiddlefield, in any jurisdiction. Despite any existing or previous attorney-client relationship between the Bank Middlefield and any counsel chosen by the Executive under this section 9.116, the Bank Middlefield irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, counsel and the Bank Middlefield and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section shall be paid or reimbursed to the Executive by the Bank Middlefield on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by counsel in accordance with counsel’s 's customary practices, up to a maximum aggregate amount of $500,000100,000, whether suit be brought or not, and whether or not incurred in trial, bankruptcy, or appellate proceedings. The Bank’s Middlefield's obligation to pay the Executive’s 's legal fees under this section 9.11 6 operates separately from and in addition to any legal fee reimbursement obligation the Bank Middlefield may have with the Executive under any separate employment, severance, or other agreement between the Executive and the Bankagreement. Despite anything in any contrary provision of this section 9.11 to the contrary Agreement however, the Bank Middlefield shall not be required to pay or reimburse the Executive’s 's legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR 359.3].

Payment of Legal Fees. The Bank is aware that after a Change in Control management of the Bank could cause or attempt to cause the Bank to refuse to comply with its obligations under this Agreement Agreement, or could institute or cause or attempt to cause the Bank to institute litigation seeking to have this Agreement declared unenforceable unenforceable, or could take or attempt to take other action to deny the Executive the benefits intended under this Agreement. In these circumstances the purpose of this Agreement would be frustrated. The Bank desires that the Executive not be required to incur the expenses associated with the enforcement of or rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder. The Bank desires that the Executive not be forced to negotiate settlement of rights under this Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive that (x) the Bank has failed to comply with any of its obligations under this Agreement, or (y) the Bank or any other person has taken any action to declare this Agreement void or unenforceable, unenforceable or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Bank irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s choice, at the Bank’s expense as provided in this section 9.118.13, to represent the Executive in the initiation or defense of any litigation or other legal action, whether by by, or against the Bank or any director, officer, stockholder, or other person affiliated with the Bank, in any jurisdiction. Despite any existing or previous attorney-client relationship between the Bank and any counsel chosen by the Executive under this section 9.118.13, the Bank irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, and the Bank and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section shall be paid or reimbursed to the Executive by the Bank on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by counsel in accordance with counsel’s customary practices, up to a maximum aggregate amount of $500,000100,000, whether suit be brought or not, and regardless of whether or not incurred in trial, bankruptcy, or appellate proceedings. The Bank’s obligation to pay the Executive’s legal fees under provided by this section 9.11 8.13 operates separately from and in addition to any legal fee reimbursement obligation the Bank or Paragon Commercial Corporation may have with the Executive under any separate employment, severance, or other agreement between the Executive and the BankBank or Paragon Commercial Corporation. Despite anything in this section 9.11 8.13 to the contrary however, the Bank shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] 1828(k)1 and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR CER 359.3].

Payment of Legal Fees. The Bank is aware that after a Change in Control management of the Bank could cause or attempt to cause the Bank to refuse to comply with its obligations under this Agreement Plan, or could institute or cause or attempt to cause the Bank to institute litigation seeking to have this Agreement Plan declared unenforceable unenforceable, or could take or attempt to take other action to deny the Executive the benefits intended under this AgreementPlan. In these circumstances the purpose of this Agreement Plan would be frustrated. The It is the intention of the Bank desires that the Executive not be required to incur the expenses associated with the enforcement of rights under this AgreementPlan, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder. The It is the intention of the Bank desires that the Executive not be forced to negotiate settlement of rights under this Agreement Plan under threat of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive that that: (xi) the Bank has failed to comply with any of its obligations under this AgreementPlan, or or (yii) the Bank or any other person has taken any action to declare this Agreement Plan void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Bank irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s choice, choice (at the Bank’s expense as provided in this section 9.11, Section 7.12) to represent the Executive in the initiation or defense of any litigation or other legal action, whether by or against the Bank or any director, officer, stockholder, or other person affiliated with the Bank, in any jurisdiction. Despite any existing or previous attorney-client relationship between the Bank and any counsel chosen by the Executive under this section 9.11Section 7.12, the Bank irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, and the Bank and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section Section shall be paid or reimbursed to the Executive by the Bank on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by such counsel in accordance with such counsel’s customary practices, up to a maximum aggregate amount of $500,000100,000, whether suit be brought or not, and whether or not incurred in trial, bankruptcy, or appellate proceedings. The Bank’s obligation to pay the Executive’s legal fees under provided by this section 9.11 Section 7.12 operates separately from and in addition to any legal fee reimbursement obligation the Bank may have with the Executive under any separate employment, severance, or other agreement between the Executive and the Bank. Despite anything any contrary provision in this section 9.11 to the contrary Section 7.12 however, the Bank shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section Section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] ) and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR 359.3].

Payment of Legal Fees. The Bank Employer is aware that after a Change in Control management of the Bank could cause or attempt to cause the Bank Employer to refuse to comply with its obligations under this Agreement Agreement, or could institute or cause or attempt to cause the Bank Employer to institute litigation seeking to have this Agreement declared unenforceable unenforceable, or could take or attempt to take other action to deny the Executive the benefits intended under this Agreement. In these circumstances the purpose of this Agreement would be frustrated. The Bank desires Accordingly, the Employer intends that the Executive not be required to incur the expenses associated with the enforcement of rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder. The Bank desires Employer intends that the Executive not be forced to negotiate settlement of rights under this Agreement under threat of incurring expenses. Accordingly, if If after a Change in Control occurs it appears to the Executive that (x) the Bank Employer has failed to comply with any of its obligations under this Agreement, Agreement or (y) the Bank Employer or any other person has taken any action to declare this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Bank Employer hereby irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s choice, at the BankEmployer’s expense as provided in this section 9.118.8, to represent the Executive in the initiation or defense of any litigation or other legal action, whether by or against the Bank Employer or any director, officer, stockholder, or other person affiliated with the BankEmployer, in any jurisdiction. Despite any existing or previous attorney-client relationship between the Bank Employer and any counsel chosen by the Executive under this section 9.118.8, the Bank Employer hereby irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, and the Bank Employer and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section shall be paid or reimbursed to the Executive by the Bank Employer on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by counsel in accordance with counsel’s customary practices, up to a maximum aggregate amount of $500,000, whether suit be brought or not, and regardless of whether or not incurred in trial, bankruptcy, or appellate proceedings. The BankEmployer’s obligation to pay the Executive’s legal fees under this section 9.11 8.8 operates separately from and in addition to any legal fee reimbursement obligation the Bank Employer may have with the Executive under any separate employment, severance, severance or other agreement between the Executive and the Bankagreement. Despite anything in this section 9.11 8.8 to the contrary however, the Bank Employer shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR C.F.R. 359.3].

Payment of Legal Fees. The Bank is aware that after a Change in Control management of the Bank could cause or attempt to cause the Bank to refuse to comply with its obligations under this Agreement Agreement, or could institute or cause or attempt to cause the Bank to institute litigation seeking to have this Agreement declared unenforceable unenforceable, or could take or attempt to take other action to deny the Executive the benefits intended under this Agreement. In these circumstances the purpose of this Agreement would be frustrated. The Bank desires that the Executive not be required to incur the expenses associated with the enforcement of rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder. The Bank desires that the Executive not be forced to negotiate settlement of rights under this Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive that (x) the Bank has failed to comply with any of its obligations under this Agreement, or (y) the Bank or any other person has taken any action to declare this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Bank irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s choice, at the Bank’s expense as provided in this section 9.11, to represent the Executive in the initiation or defense of any litigation or other legal action, whether by or against the Bank or any director, officer, stockholder, or other person affiliated with the Bank, in any jurisdiction. Despite any existing or previous attorney-client relationship between the Bank and any counsel chosen by the Executive under this section 9.11, the Bank irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, counsel and the Bank and the Executive agree that a confidential relationship shall exist exists between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section shall will be paid or reimbursed to the Executive by the Bank on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by counsel in accordance with counsel’s customary practices, up to a maximum aggregate amount regardless of $500,000, whether suit be is brought or not, and regardless of whether or not incurred in trial, bankruptcy, or appellate proceedings, but the Bank’s payment or reimbursement of the Executive’s counsel’s fees and expenses must occur on or before the last day of the Executive’s tax year immediately after the Executive’s tax year in which the expense is incurred. If the Executive is a specified employee, as defined in Code section 409A, on the date of termination, payment under this section 9.11 will be made on the first day of the seventh month after the month in which the Executive’s termination occurs. Interest will accrue on the payment from the date of termination through the date of payment at the Prime Rate of Interest in effect on the date of termination and as reported in the Wall Street Journal. The six-month delay applies if and only if an exemption from the six-month delay requirement of Code section 409A is not available. The Executive’s right to payment or reimbursement under this section 9.11 is not subject to liquidation or exchange for another benefit. The Bank’s obligation to make reimbursement payments will not apply later than the Executive’s remaining lifetime (or, if longer, through the 20th anniversary of the effective date of this Agreement). The legal fee reimbursements are intended to satisfy the requirements for “reimbursement or in-kind benefit plans” described in Treasury Regulation section 1.409A-3(i)(1)(iv)(A) and will be administered to satisfy those requirements. The Bank’s obligation to pay the Executive’s legal fees under this section 9.11 operates separately from and in addition to any legal fee reimbursement obligation the Bank may have with the Executive under any separate employment, severance, or other agreement between the Executive and the Bankagreement. Despite anything any contrary provision in this section 9.11 to the contrary Agreement however, the Bank shall is not be required to pay or reimburse the Executive’s legal expenses if doing so would violate violates section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR C.F.R. 359.3].

Payment of Legal Fees. The Bank is aware that after a Change in Control management of the Bank could cause or attempt to cause the Bank to refuse to comply with its obligations under this Agreement Agreement, or could institute or cause or attempt to cause the Bank to institute litigation seeking to have this Agreement declared unenforceable unenforceable, or could take or attempt to take other action to deny the Executive the benefits intended under this Agreement. In these circumstances the purpose of this Agreement would be frustrated. The Bank desires that the Executive not be required to incur the expenses associated with the enforcement of or rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder. The Bank desires that the Executive not be forced to negotiate settlement of rights under this Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive that (x) the Bank has failed to comply with any of its obligations under this Agreement, or (y) the Bank or any other person has taken any action to declare this Agreement void or unenforceable, unenforceable or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Bank irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s choice, at the Bank’s expense as provided in this section 9.118.13, to represent the Executive in the initiation or defense of any litigation or other legal action, whether by by, or against the Bank or any director, officer, stockholder, or other person affiliated with the Bank, in any jurisdiction. Despite any existing or previous attorney-client relationship between the Bank and any counsel chosen by the Executive under this section 9.118.13, the Bank irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, and the Bank and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section shall be paid or reimbursed to the Executive by the Bank on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by counsel in accordance with counsel’s customary practices, up to a maximum aggregate amount of $500,000100,000, whether suit be brought or not, and regardless of whether or not incurred in trial, bankruptcy, or appellate proceedings. The Bank’s obligation to pay the Executive’s legal fees under provided by this section 9.11 8.13 operates separately from and in addition to any legal fee reimbursement obligation the Bank or Paragon Commercial Corporation may have with the Executive under any separate employment, severance, or other agreement between the Executive and the BankBank or Paragon Commercial Corporation. Despite anything in this section 9.11 8.13 to the contrary however, the Bank shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] 1828(k)1 and Rule 359.3 of the Federal Deposit Insurance Corporation Xxxxxxxxxxx [12 CFR 00 XXX 359.3].

Payment of Legal Fees. The Bank is aware that after a Change in Control management of Company shall pay the Bank could cause or attempt to cause the Bank to refuse to comply Executive's reasonable legal fees and costs associated with its obligations under this Agreement or could institute or cause or attempt to cause the Bank to institute litigation seeking to have this Agreement declared unenforceable or could take or attempt to take other action to deny the Executive the benefits intended under entering into this Agreement. In these circumstances To the purpose fullest extent permitted by law, the Company shall promptly pay upon submission of this Agreement would statements all legal and other professional fees, costs of litigation, prejudgment interest, and other expenses incurred during the Executive’s lifetime or in the five-year period following the Executive’s death in connection with any dispute arising hereunder and/or in connection with any release of claims executed or to be frustrated. The Bank desires executed in connection herewith; provided, however, the Company shall be reimbursed by the Executive for (i) the fees and expenses advanced in the event the Executive's claim is in a material manner in bad faith or frivolous and the arbitrator or court, as applicable, determines that the reimbursement of such fees and expenses is appropriate, or (ii) to the extent that the arbitrator or court, as appropriate, determines that such legal and other professional fees are clearly and demonstrably unreasonable. Prejudgment interest shall be paid at the rate awarded by the arbitrator or court on any money award or judgment obtained by the Executive not be required to incur or by any person claiming by or through the expenses associated with the enforcement of rights Executive under this Agreement, whether by litigation payable at the same time as the underlying award or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunderjudgment is paid. The Bank desires only taxable payments or reimbursements provided under this paragraph during the first six months following the Executive’s Qualifying Termination shall be reimbursements that the Executive not be forced to negotiate settlement could otherwise deduct as business expenses under Sections 162 or 167 of rights under this Agreement under threat the Code (disregarding limitations based on adjusted gross income). After the end of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive that (x) the Bank has failed to comply with any of its obligations under this Agreement, or (y) the Bank or any other person has taken any action to declare this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Bank irrevocably authorizes the Executive from time to time to retain counsel of sixth month following the Executive’s choiceQualifying Termination, at the Bank’s expense as taxable reimbursements shall be provided in this section 9.11, to represent the Executive in the initiation or defense of any litigation or other legal action, whether by or against the Bank or any director, officer, stockholder, or other person affiliated with the Bank, in any jurisdiction. Despite any existing or previous attorney-client relationship between the Bank and any counsel chosen by the Executive under this section 9.11, the Bank irrevocably consents paragraph subject to the Executive entering into following requirements: (A) all reimbursements shall be provided pursuant to a written policy that provides an attorneyobjectively determinable nondiscretionary description of the reimbursements provided; (B) all reimbursements shall be paid no later than the end of the calendar year following the year in which the expense was incurred; (C) no reimbursement shall be subject to liquidation or exchange for another benefit; and (D) the amount of reimbursable expense incurred in one year shall not affect the amount of reimbursement available in another year. Any taxable expenses incurred during the first six months following the Executive’s termination that are otherwise payable or reimbursable under this paragraph, but whose payment during the initial six-client relationship with that counselmonth period would result in additional tax under Section 409A of the Code, and the Bank and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section shall be paid or reimbursed to in a lump sum, without interest, on the Executive by first regular payroll date after the Bank on a regular, periodic basis upon presentation by end of the Executive of a statement or statements prepared by counsel in accordance with counsel’s customary practices, up to a maximum aggregate amount of $500,000, whether suit be brought or not, and whether or not incurred in trial, bankruptcy, or appellate proceedings. The Bank’s obligation to pay sixth month following the Executive’s legal fees under this section 9.11 operates separately from and in addition to any legal fee reimbursement obligation the Bank may have with the Executive under any separate employment, severance, or other agreement between the Executive and the Bank. Despite anything in this section 9.11 to the contrary however, the Bank shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR 359.3]Qualifying Termination.

Payment of Legal Fees. The Bank is aware that after a Change in Control management of the Bank could cause or attempt to cause the Bank to refuse to comply with its obligations under this Agreement Agreement, or could institute or cause or attempt to cause the Bank to institute litigation seeking to have this Agreement declared unenforceable unenforceable, or could take or attempt to take other action to deny the Executive the benefits intended under this Agreement. In these circumstances the purpose of this Agreement would be frustrated. The Bank desires that the Executive not be required to incur the expenses associated with the enforcement of rights under this Agreement, whether Agreement by litigation or other legal action, action because the cost and expense thereof would substantially detract from the benefits intended to be granted extended to the Executive hereunder. The Bank desires that the Executive not be forced required to negotiate any settlement of rights under this Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs (i) it appears to the Executive that (x) the Bank has failed to comply with any of its obligations under this Agreement, or (yii) the Bank or any other person has taken takes any action to declare this Agreement void or unenforceable, or instituted institutes any litigation or other legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Bank irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s 's choice, at the Bank’s 's expense as provided in this section 9.118.13, to represent the Executive in the initiation or defense of any litigation or other legal action, whether by or against the Bank or any director, officer, stockholder, or other person affiliated with the Bank, in any jurisdiction. Despite any existing or previous attorney-client relationship between the Bank and any counsel chosen by the Executive under this section 9.118.13, the Bank irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, and the Bank and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as herein above provided in this section shall be paid or reimbursed to the Executive by the Bank on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by such counsel in accordance with such counsel’s 's customary practices, up to a maximum aggregate amount of $500,000, whether suit be brought or not, and whether or not incurred in trial, bankruptcy, or appellate proceedings. The Bank’s 's obligation to pay the Executive’s 's legal fees under provided by this section 9.11 8.13 operates separately from and in addition to any legal fee reimbursement obligation the Bank or Intermountain Community Bancorp may have with the Executive under any separate employment, severance, or other agreement between the Executive and the Bankagreement. Despite anything in this section 9.11 Agreement to the contrary however, the Bank shall not be required to pay or reimburse the Executive’s 's legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR 359.3].

Payment of Legal Fees. The Bank is aware that after a Change in Control management of the Bank could cause or attempt to cause the Bank to refuse to comply with its obligations under this Agreement Agreement, or could institute or cause or attempt to cause the Bank to institute litigation seeking to have this Agreement declared unenforceable unenforceable, or could take or attempt to take other action to deny the Executive the benefits intended under this Agreement. In these circumstances the purpose of this Agreement would be frustrated. The Bank desires that the Executive not be required to incur the expenses associated with the enforcement of rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder. The Bank desires that the Executive not be forced to negotiate settlement of rights under this Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive that (x) the Bank has failed to comply with any of its obligations under this Agreement, or (y) the Bank or any other person has taken any action to declare this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Bank irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s choice, at the Bank’s expense as provided in this section 9.117.13, to represent the Executive in the initiation or defense of any litigation or other legal action, whether by or against the Bank or any director, officer, stockholder, or other person affiliated with the Bank, in any jurisdiction. Despite any existing or previous attorney-client relationship between the Bank and any counsel chosen by the Executive under this section 9.117.13, the Bank irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, counsel and the Bank and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section and incurred during the six year period after a Change in Control occurs shall be paid or reimbursed to the Executive by the Bank on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by counsel in accordance with counsel’s customary practices, up to a maximum aggregate amount of $500,00025,000 for each taxable year of the Executive, whether suit be brought or not, not and regardless of whether or not incurred in trial, bankruptcy, or appellate proceedings. The Bank’s obligation to pay the Executive’s legal fees under provided by this section 9.11 7.13 operates separately from and in addition to any legal fee reimbursement obligation the Bank may have with the Executive under any separate employment, severance, or other agreement between the Executive and the Bank. Despite anything in this section 9.11 Agreement to the contrary however, the Bank shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR 359.3].

Payment of Legal Fees. The Bank is aware that after a Change in Control management of the Bank could cause or attempt to cause the Bank to refuse to comply with its obligations under this Agreement Agreement, or could institute or cause or attempt to cause the Bank to institute litigation seeking to have this Agreement declared unenforceable unenforceable, or could take or attempt to take other action to deny the Executive the benefits intended under this Agreement. In these circumstances the purpose of this Agreement would be frustrated. The Bank desires that the Executive not be required to incur the expenses associated with the enforcement of rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder. The Bank desires that the Executive not be forced to negotiate settlement of rights under this Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive that (x) the Bank has failed to comply with any of its obligations under this Agreement, or (y) the Bank or any other person has taken any action to declare this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Bank irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s choice, at the Bank’s expense as provided in this section 9.117.13, to represent the Executive in the initiation or defense of any litigation or other legal action, whether by or against the Bank or any director, officer, stockholder, or other person affiliated with the Bank, in any jurisdiction. Despite any existing or previous attorney-client relationship between the Bank and any counsel chosen by the Executive under this section 9.117.13, the Bank irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, and the Bank and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section shall be paid or reimbursed to the Executive by the Bank on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by counsel in accordance with counsel’s customary practices, up to a maximum aggregate amount of $500,00025,000, whether suit be brought or not, and whether or not incurred in trial, bankruptcy, or appellate proceedings. The Bank’s obligation to pay the Executive’s legal fees under provided by this section 9.11 7.13 operates separately from and in addition to any legal fee reimbursement obligation the Bank may have with the Executive under any separate employment, severance, or other agreement between the Executive and the Bank. Despite anything in this section 9.11 7.13 to the contrary however, the Bank shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation Xxxxxxxxxxx [12 CFR 00 XXX 359.3].

Payment of Legal Fees. The Bank is aware that after a Change in Control management of the Bank could cause or attempt to cause the Bank to refuse to comply with its obligations under this Agreement Agreement, or could institute or cause or attempt to cause the Bank to institute litigation seeking to have this Agreement declared unenforceable unenforceable, or could take or attempt to take other action to deny the Executive the benefits intended under this Agreement. In these circumstances the purpose of this Agreement would be frustrated. The Bank desires that the Executive not be required to incur the expenses associated with the enforcement of rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder. The Bank desires that the Executive not be forced to negotiate settlement of rights under this Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive that (x) the Bank has failed to comply with any of its obligations under this Agreement, or (y) the Bank or any other person has taken any action to declare this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Bank irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s choice, at the Bank’s expense as provided in this section 9.117.13, to represent the Executive in the initiation or defense of any litigation or other legal action, whether by or against the Bank or any director, officer, stockholder, or other person affiliated with the Bank, in any jurisdiction. Despite any existing or previous attorney-client relationship between the Bank and any counsel chosen by the Executive under this section 9.117.13, the Bank irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, counsel and the Bank and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section and incurred during the six year period after a Change in Control occurs shall be paid or reimbursed to the Executive by the Bank on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by counsel in accordance with counsel’s customary practices, up to a maximum aggregate amount of $500,00050,000 for each taxable year of the Executive, whether suit be brought or not, not and regardless of whether or not incurred in trial, bankruptcy, or appellate proceedings. The Bank’s obligation to pay the Executive’s legal fees under provided by this section 9.11 7.13 operates separately from and in addition to any legal fee reimbursement obligation the Bank may have with the Executive under any separate employment, severance, or other agreement between the Executive and the Bank. Despite anything in this section 9.11 Agreement to the contrary however, the Bank shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR 359.3].

Payment of Legal Fees. The Bank is aware that after a Change in Control management of the Bank could cause or attempt to cause the Bank to refuse to comply with its obligations under this Agreement Agreement, or could institute or cause or attempt to cause the Bank to institute litigation seeking to have this Agreement declared unenforceable unenforceable, or could take or attempt to take other action to deny the Executive the benefits intended under this Agreement. In these circumstances the purpose of this Agreement would be frustrated. The Bank desires that the Executive not be required to incur the expenses associated with the enforcement of rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder. The Bank desires that the Executive not be forced to negotiate settlement of rights under this Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive that (x) the Bank has failed to comply with any of its obligations under this Agreement, or (y) the Bank or any other person has taken any action to declare this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Bank irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s choice, at the Bank’s expense as provided in this section 9.11Section 8.13, to represent the Executive in the initiation or defense of any litigation or other legal action, whether by or against the Bank or any director, officer, stockholder, stockholder or other person affiliated with the Bank, in any jurisdiction. Despite any existing or previous attorney-client relationship between the Bank and any counsel chosen by the Executive under this section 9.11Section 8.13, the Bank irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, and the Bank and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section shall be paid or reimbursed to the Executive by the Bank on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by counsel in accordance with counsel’s customary practices, up to a maximum aggregate amount of $500,000, whether suit be brought or not, not and regardless of whether or not incurred in trial, bankruptcy, or appellate proceedings. The Bank’s obligation to pay the Executive’s legal fees under provided by this section 9.11 Section 8.13 operates separately from and in addition to any legal fee reimbursement obligation the Bank may have with the Executive under any separate employment, severance, a severance or employment or other agreement by and between the Executive and the Bank. Despite anything in any contrary provision within this section 9.11 to the contrary Agreement however, the Bank shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR 359.3].

Payment of Legal Fees. The Bank is aware that after a Change in Control management of the Bank could cause or attempt to cause the Bank to refuse to comply with its obligations under this Agreement Agreement, or could institute or cause or attempt to cause the Bank to institute litigation seeking to have this Agreement declared unenforceable unenforceable, or could take or attempt to take other action to deny the Executive the benefits intended under this Agreement. In these circumstances the purpose of this Agreement would be frustrated. The Bank desires that the Executive not be required to incur the expenses associated with the enforcement of rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder. The Bank desires that the Executive not be forced to negotiate settlement of rights under this Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive that (x) the Bank has failed to comply with any of its obligations under this Agreement, or (y) the Bank or any other person has taken any action to declare this Agreement void or unenforceable, unenforceable or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Bank irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s choice, at the Bank’s expense as provided in this section 9.118.13, to represent the Executive in the initiation or defense of any litigation or other legal action, whether by by, or against the Bank or any director, officer, stockholder, or other person affiliated with the Bank, in any jurisdiction. Despite any existing or previous attorney-client relationship between the Bank and any counsel chosen by the Executive under this section 9.118.13, the Bank irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, and the Bank and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section shall be paid or reimbursed to the Executive by the Bank on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by counsel in accordance with counsel’s customary practices, up to a maximum aggregate amount of $500,000100,000, whether suit be brought or not, and regardless of whether or not incurred in trial, bankruptcy, or appellate proceedings. The Bank’s obligation to pay the Executive’s legal fees under provided by this section 9.11 8.13 operates separately from and in addition to any legal fee reimbursement obligation the Bank or Paragon Commercial Corporation may have with the Executive under any separate employment, severance, or other agreement between the Executive and the BankBank or Paragon Commercial Corporation. Despite anything in this section 9.11 8.13 to the contrary however, the Bank shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] 1828(k)1 and Rule 359.3 of the Federal Deposit Insurance Corporation Xxxxxxxxxxx [12 CFR 00 XXX 359.3].

Payment of Legal Fees. (a) The Bank Corporation is aware that after upon the occurrence of a Change in Control Control, then current management of the Bank could Corporation may cause or attempt to cause the Bank Corporation to refuse to comply with its obligations under this Agreement Agreement, or could institute or may cause or attempt to cause the Bank Corporation to institute institute, or may institute, litigation seeking to have this Agreement declared unenforceable unenforceable, or could take may take, or attempt to take take, other action to deny the Executive Employee the benefits intended under this Agreement. In these circumstances circumstances, the purpose of this Agreement would could be frustrated. The Bank desires It is the intent of the Corporation that the Executive Employee not be required to incur the expenses associated with the enforcement of his rights under this Agreement, whether Agreement by litigation or other legal action, action because the cost and expense thereof would substantially detract from the benefits intended to be granted extended to the Executive Employee hereunder. The Bank desires that the Executive not , nor be forced bound to negotiate any settlement of his rights under this Agreement hereunder under threat of incurring such expenses. Accordingly, if after following a Change in Control occurs of the Corporation it appears should appear to the Executive Employee that (xi) the Bank Corporation has failed to comply with any of its obligations under this Agreement, or (yii) the Corporation or the Bank, as the case may be, has failed to comply with any other plan or arrangement maintained by the Corporation or the Bank under which the Employee is or may be entitled to receive benefits or (iii) in the event that the Corporation or any other person has taken takes any action to declare this Agreement void or unenforceable, or instituted institutes any litigation or other legal action designed to deny, diminish, diminish or to recover from the Executive from, Employee the benefits intended to be provided to the Executive Employee hereunder, the Bank Corporation irrevocably authorizes the Executive Employee from time to time to retain counsel of the Executive’s choice, his choice at the Bank’s expense of the Corporation as provided in this section 9.11Paragraph 7, to represent the Executive Employee in connection with the initiation or defense of any litigation or other legal action, whether by or against the Bank Corporation or any director, officer, stockholder, stockholder or other person affiliated with the BankCorporation, in any jurisdiction. Despite any existing or previous attorney-client relationship between the Bank and any counsel chosen by the Executive under this section 9.11, the Bank irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, and the Bank and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive Employee as hereinabove provided in this section shall be paid or reimbursed to the Executive Employee by the Bank Corporation on a regular, periodic basis upon presentation by the Executive Employee of a statement or statements prepared by such counsel in accordance with such counsel’s 's customary practices, up to a maximum aggregate amount of $500,000. (b) Upon the occurrence of a Change in Control, whether suit be brought or not, and whether or not incurred in trial, bankruptcy, or appellate proceedings. The Bank’s obligation to pay the Executive’s legal fees under this section 9.11 operates separately from and in addition to any $500,000 cap on legal fee reimbursement obligation will be subject to a cost of living adjustment equal to the Bank may have with value of the Executive under any separate employmentexpression A x B, severancein which expression: A = $500,000; and B= Cost of living adjustment or inflation factor. This is computed by dividing the Consumer Price Index for All Urban Consumers ("CPI-U") prepared by the U.S. Bureau of Labor Statistics, or other agreement between any successor thereto, for the Executive and CPI-U for January of the Bankyear during which the Change in Control occurs by the CPI-U for January 2000. Despite anything The cost of living adjustment provided in this section 9.11 Paragraph 7(b) shall be considered to the contrary however, the Bank shall not be required to pay or reimburse the Executive’s part of Employee's payment of legal expenses if doing so would violate section 18(k) fees for purposes of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR 359.3]this Agreement.

Payment of Legal Fees. The Bank is aware that after a Change in Control management of the Bank could cause or attempt to cause the Bank to refuse to comply with its obligations under this Agreement Agreement, or could institute or cause or attempt to cause the Bank to institute litigation seeking to have this Agreement declared unenforceable unenforceable, or could take or attempt to take other action to deny the Executive the benefits intended under this Agreement. In these circumstances the purpose of this Agreement would be frustrated. The Bank desires that the Executive not be required to incur the expenses associated with the enforcement of rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder. The Bank desires that the Executive not be forced to negotiate settlement of rights under this Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive that (x) the Bank has failed to comply with any of its obligations under this Agreement, or (y) the Bank or any other person has taken any action to declare this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Bank irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s choice, at the Bank’s expense as provided in this section 9.118.13, to represent the Executive in the initiation or defense of any litigation or other legal action, whether by or against the Bank or any director, officer, stockholder, stockholder or other person affiliated with the Bank, in any jurisdiction. Despite any existing or previous attorney-client relationship between the Bank and any counsel chosen by the Executive under this section 9.118.13, the Bank irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, and the Bank and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section shall be paid or reimbursed to the Executive by the Bank on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by counsel in accordance with counsel’s customary practices, up to a maximum aggregate amount of $500,000, whether suit be brought or not, and whether or not incurred in trial, bankruptcy, or appellate proceedings. The Bank’s obligation to pay the Executive’s legal fees under this section 9.11 operates separately from and in addition to any legal fee reimbursement obligation the Bank may have with the Executive under any separate employment, severance, or other agreement between the Executive and the Bank. Despite anything in this section 9.11 to the contrary however, the Bank shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR 359.3].that

Payment of Legal Fees. The Bank is aware that after a Change in Control management of the Bank could cause or attempt to cause the Bank to refuse to comply with its obligations under this Agreement Agreement, or could institute or cause or attempt to cause the Bank to institute litigation seeking to have this Agreement declared unenforceable unenforceable, or could take or attempt to take other action to deny the Executive the benefits intended under this Agreement. In these circumstances the purpose of this Agreement would be frustrated. The It is the intention of the Bank desires that the Executive not be required to incur the expenses associated with the enforcement of rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder. The It is the intention of the Bank desires that the Executive not be forced to negotiate settlement of rights under this Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive that (x) the Bank has failed to comply with any of its obligations under this Agreement, or (y) the Bank or any other person has taken any action to declare this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Bank irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s choice, at the Bank’s expense as provided in this section 9.117.13, to represent the Executive in the initiation or defense of any litigation or other legal action, whether by or against the Bank or any director, officer, stockholder, or other person affiliated with the Bank, in any jurisdiction. Despite any existing or previous attorney-client relationship between the Bank and any counsel chosen by the Executive under this section 9.117.13, the Bank irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, and the Bank and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section shall be paid or reimbursed to the Executive by the Bank on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by such counsel in accordance with such counsel’s customary practices, up to a maximum aggregate amount of $500,000250,000, whether suit be brought or not, and whether or not incurred in trial, bankruptcy, or appellate proceedings. The Bank’s obligation to pay the Executive’s legal fees under provided by this section 9.11 7.13 operates separately from and in addition to any legal fee reimbursement obligation the Bank may have with the Executive under any separate employment, severance, or other agreement between the Executive and the Bank. Despite anything in any contrary provision within this section 9.11 to the contrary Agreement however, the Bank shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation Xxxxxxxxxxx [12 CFR 00 XXX 359.3].

Payment of Legal Fees. The Bank is aware that after a Change in Control management of the Bank could cause or attempt to cause the Bank to refuse to comply with its obligations under this Agreement Agreement, or could institute or cause or attempt to cause the Bank to institute litigation seeking to have this Agreement declared unenforceable unenforceable, or could take or attempt to take other action to deny the Executive the benefits intended under this Agreement. In these circumstances the purpose of this Agreement would be frustrated. The Bank desires intends that the Executive not be required to incur the expenses associated with the enforcement of rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder. The Bank desires intends that the Executive not be forced to negotiate settlement of rights under this Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive that (x) the Bank has failed to comply with any of its obligations under this Agreement, or (y) the Bank or any other person has taken any action to declare this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Bank irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s choice, at the Bank’s expense as provided in this section 9.117.13, to represent the Executive in the initiation or defense of any litigation or other legal action, whether by or against the Bank or any director, officer, stockholder, or other person affiliated with the Bank, in any jurisdiction. Despite any existing or previous attorney-client relationship between the Bank and any counsel chosen by the Executive under this section 9.117.13, the Bank irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, and the Bank and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section shall be paid or reimbursed to the Executive by the Bank on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by counsel in accordance with counsel’s customary practices, up to a maximum aggregate amount of $500,000250,000, whether suit be brought or not, and whether or not incurred in trial, bankruptcy, or appellate proceedings. The Bank’s obligation to pay the Executive’s legal fees under provided by this section 9.11 7.13 operates separately from and in addition to any legal fee reimbursement obligation the Bank may have with the Executive under any separate employment, severance, or other agreement between the Executive and the Bank. Despite anything in any contrary provision within this section 9.11 to the contrary Agreement however, the Bank shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation Xxxxxxxxxxx [12 CFR 00 XXX 359.3].

Payment of Legal Fees. The Bank is aware that after a Change in Control management of the Bank could cause or attempt to cause the Bank to refuse to comply with its obligations under this Agreement or could institute or cause or attempt to cause the Bank to institute litigation seeking to have this Agreement declared unenforceable or could take or attempt to take other action to deny the Executive the benefits intended under this Agreement. In these circumstances the purpose of this Agreement would be frustrated. The Bank MidCarolina desires that the Executive not be required to incur legal fees and the related costs and expenses associated with the enforcement interpretation, enforcement, or defense of Executive’s rights under this Agreement, whether Agreement by litigation or other legal actionotherwise, because the cost and expense amounts thereof would substantially detract from the benefits intended to be granted extended to the Executive hereunder. The Bank desires that the Executive not be forced to negotiate settlement of rights under this Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive that (x) the Bank has failed to comply with any of its obligations under this Agreement. Therefore, even if the Executive does not prevail in whole or (y) the Bank or any other person has taken any action to declare this Agreement void or unenforceable, or instituted any in part in litigation or other legal action designed to denyassociated with the interpretation, diminishenforcement, or defense of his rights under this Agreement, MidCarolina hereby agrees to recover from the Executive the benefits intended to pay and be provided to the Executive hereundersolely financially responsible for any and all attorneys’ and related fees, the Bank irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s choice, at the Bank’s expense as provided in this section 9.11, to represent costs and expenses incurred by the Executive in the initiation or defense of any litigation or other legal action, whether by or against the Bank or any director, officer, stockholder, or other person affiliated with the Bank, in any jurisdiction. Despite any existing or previous attorney-client relationship between the Bank and any counsel chosen by the Executive under this section 9.11, the Bank irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, and the Bank and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section shall be paid or reimbursed to the Executive by the Bank on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by counsel in accordance with counsel’s customary practices, up to a maximum aggregate amount of $500,000250,000, whether suit be brought or not, and whether or not incurred in trial, bankruptcy, or appellate proceedings. The Bankfees and expenses of counsel selected by the Executive shall be paid or reimbursed to the Executive by MidCarolina on a regular, periodic basis, upon presentation by the Executive of a statement or statements prepared by such counsel in accordance with counsel’s customary practices. Anything herein to the contrary notwithstanding, nothing in this Agreement authorizes MidCarolina to pay or the Executive to demand payment of fees, costs and expenses if and to the extent payment of fees, costs and expenses constitutes a “prohibited indemnification payment” within the meaning of Federal Deposit Insurance Corporation Rule 359.1(l)(1) [12 CFR 359.1(l)(1)]. MidCarolina’s obligation in this Section 7 to pay the Executive’s legal fees under this section 9.11 operates separately from and in addition to any legal fee reimbursement obligation the Bank MidCarolina or a Subsidiary may have with the Executive under any separate employment, severance, employment or other agreement between the Executive and MidCarolina. MidCarolina irrevocably authorizes the Bank. Despite anything Executive to retain from time to time counsel of Executive’s choice to advise and represent him in the interpretation, enforcement, or defense of his rights under this section 9.11 Agreement, if – 1) the Executive concludes that MidCarolina has failed to comply with any of its obligations under this Agreement, or 2) if MidCarolina or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the contrary howeverExecutive under this Agreement, including without limitation the Bank shall not be required to pay initiation or reimburse the Executive’s defense of any litigation or other legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR 359.3]action, whether by or against MidCarolina or any director, officer, stockholder, or other person affiliated with MidCarolina, in any jurisdiction.

Payment of Legal Fees. The Bank Middlefield is aware that after a Change in Control management of the Bank could cause or attempt to cause the Bank Middlefield to refuse to comply with its obligations under this Agreement Agreement, or could institute or cause or attempt to cause the Bank Middlefield to institute litigation seeking to have this Agreement declared unenforceable unenforceable, or could take or attempt to take other action to deny the Executive the benefits intended under this Agreement. In these circumstances the purpose purposes of this Agreement would be frustrated. The Bank Middlefield desires that the Executive not be required to incur the expenses associated with the enforcement of rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder. The Bank Middlefield desires that the Executive not be forced to negotiate settlement of rights under this Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive that (x) the Bank Middlefield has failed to comply with any of its obligations under this Agreement, or (y) the Bank Middlefield or any other person has taken any action to declare this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Bank Middlefield irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s choice, at the BankMiddlefield’s expense as provided in this section 9.117, to represent the Executive in the initiation or defense of any litigation or other legal action, whether by or against the Bank Middlefield or any director, officer, stockholder, or other person affiliated with the BankMiddlefield, in any jurisdiction. Despite any existing or previous attorney-client relationship between the Bank Middlefield and any counsel chosen by the Executive under this section 9.117, the Bank Middlefield irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, counsel and the Bank Middlefield and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section shall be paid or reimbursed to the Executive by the Bank Middlefield on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by counsel in accordance with counsel’s customary practices, up to a maximum aggregate amount of $500,000, whether suit be brought or not, and whether or not incurred in trial, bankruptcy, or appellate proceedings. The BankMiddlefield’s obligation to pay the Executive’s legal fees under this section 9.11 7 operates separately from and in addition to any legal fee reimbursement obligation the Bank Middlefield may have with the Executive under any separate employment, severance, or other agreement between the Executive and the Bankagreement. Despite anything in any contrary provision of this section 9.11 to the contrary Agreement however, the Bank Middlefield shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR 359.3].

Payment of Legal Fees. The Bank Employer is aware that after a Change in Control management of the Bank could cause or attempt to cause the Bank Employer to refuse to comply with its obligations under this Agreement Employment Agreement, or could institute or cause or attempt to cause the Bank Employer to institute litigation seeking to have this Employment Agreement declared unenforceable unenforceable, or could take or attempt to take other action to deny the Executive the benefits intended under this Employment Agreement. In these circumstances circumstances, the purpose of this Employment Agreement would be frustrated. The Bank desires It is the Employer’s intention that the Executive not be required to incur the expenses associated with the enforcement of his rights under this Employment Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder. The Bank desires It is the Employer’s intention that the Executive not be forced to negotiate settlement of his rights under this Employment Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive that (xa) the Bank Employer has failed to comply with any of its obligations under this Employment Agreement, or (yb) the Bank Employer or any other person has taken any action to declare this Employment Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Bank Employer irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s his choice, at the BankEmployer’s expense as provided in this section 9.11Section 8.9, to represent the Executive in connection with the initiation or defense of any litigation or other legal action, whether by or against the Bank Employer or any director, officer, stockholder, or other person affiliated with the BankEmployer, in any jurisdiction. Despite Notwithstanding any existing or previous attorney-client relationship between the Bank Employer and any counsel chosen by the Executive under this section 9.11Section 8.9, the Bank Employer irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, and the Bank Employer and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section shall be paid or reimbursed to the Executive by the Bank Employer on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by such counsel in accordance with such counsel’s customary practices, up to a maximum aggregate amount of $500,000, whether suit be brought or not, and whether or not incurred in trial, bankruptcy, or appellate proceedings. The BankEmployer’s obligation to pay the Executive’s legal fees under provided by this section 9.11 Section 8.9 operates separately from and in addition to any legal fee reimbursement obligation the Bank Employer may have with the Executive under any separate employment, severance, severance or other agreement between the Executive and the Bankagreement. Despite anything Anything in this section 9.11 Section 8.9 to the contrary notwithstanding however, the Bank Employer shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation Cxxxxxxxxxx [12 CFR 00 XXX 359.3].

Payment of Legal Fees. The Bank is aware that after a Change in Control management of the Bank could cause or attempt to cause the Bank to refuse to comply with its obligations under this Agreement Agreement, or could institute or cause or attempt to cause the Bank to institute litigation seeking to have this Agreement declared unenforceable unenforceable, or could take or attempt to take other action to deny the Executive the benefits intended under this Agreement. In these circumstances the purpose of this Agreement would be frustrated. The Bank desires It is the Bank’s intention that the Executive not be required to incur the expenses associated with the enforcement of rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder. The Bank desires It is the Bank’s intention that the Executive not be forced to negotiate settlement of rights under this Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive that (x) the Bank has failed to comply with any of its obligations under this Agreement, or (y) the Bank or any other person has taken any action to declare this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Bank irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s choice, at the Bank’s expense as provided in this section 9.118.9, to represent the Executive in the initiation or defense of any litigation or other legal action, whether by or against the Bank or any director, officer, stockholder, or other person affiliated with the Bank, in any jurisdiction. Despite any existing or previous attorney-client relationship between the Bank and any counsel chosen by the Executive under this section 9.118.9, the Bank irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, and the Bank and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section shall be paid or reimbursed to the Executive by the Bank on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by such counsel in accordance with such counsel’s customary practices, up to a maximum aggregate amount of $500,000350,000, whether suit be brought or not, and whether or not incurred in trial, bankruptcy, or appellate proceedings. The Bank’s obligation to pay the Executive’s legal fees under this section 9.11 8.9 operates separately from and in addition to any legal fee reimbursement obligation the Bank may have with the Executive under any separate employmentseverance, severancesalary continuation, or other agreement between the Executive and the Bankagreement. Despite anything in this section 9.11 8.9 to the contrary however, the Bank shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation Xxxxxxx Xxxxxxx Xxxxxxxxx Xxxx [12 CFR 00 XXX 359.3].

Payment of Legal Fees. The Bank is aware that after a Change in Control management of the Bank could cause or attempt to cause the Bank to refuse to comply with its obligations under this Agreement Agreement, or could institute or cause or attempt to cause the Bank to institute litigation seeking to have this Agreement declared unenforceable unenforceable, or could take or attempt to take other action to deny the Executive the benefits intended under this Agreement. In these circumstances circumstances, the purpose of this Agreement would be frustrated. The It is the intention of the Bank desires that the Executive not be required to incur the expenses associated with the enforcement of his rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder. The It is the intention of the Bank desires that the Executive not be forced to negotiate settlement of his rights under this Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive that (xa) the Bank has failed to comply with any of its obligations under this Agreement, or (yb) the Bank or any other person has taken any action to declare this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Bank irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s his choice, at the Bank’s expense of the Bank as provided in this section 9.11Section 7.13, to represent the Executive in connection with the initiation or defense of any litigation or other legal action, whether by or against the Bank or any director, officer, stockholder, or other person affiliated with the Bank, in any jurisdiction. Despite Notwithstanding any existing or previous attorney-client relationship between the Bank and any counsel chosen by the Executive under this section 9.11Section 7.13, the Bank irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, and the Bank and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section shall be paid or reimbursed to the Executive by the Bank on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by such counsel in accordance with such counsel’s =s customary practices, up to a maximum aggregate amount of $500,000, whether suit be brought or not, and whether or not incurred in trial, bankruptcy, or appellate proceedings25,000. The Bank’s =s obligation to pay the Executive’s =s legal fees under provided by this section 9.11 Section 7.13 operates separately from and in addition to any legal fee reimbursement obligation the Bank may have with the Executive under any separate employment, severance, or other agreement between the Executive and the Bank. Despite anything in this section 9.11 to the contrary however, the Bank shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR 359.3].

Payment of Legal Fees. The Bank is aware that after a Change in Control management of the Bank could cause or attempt to cause the Bank to refuse to comply with its obligations under this Agreement or could institute or cause or attempt to cause the Bank to institute litigation seeking to have this Agreement declared unenforceable or could take or attempt to take other action to deny the Executive the benefits intended under this Agreement. In these circumstances the purpose of this Agreement would be frustrated. The Bank Middlefield desires that the Executive not be required to incur legal fees and the related costs and expenses associated with the interpretation, enforcement or defense of Executive’s rights under this Agreement, whether Agreement by litigation or other legal actionotherwise, because the cost and expense amounts thereof would substantially detract from the benefits intended to be granted extended to the Executive hereunderunder this Agreement. The Bank desires that Therefore, even if the Executive does not be forced to negotiate settlement prevail in whole or in part in litigation or other legal action associated with the interpretation, enforcement or defense of Executive’s rights under this Agreement under threat Agreement, Middlefield hereby agrees to pay and be solely financially responsible for any and all attorneys’ and related fees, costs and expenses incurred by the Executive in the litigation or other legal action, up to a maximum of incurring expenses$500,000. Accordingly, if after a Change in Control occurs it appears The fees and expenses of counsel selected by the Executive shall be paid or reimbursed to the Executive that by Middlefield on a regular, periodic basis, upon presentation by the Executive of a statement or statements prepared by such counsel in accordance with counsel’s customary practices. Anything herein to the contrary notwithstanding, nothing in this Agreement authorizes Middlefield to pay or the Executive to demand payment of fees, costs and expenses if and to the extent payment of fees, costs and expenses constitutes a “prohibited indemnification payment” within the meaning of Federal Deposit Insurance Corporation Rule 359.1(l)(1) [12 CFR 359.1(l)(1)]. Middlefield’s obligation in this Section 7 to pay the Executive’s legal fees operates separately from and in addition to any legal fee reimbursement obligation Middlefield or a Subsidiary may have under any separate employment or other agreement between the Executive and Middlefield. Middlefield irrevocably authorizes the Executive to retain from time to time counsel of Executive’s choice to advise and represent him in the interpretation, enforcement or defense of the parties’ rights and responsibilities under this Agreement, if — (x1) the Bank Executive concludes that Middlefield has failed to comply with any of its obligations under this Agreement, or or (y2) the Bank if Middlefield or any other person has taken takes or threatens to take any action to declare this Agreement void or unenforceable, or instituted institutes any litigation or other legal action or proceeding designed to deny, diminish, or to recover from from, the Executive the benefits provided or intended to be provided to the Executive hereunderunder this Agreement, the Bank irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s choice, at the Bank’s expense as provided in this section 9.11, to represent the Executive in including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Bank Middlefield or any director, officer, stockholder, stockholder or other person affiliated with the BankMiddlefield, in any jurisdiction. Despite any existing or previous attorney-client relationship between the Bank and any counsel chosen by the Executive under this section 9.11, the Bank irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, and the Bank and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section shall be paid or reimbursed to the Executive by the Bank on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by counsel in accordance with counsel’s customary practices, up to a maximum aggregate amount of $500,000, whether suit be brought or not, and whether or not incurred in trial, bankruptcy, or appellate proceedings. The Bank’s obligation to pay the Executive’s legal fees under this section 9.11 operates separately from and in addition to any legal fee reimbursement obligation the Bank may have with the Executive under any separate employment, severance, or other agreement between the Executive and the Bank. Despite anything in this section 9.11 to the contrary however, the Bank shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR 359.3].

Payment of Legal Fees. The Bank Employer is aware that after a Change in Control management of the Bank could cause or attempt to cause the Bank Employer to refuse to comply with its the obligations under this Agreement Agreement, or could institute or cause or attempt to cause the Bank Employer to institute litigation seeking to have this Agreement declared unenforceable unenforceable, or could take or attempt to take other action to deny the Executive the benefits intended under this Agreement. In these circumstances the purpose of this Agreement would be frustrated. The Bank desires It is Employer's intention that the Executive not be required to incur the expenses associated with the enforcement of his rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder. The Bank desires It is Employer's intention that the Executive not be forced to negotiate settlement of his rights under this Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive that (xa) the Bank Employer has failed to comply with any of its obligations under this Agreement, or (yb) the Bank Employer or any other person has taken any action to declare this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Bank Employer irrevocably authorizes authorize the Executive from time to time to retain counsel of the Executive’s his choice, at the Bank’s Employer's expense as provided in this section 9.11paragraph (b), to represent the Executive in connection with the initiation or defense of any litigation or other legal action, whether by or against the Bank Employer or any director, officer, stockholder, or other person affiliated with the BankEmployer, in any jurisdiction. Despite Notwithstanding any existing or previous attorney-client relationship between the Bank Employer and any counsel chosen by the Executive under this section 9.11paragraph (b), the Bank Employer irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, and the Bank Employer and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section shall be paid or reimbursed to the Executive by the Bank Employer on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by such counsel in accordance with such counsel’s 's customary practices, up to a maximum aggregate amount of $500,000, whether suit be brought or not, and whether or not incurred in trial, bankruptcy, or appellate proceedings. The Bank’s Employer's obligation to pay the Executive’s 's legal fees under provided by this section 9.11 paragraph (b) operates separately from and in addition to any legal fee reimbursement obligation the Bank Employer may have with the Executive under any separate severance, employment, severancesalary continuation, or other agreement between the Executive and the Bankagreement. Despite anything Anything in this section 9.11 paragraph (b) to the contrary notwithstanding however, the Bank Employer shall not be required to pay or reimburse the Executive’s 's legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR 359.3]. Paragraphs (d) through (h) of section 20 of the Executive Employment Agreement shall remain in full force and effect, except that they shall be redesignated paragraphs (c) through (g).

Payment of Legal Fees. The Bank Middlefield is aware that after a Change in Control management of the Bank could cause or attempt to cause the Bank Middlefield to refuse to comply with its obligations under this Agreement Agreement, or could institute or cause or attempt to cause the Bank Middlefield to institute litigation seeking to have this Agreement declared unenforceable unenforceable, or could take or attempt to take other action to deny the Executive the benefits intended under this Agreement. In these circumstances the purpose purposes of this Agreement would be frustrated. The Bank Middlefield desires that the Executive not be required to incur the expenses associated with the enforcement of rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder. The Bank Middlefield desires that the Executive not be forced to negotiate settlement of rights under this Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive that (x) the Bank Middlefield has failed to comply with any of its obligations under this Agreement, or (y) the Bank Middlefield or any other person has taken any action to declare this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Bank Middlefield irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s choice, at the BankMiddlefield’s expense as provided in this section 9.116, to represent the Executive in the initiation or defense of any litigation or other legal action, whether by or against the Bank Middlefield or any director, officer, stockholder, or other person affiliated with the BankMiddlefield, in any jurisdiction. Despite any existing or previous attorney-client relationship between the Bank Middlefield and any counsel chosen by the Executive under this section 9.116, the Bank Middlefield irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, counsel and the Bank Middlefield and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section shall be paid or reimbursed to the Executive by the Bank Middlefield on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by counsel in accordance with counsel’s customary practices, up to a maximum aggregate amount of $500,000400,000, whether suit be brought or not, and whether or not incurred in trial, bankruptcy, or appellate proceedings. The BankMiddlefield’s obligation to pay the Executive’s legal fees under this section 9.11 6 operates separately from and in addition to any legal fee reimbursement obligation the Bank Middlefield may have with the Executive under any separate employment, severance, or other agreement between the Executive and the Bankagreement. Despite anything in any contrary provision of this section 9.11 to the contrary Agreement however, the Bank Middlefield shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR 359.3].

Payment of Legal Fees. The Bank is aware that after a Change in Control management of the Bank could cause or attempt to cause the Bank to refuse to comply with its obligations under this Agreement Agreement, or could institute or cause or attempt to cause the Bank to institute litigation seeking to have this Agreement declared unenforceable unenforceable, or could take or attempt to take other action to deny the Executive the benefits intended under this Agreement. In these circumstances the purpose of this Agreement would be frustrated. The It is the intention of the Bank desires that the Executive not be required to incur the expenses associated with the enforcement of rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder. The It is the intention of the Bank desires that the Executive not be forced to negotiate settlement of rights under this Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive that (x) the Bank has failed to comply with any of its obligations under this Agreement, or (y) the Bank or any other person has taken any action to declare this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Bank irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s choice, at the Bank’s expense as provided in this section 9.117.13, to represent the Executive in the initiation or defense of any litigation or other legal action, whether by or against the Bank or any director, officer, stockholder, or other person affiliated with the Bank, in any jurisdiction. Despite any existing or previous attorney-client relationship between the Bank and any counsel chosen by the Executive under this section 9.117.13, the Bank irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, and the Bank and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section shall be paid or reimbursed to the Executive by the Bank on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by such counsel in accordance with such counsel’s customary practices, up to a maximum aggregate amount of $500,000250,000, whether suit be brought or not, and whether or not incurred in trial, bankruptcy, or appellate proceedings. The Bank’s obligation to pay the Executive’s legal fees under provided by this section 9.11 7.13 operates separately from and in addition to any legal fee reimbursement obligation the Bank may have with the Executive under any separate employment, severance, or other agreement between the Executive and the Bank. Despite anything in any contrary provision within this section 9.11 to the contrary Agreement however, the Bank shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation Cxxxxxxxxxx [12 CFR 00 XXX 359.3].

Payment of Legal Fees. The Bank is aware that after a Change in Control management of the Bank could cause or attempt to cause the Bank to refuse to comply with its obligations under this Agreement Agreement, or could institute or cause or attempt to cause the Bank to institute litigation seeking to have this Agreement declared unenforceable unenforceable, or could take or attempt to take other action to deny the Executive the benefits intended under this Agreement. In these circumstances circumstances, the purpose of this Agreement would be frustrated. The It is the intention of the Bank desires that the Executive not be required to incur the expenses associated with the enforcement of rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder. The It is the intention of the Bank desires that the Executive not be forced to negotiate settlement of rights under this Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive that (x) the Bank has failed to comply with any of its obligations under this Agreement, or (y) the Bank or any other person has taken any action to declare this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Bank irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s choice, at the Bank’s expense of the Bank as provided in this section 9.117.13, to represent the Executive in connection with the initiation or defense of any litigation or other legal action, whether by or against the Bank or any director, officer, stockholder, or other person affiliated with the Bank, in any jurisdiction. Despite Notwithstanding any existing or previous attorney-client relationship between the Bank and any counsel chosen by the Executive under this section 9.117.13, the Bank irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, and the Bank and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section shall be paid or reimbursed to the Executive by the Bank on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by such counsel in accordance with such counsel’s customary practices, up to a maximum aggregate amount of Five Hundred Thousand & No/100 ($500,000) Dollars, whether suit be brought or not, and whether or not incurred in trial, bankruptcy, or appellate proceedings. The Bank’s obligation to pay the Executive’s legal fees under provided by this section 9.11 7.13 operates separately from and in addition to any legal fee reimbursement obligation the Bank may have with the Executive under any separate employment, severance, or other agreement between the Executive and the Bank. Despite anything Anything in this section 9.11 7.13 to the contrary notwithstanding however, the Bank shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR 359.3].

Payment of Legal Fees. The Bank Middlefield is aware that after a Change in Control management of the Bank could cause or attempt to cause the Bank Middlefield to refuse to comply with its obligations under this Agreement Agreement, or could institute or cause or attempt to cause the Bank Middlefield to institute litigation seeking to have this Agreement declared unenforceable unenforceable, or could take or attempt to take other action to deny the Executive the benefits intended under this Agreement. In these circumstances the purpose purposes of this Agreement would be frustrated. The Bank Middlefield desires that the Executive not be required to incur the expenses associated with the enforcement of rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder. The Bank Middlefield desires that the Executive not be forced to negotiate settlement of rights under this Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive that (x) the Bank Middlefield has failed to comply with any of its obligations under this Agreement, or (y) the Bank Middlefield or any other person has taken any action to declare this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Bank Middlefield irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s choice, at the BankMiddlefield’s expense as provided in this section 9.117, to represent the Executive in the initiation or defense of any litigation or other legal action, whether by or against the Bank Middlefield or any director, officer, stockholder, or other person affiliated with the BankMiddlefield, in any jurisdiction. Despite any existing or previous attorney-client relationship between the Bank Middlefield and any counsel chosen by the Executive under this section 9.117, the Bank Middlefield irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, counsel and the Bank Middlefield and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section shall be paid or reimbursed to the Executive by the Bank Middlefield on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by counsel in accordance with counsel’s customary practices, up to a maximum aggregate amount of $500,000, whether suit be brought or not, and whether or not incurred in trial, bankruptcy, or appellate proceedings. The BankMiddlefield’s obligation to pay the Executive’s legal fees under this section 9.11 7 operates separately from and in addition to any legal fee reimbursement obligation the Bank Middlefield may have with the Executive under any separate employment, severance, severance or other agreement between the Executive and the Bankagreement. Despite anything in any contrary provision of this section 9.11 to the contrary Agreement however, the Bank Middlefield shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR 359.3].

Payment of Legal Fees. The Bank is aware that after a Change in Control management of the Bank could cause or attempt to cause the Bank to refuse to comply with its obligations under this Agreement Agreement, or could institute or cause or attempt to cause the Bank to institute litigation seeking to have this Agreement declared unenforceable unenforceable, or could take or attempt to take other action to deny the Executive the benefits intended under this Agreement. In these circumstances the purpose of this Agreement would be frustrated. The Bank desires intends that the Executive not be required to incur the expenses associated with the enforcement of rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder. The Bank desires intends that the Executive not be forced to negotiate settlement of rights under this Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive that (x) the Bank has failed to comply with any of its obligations under this Agreement, or (y) the Bank or any other person has taken any action to declare this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Bank irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s choice, at the Bank’s expense as provided in this section 9.117.13, to represent the Executive in the initiation or defense of any litigation or other legal action, whether by or against the Bank or any director, officer, stockholder, or other person affiliated with the Bank, in any jurisdiction. Despite any existing or previous attorney-client relationship between the Bank and any counsel chosen by the Executive under this section 9.117.13, the Bank irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, and the Bank and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section shall be paid or reimbursed to the Executive by the Bank on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by counsel in accordance with counsel’s customary practices, up to a maximum aggregate amount of $500,000, whether suit be brought or not, and whether or not incurred in trial, bankruptcy, or appellate proceedings. The Bank’s obligation to pay the Executive’s legal fees under provided by this section 9.11 7.13 operates separately from and in addition to any legal fee reimbursement obligation the Bank may have with the Executive under any separate employment, severance, or other agreement between the Executive and the Bank. Despite anything in any contrary provision within this section 9.11 to the contrary Agreement however, the Bank shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation Cxxxxxxxxxx [12 CFR 00 XXX 359.3].

Payment of Legal Fees. The Bank is aware that after a Change in Control management of the Bank could cause or attempt to cause the Bank to refuse to comply with its obligations under this Agreement Agreement, or could institute or cause or attempt to cause the Bank to institute litigation seeking to have this Agreement declared unenforceable unenforceable, or could take or attempt to take other action to deny the Executive the benefits intended under this Agreement. In these circumstances circumstances, the purpose of this Agreement would could be frustrated. The It is the intent of the Bank desires that the Executive not be required to incur the expenses associated with the enforcement of his rights under this Agreement, whether Agreement by litigation or other legal action, action because the cost and expense thereof would substantially detract from the benefits intended to be granted extended to the Executive hereunder. The Bank desires that the Executive not , nor be forced bound to negotiate any settlement of his rights under this Agreement hereunder under threat of incurring such expenses. Accordingly, if after a Change in Control occurs (a) it appears to the Executive that (x) the Bank has failed to comply with any of its obligations under this Agreement, or (yb) the Bank or any other person has taken takes any action to declare this Agreement void or unenforceable, or instituted institutes any litigation or other legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Bank irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s choice, his choice at the Bank’s expense of the Bank as provided in this section 9.11Section 8.13, to represent the Executive in the initiation or defense of any litigation or other legal action, whether by or against the Bank or any director, officer, stockholder, or other person affiliated with the Bank, in any jurisdiction. Despite any existing or previous attorney-client relationship between the Bank and any counsel chosen by the Executive under this section 9.11, the Bank irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, and the Bank and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as herein above provided in this section shall be paid or reimbursed to the Executive by the Bank on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by such counsel in accordance with such counsel’s 's customary practices, up to a maximum aggregate amount of $500,000, whether suit be brought or not, and whether or not incurred in trial, bankruptcy, or appellate proceedings. The Bank’s 's obligation to pay the Executive’s 's legal fees under provided by this section 9.11 Section 8.13 operates separately from from, and in addition to to, any legal fee reimbursement obligation the Bank or Bancorp may have with the Executive under any separate employment, severance, an employment or other agreement between the Executive and the Bank. Despite anything in this section 9.11 to the contrary however, the Bank shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR 359.3]agreement.

Payment of Legal Fees. The Bank is aware that after a Change in Control management of the Bank could cause or attempt to cause the Bank to refuse to comply with its obligations under this Agreement Agreement, or could institute or cause or attempt to cause the Bank to institute litigation seeking to have this Agreement declared unenforceable unenforceable, or could take or attempt to take other action to deny the Executive the benefits intended under this Agreement. In these circumstances the purpose of this Agreement would be frustrated. The Bank desires that the Executive not be required to incur the expenses associated with the enforcement of rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder. The Bank desires that the Executive not be forced to negotiate settlement of rights under this Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive that (x) the Bank has failed to comply with any of its obligations under this Agreement, or (y) the Bank or any other person has taken any action to declare this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Bank irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s choice, at the Bank’s expense as provided in this section 9.117.13, to represent the Executive in the initiation or defense of any litigation or other legal action, whether by or against the Bank or any director, officer, stockholder, or other person affiliated with the Bank, in any jurisdiction. Despite any existing or previous attorney-client relationship between the Bank and any counsel chosen by the Executive under this section 9.117.13, the Bank irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, and the Bank and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section shall be paid or reimbursed to the Executive by the Bank on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by counsel in accordance with counsel’s customary practices, up to a maximum aggregate amount of $500,00050,000, whether suit be brought or not, and whether or not incurred in trial, bankruptcy, or appellate proceedings. The Bank’s obligation to pay the Executive’s legal fees under provided by this section 9.11 7.13 operates separately from and in addition to any legal fee reimbursement obligation the Bank may have with the Executive under any separate employment, severance, or other agreement between the Executive and the Bank. Despite anything in this section 9.11 7.13 to the contrary however, the Bank shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation Xxxxxxxxxxx [12 CFR 00 XXX 359.3].

Payment of Legal Fees. The Bank Employer is aware that after a Change in Control management of the Bank could cause or attempt to cause the Bank Employer to refuse to comply with its the obligations under this Agreement Agreement, or could institute or cause or attempt to cause the Bank Employer to institute litigation seeking to have this Agreement declared unenforceable unenforceable, or could take or attempt to take other action to deny the Executive the benefits intended under this Agreement. In these circumstances the purpose of this Agreement would be frustrated. The Bank desires It is Employer’s intention that the Executive not be required to incur the expenses associated with the enforcement of his rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder. The Bank desires It is Employer’s intention that the Executive not be forced to negotiate settlement of his rights under this Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive that (xa) the Bank Employer has failed to comply with any of its obligations under this Agreement, or (yb) the Bank Employer or any other person has taken any action to declare this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Bank Employer irrevocably authorizes authorize the Executive from time to time to retain counsel of the Executive’s his choice, at the BankEmployer’s expense as provided in this section 9.11paragraph (b), to represent the Executive in connection with the initiation or defense of any litigation or other legal action, whether by or against the Bank Employer or any director, officer, stockholder, or other person affiliated with the BankEmployer, in any jurisdiction. Despite Notwithstanding any existing or previous attorney-client relationship between the Bank Employer and any counsel chosen by the Executive under this section 9.11paragraph (b), the Bank Employer irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, and the Bank Employer and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section shall be paid or reimbursed to the Executive by the Bank Employer on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by such counsel in accordance with such counsel’s customary practices, up to a maximum aggregate amount of $500,000, whether suit be brought or not, and whether or not incurred in trial, bankruptcy, or appellate proceedings. The BankEmployer’s obligation to pay the Executive’s legal fees under provided by this section 9.11 paragraph (b) operates separately from and in addition to any legal fee reimbursement obligation the Bank Employer may have with the Executive under any separate severance, employment, severancesalary continuation, or other agreement between the Executive and the Bankagreement. Despite anything Anything in this section 9.11 paragraph (b) to the contrary notwithstanding however, the Bank Employer shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR 359.3].

Payment of Legal Fees. The Bank is aware that after upon the occurrence of a Change in Control Control, management of the Bank could may cause or attempt to cause the Bank to refuse to comply with its obligations under this Agreement Agreement, or could institute or may cause or attempt to cause the Bank to institute institute, or may institute, litigation seeking to have this Agreement declared unenforceable unenforceable, or could take may take, or attempt to take take, other action to deny the Executive the benefits intended under this Agreement. In these circumstances circumstances, the purpose of this Agreement would could be frustrated. The It is the intent of the Bank desires that the Executive not be required to incur the expenses associated with the enforcement of his rights under this Agreement, whether Agreement by litigation or other legal action, action because the cost and expense thereof would substantially detract from the benefits intended to be granted extended to the Executive hereunder. The Bank desires that the Executive not , nor be forced bound to negotiate any settlement of his rights under this Agreement hereunder under threat of incurring such expenses. Accordingly, if after a Change in Control occurs it appears to the Executive that (xa) the Bank has failed to comply with any of its obligations under this Agreement, or (yb) the Bank or any other person has taken any action to declare this Agreement void or unenforceable, unenforceable or instituted any litigation or other legal action designed to deny, diminish, diminish or to recover from the from, Executive the benefits intended to be provided to the Executive hereunder, the Bank irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s choice, his choice at the Bank’s 's expense as provided in this section 9.11Section 8.13, to represent the Executive in connection with the initiation or defense of any litigation or other legal action, whether by or against the Bank or any director, officer, stockholder, stockholder or other person affiliated with the Bank, in any jurisdiction. Despite any existing or previous attorney-client relationship between the Bank and any counsel chosen by the Executive under this section 9.11, the Bank irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, and the Bank and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as herein above provided in this section shall be paid or reimbursed to the Executive by the Bank on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by such counsel in accordance with such counsel’s 's customary practices, up to a maximum aggregate amount of $500,000, whether suit be brought or not, and whether or not incurred in trial, bankruptcy, or appellate proceedings. The Bank’s 's obligation to pay the Executive’s 's legal fees under provided by this section 9.11 Section 8.13 operates separately from from, and in addition to to, any legal fee reimbursement obligation the Bank or the Bank's parent Cortland Bancorp may have with the Executive under any separate employmentby virtue of a Severance Agreement by and among the Executive, severance, or other agreement between the Executive and the Bank. Despite anything in this section 9.11 to the contrary however, the Bank shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR 359.3]Cortland Bancorp.

Payment of Legal Fees. The Bank Middlefield is aware that after a Change in Control management of the Bank could cause or attempt to cause the Bank Middlefield to refuse to comply with its obligations under this Agreement Agreement, or could institute or cause or attempt to cause the Bank Middlefield to institute litigation seeking to have this Agreement declared unenforceable unenforceable, or could take or attempt to take other action to deny the Executive the benefits intended under this Agreement. In these circumstances the purpose purposes of this Agreement would be frustrated. The Bank Middlefield desires that the Executive not be required to incur the expenses associated with the enforcement of rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder. The Bank Middlefield desires that the Executive not be forced to negotiate settlement of rights under this Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive that (x) the Bank Middlefield has failed to comply with any of its obligations under this Agreement, or (y) the Bank Middlefield or any other person has taken any action to declare this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Bank Middlefield irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s choice, at the BankMiddlefield’s expense as provided in this section 9.117, to represent the Executive in the initiation or defense of any litigation or other legal action, whether by or against the Bank Middlefield or any director, officer, stockholder, or other person affiliated with the BankMiddlefield, in any jurisdiction. Despite any existing or previous attorney-client relationship between the Bank Middlefield and any counsel chosen by the Executive under this section 9.117, the Bank Middlefield irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, counsel and the Bank Middlefield and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section shall be paid or reimbursed to the Executive by the Bank Middlefield on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by counsel in accordance with counsel’s customary practices, up to a maximum aggregate amount of $500,000300,000, whether suit be brought or not, and whether or not incurred in trial, bankruptcy, or appellate proceedings. The BankMiddlefield’s obligation to pay the Executive’s legal fees under this section 9.11 7 operates separately from and in addition to any legal fee reimbursement obligation the Bank Middlefield may have with the Executive under any separate employment, severance, severance or other agreement between the Executive and the Bankagreement. Despite anything in any contrary provision of this section 9.11 to the contrary Agreement however, the Bank Middlefield shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR 359.3].

Payment of Legal Fees. The Bank is aware that after upon the occurrence of a Change in Control Control, then current management of the Bank could may cause or attempt to cause the Bank to refuse to comply with its obligations under this Agreement Agreement, or could institute or may cause or attempt to cause the Bank to institute institute, or may institute, litigation seeking to have this Agreement declared unenforceable unenforceable, or could take may take, or attempt to take take, other action to deny the Executive the benefits intended under this Agreement. In these circumstances circumstances, the purpose of this Agreement would could be frustrated. The It is the intent of the Bank desires that the Executive not be required to incur the expenses associated with the enforcement of his rights under this Agreement, whether Agreement by litigation or other legal action, action because the cost and expense thereof would substantially detract from the benefits intended to be granted extended to the Executive hereunder. The Bank desires that the Executive not , nor be forced bound to negotiate any settlement of his rights under this Agreement hereunder under threat of incurring such expenses. Accordingly, if after a Change in Control occurs it appears should appear to the Executive that (xa) the Bank has failed to comply with any of its obligations under this Agreement, or (yb) in the event that the Bank or any other person has taken takes any action to declare this Agreement void or unenforceable, or instituted institutes any litigation or other legal action designed to deny, diminish, diminish or to recover from the from, Executive the benefits intended to be provided to the Executive hereunder, the Bank irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s choice, his choice at the Bank’s expense of the Bank as provided in this section 9.11Section 7.15, to represent the Executive in connection with the initiation or defense of any litigation or other legal action, whether by or against the Bank or any director, officer, stockholder, stockholder or other person affiliated with the Bank, in any jurisdiction. Despite The fees and expenses of counsel selected from time to time by Executive as herein above provided shall be paid or reimbursed to Executive by the Bank on a regular, periodic basis upon presentation by Executive of a statement or statements prepared by such counsel in accordance with such counsel's customary practices, up to a maximum aggregate amount of $500,000. Notwithstanding any existing or previous attorney-client relationship between the Bank or Cortland Bancorp and any counsel chosen by the Executive under this section 9.11Section 7.15, the Bank irrevocably consents to the Executive Executive's entering into an attorney-client relationship with that counsel, and the Bank and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section shall be paid or reimbursed to the Executive by the Bank on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by counsel in accordance with counsel’s customary practices, up to a maximum aggregate amount of $500,000, whether suit be brought or not, and whether or not incurred in trial, bankruptcy, or appellate proceedings. The Bank’s obligation to pay the Executive’s legal fees under this section 9.11 operates separately from and in addition to any legal fee reimbursement obligation the Bank may have with the Executive under any separate employment, severance, or other agreement between the Executive and the Bank. Despite anything in this section 9.11 to the contrary however, the Bank shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR 359.3].

Payment of Legal Fees. The Bank Cardinal is aware that after a Change in Control management of the Bank could cause or attempt to cause the Bank Cardinal to refuse to comply with its obligations under this Agreement Agreement, or could institute or cause or attempt to cause the Bank Cardinal to institute litigation seeking to have this Agreement declared unenforceable unenforceable, or could take or attempt to take other action to deny the Executive you the benefits intended under this Agreement. In these circumstances the purpose of this Agreement would be frustrated. The Bank desires Accordingly, Cardinal intends that the Executive you not be required to incur the expenses associated with the enforcement of rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive you hereunder. The Bank desires Cardinal intends that the Executive you not be forced to negotiate settlement of rights under this Agreement under threat of incurring expenses. Accordingly, if If after a Change in Control occurs it appears to the Executive you that (x) the Bank has failed Cardinal is failing to comply with any of its obligations under this Agreement, Agreement or (y) the Bank Cardinal or any other person has taken is taking any action to declare this Agreement void or unenforceable, or instituted instituting any litigation or other legal action designed to deny, diminish, or to recover from the Executive the you benefits intended to be provided to the Executive you hereunder, the Bank Cardinal hereby irrevocably authorizes the Executive from time to time you to retain counsel of the Executive’s your choice, at the BankCardinal’s expense as provided in this section 9.11Section 15, to represent the Executive you in the initiation or defense of any litigation or other legal action, whether by or against the Bank Cardinal or any director, officer, stockholder, or other person affiliated with the BankCardinal, in any jurisdiction. Despite any existing or previous attorney-client relationship between the Bank Cardinal and any counsel chosen by the Executive you under this section 9.11Section 15, the Bank Cardinal hereby irrevocably consents to the Executive you entering into an attorney-client relationship with that counsel, and the Bank Cardinal and the Executive you agree that a confidential relationship shall exist exists between the Executive you and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section shall you will be paid or reimbursed to the Executive you by the Bank Cardinal on a regular, periodic basis upon presentation by the Executive you of a statement or statements prepared by counsel in accordance with counsel’s customary practices, up to a maximum aggregate amount regardless of $500,000, whether suit be is brought or not, and regardless of whether or not incurred in trial, bankruptcy, or appellate proceedingsproceedings , but Cardinal’s payment or reimbursement of your counsel’s fees and expenses must occur on or before the last day of your tax year immediately after your tax year in which the expense is incurred. If you are a “specified employee” for purposes of Internal Revenue Code section 409A on the date of termination, payment under this Section 15 will not be made before the first day of the seventh month after the month in which your termination occurs, and interest on the delayed payment will accrue through the date of payment at the Prime Rate of Interest in effect on the date of termination and as reported in the Wall Street Journal. The Banksix-month delay applies if and only if an exemption from the six-month delay requirement of Internal Revenue Code section 409A is not available. Your right to payment or reimbursement under this Section 15 is not subject to liquidation or exchange for another benefit. Cardinal’s obligation to make reimbursement payments will not apply later than your remaining lifetime (or, if longer, through the 20th anniversary of the effective date of this Agreement). The legal fee reimbursements are intended to satisfy the requirements for “reimbursement or in-kind benefit plans” described in Treasury Regulation section 1.409A-3(i)(1)(iv)(A) and will be administered to satisfy those requirements. Cardinal’s obligation to pay the Executive’s your legal fees under this section 9.11 Section 15 operates separately from and in addition to any legal fee reimbursement obligation the Bank Cardinal may have with the Executive you under any separate employmentseverance, severancesalary continuation, indemnification, or other agreement between the Executive and the Bankagreement. Despite anything in this section 9.11 Section 15 to the contrary however, the Bank shall Cardinal is not be required to pay or reimburse the Executive’s your legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR C.F.R. 359.3]. 11. New Section 16 is added to the Employment Agreement:

Payment of Legal Fees. The Bank Company is aware that after a Change in Control management of the Bank could cause or attempt to cause the Bank Company to refuse to comply with its obligations under this Agreement Agreement, or could institute or cause or attempt to cause the Bank Company to institute litigation seeking to have this Agreement declared unenforceable unenforceable, or could take or attempt to take other action to deny the Executive the benefits intended under this Agreement. In these circumstances the purpose of this Agreement would be frustrated. The Bank Company desires that the Executive not be required to incur the expenses associated with the enforcement of rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder. The Bank Company desires that the Executive not be forced to negotiate settlement of rights under this Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive that (x) the Bank Company has failed to comply with any of its obligations under this Agreement, Agreement or (y) the Bank Company or any other person has taken any action to declare this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Bank Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s choice, at the BankCompany’s expense as provided in this section 9.1117, to represent the Executive in the initiation or defense of any litigation or other legal action, whether by or against the Bank Company or any director, officer, stockholder, or other person affiliated with the BankCompany, in any jurisdiction. Despite any existing or previous attorney-client relationship between the Bank Company and any counsel chosen by the Executive under this section 9.1117, the Bank Company irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, and the Bank Company and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section 17 shall be paid or reimbursed to the Executive by the Bank Company on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by counsel in accordance with counsel’s customary practices, up to a maximum aggregate amount of $500,000250,000, whether suit be brought or not, and whether or not incurred in trial, bankruptcy, or appellate proceedings. The BankCompany’s obligation to pay the Executive’s legal fees under this section 9.11 17 operates separately from and in addition to any legal fee reimbursement obligation the Bank Company may have with the Executive under any separate employment, severance, salary continuation or other agreement between the Executive and the Bankagreement. Despite anything in this section 9.11 Agreement to the contrary however, the Bank Company shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR 359.3].

Payment of Legal Fees. The Bank is aware that after a Change in Control management of the Bank could cause or attempt to cause the Bank to refuse to comply with its obligations under this Agreement Agreement, or could institute or cause or attempt to cause the Bank to institute litigation seeking to have this Agreement declared unenforceable unenforceable, or could take or attempt to take other action to deny the Executive the benefits intended under this Agreement. In these circumstances the purpose of this Agreement would be frustrated. The Bank desires that the Executive not be required to incur the expenses associated with the enforcement of rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder. The Bank desires that the Executive not be forced to negotiate settlement of rights under this Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive that (x) the Bank has failed to comply with any of its obligations under this Agreement, or (y) the Bank or any other person has taken any action to declare this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Bank irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s choice, at the Bank’s expense as provided in this section 9.117.13, to represent the Executive in the initiation or defense of any litigation or other legal action, whether by or against the Bank or any director, officer, stockholder, or other person affiliated with the Bank, in any jurisdiction. Despite any existing or previous attorney-client relationship between the Bank and any counsel chosen by the Executive under this section 9.117.13, the Bank irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, counsel and the Bank and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section and incurred during the six year period after a Change in Control occurs shall be paid or reimbursed to the Executive by the Bank on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by counsel in accordance with counsel’s customary practices, up to a maximum aggregate amount of $500,000250,000 for each taxable year of the Executive, whether suit be brought or not, not and regardless of whether or not incurred in trial, bankruptcy, or appellate proceedings. The Bank’s obligation to pay the Executive’s legal fees under provided by this section 9.11 7.13 operates separately from and in addition to any legal fee reimbursement obligation the Bank may have with the Executive under any separate employment, severance, or other agreement between the Executive and the Bank. Despite anything in this section 9.11 Agreement to the contrary however, the Bank shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation Cxxxxxxxxxx [12 CFR 00 XXX 359.3]. 4. The following section 7.14(c) is added to the Agreement in order to clarify the time of payment of Gross-Up Payment Amounts:

Payment of Legal Fees. The Bank is aware that after upon the occurrence of a Change in Control Control, management of the Bank could may cause or attempt to cause the Bank to refuse to comply with its obligations under this Agreement Agreement, or could institute or may cause or attempt to cause the Bank to institute institute, or may institute, litigation seeking to have this Agreement declared unenforceable unenforceable, or could take may take, or attempt to take take, other action to deny the Executive the benefits intended under this Agreement. In these circumstances circumstances, the purpose of this Agreement would could be frustrated. The It is the intent of the Bank desires that the Executive not be required to incur the expenses associated with the enforcement of his rights under this Agreement, whether Agreement by litigation or other legal action, action because the cost and expense thereof would substantially detract from the benefits intended to be granted extended to the Executive hereunder. The Bank desires that the Executive not , nor be forced bound to negotiate any settlement of his rights under this Agreement hereunder under threat of incurring such expenses. Accordingly, if after a Change in Control occurs it appears to the Executive that (xa) the Bank has failed to comply with any of its obligations under this Agreement, or (yb) the Bank or any other person has taken any action to declare this Agreement void or unenforceable, unenforceable or instituted any litigation or other legal action designed to deny, diminish, diminish or to recover from the from, Executive the benefits intended to be provided to the Executive hereunder, the Bank irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s choice, his choice at the Bank’s 's expense as provided in this section 9.11Section 7.13, to represent the Executive in connection with the initiation or defense of any litigation or other legal action, whether by or against the Bank or any director, officer, stockholder, stockholder or other person affiliated with the Bank, in any jurisdiction. Despite any existing or previous attorney-client relationship between the Bank and any counsel chosen by the Executive under this section 9.11, the Bank irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, and the Bank and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as herein above provided in this section shall be paid or reimbursed to the Executive by the Bank on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by such counsel in accordance with such counsel’s 's customary practices, up to a maximum aggregate amount of $500,000, whether suit be brought or not, and whether or not incurred in trial, bankruptcy, or appellate proceedings. The Bank’s 's obligation to pay the Executive’s 's legal fees under provided by this section 9.11 Section 8.13 operates separately from from, and in addition to to, any legal fee reimbursement obligation the Bank or the Bank's parent Cortland Bancorp may have with the Executive under any separate employmentby virtue of a Severance Agreement by and among the Executive, severance, or other agreement between the Executive and the Bank. Despite anything in this section 9.11 to the contrary however, the Bank shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR 359.3]Cortland Bancorp.

Payment of Legal Fees. The Bank is aware that after a Change in Control management of the Bank could cause or attempt to cause the Bank to refuse to comply with its obligations under this Agreement Agreement, or could institute or cause or attempt to cause the Bank to institute litigation seeking to have this Agreement declared unenforceable unenforceable, or could take or attempt to take other action to deny the Executive the benefits intended under this Agreement. In these circumstances circumstances, the purpose of this Agreement would be frustrated. The It is the intention of the Bank desires that the Executive not be required to incur the expenses associated with the enforcement of her rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder. The It is the intention of the Bank desires that the Executive not be forced to negotiate settlement of her rights under this Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive that (xa) the Bank has failed to comply with any of its obligations under this Agreement, or (yb) the Bank or any other person has taken any action to declare this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Bank irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s her choice, at the Bank’s expense of the Bank as provided in this section 9.11Section 7.13, to represent the Executive in connection with the initiation or defense of any litigation or other legal action, whether by or against the Bank or any director, officer, stockholder, or other person affiliated with the Bank, in any jurisdiction. Despite Notwithstanding any existing or previous attorney-attorney- client relationship between the Bank and any counsel chosen by the Executive under this section 9.11Section 7.13, the Bank irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, and the Bank and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section shall be paid or reimbursed to the Executive by the Bank on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by such counsel in accordance with such counsel’s customary practices, up to a maximum aggregate amount of $500,000100,000, whether suit be brought or not, and whether or not incurred in trial, bankruptcy, or appellate proceedings. The Bank’s obligation to pay the Executive’s legal fees under provided by this section 9.11 Section 7.13 operates separately from and in addition to any legal fee reimbursement obligation the Bank may have with the Executive under any separate employment, severance, or other agreement between the Executive and the Bank. Despite anything in this section 9.11 to the contrary however, the Bank shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR 359.3].

Payment of Legal Fees. The Bank is aware that after a Change in --------------------- Control management of the Bank could cause or attempt to cause the Bank to refuse to comply with its obligations under this Agreement Agreement, or could institute or cause or attempt to cause the Bank to institute litigation seeking to have this Agreement declared unenforceable unenforceable, or could take or attempt to take other action to deny the Executive the benefits intended under this Agreement. In these circumstances the purpose of this Agreement would be frustrated. The Bank desires that the Executive not be required to incur the expenses associated with the enforcement of rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder. The Bank desires that the Executive not be forced to negotiate settlement of rights under this Agreement under threat of incurring expenses. Accordingly, if if, after a Change in Control occurs occurs, it appears to the Executive that (xi) the Bank has failed to comply with any of its obligations under this Agreement, or (yii) the Bank or any other person has taken any action to declare this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Bank irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s 's choice, at the Bank’s 's expense as provided in this section 9.11Section 6.13, to represent the Executive in the initiation or defense of any litigation or other legal action, whether by or against the Bank or any director, officer, stockholder, or other person affiliated with the Bank, in any jurisdiction. Despite any existing or previous attorney-client relationship between the Bank and any counsel chosen by the Executive under this section 9.11, the Bank irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, and the Bank and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section shall be paid or reimbursed to the Executive by the Bank on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by counsel in accordance with counsel’s customary practices, up to a maximum aggregate amount of $500,000, whether suit be brought or not, and whether or not incurred in trial, bankruptcy, or appellate proceedings. The Bank’s 's obligation to pay the Executive’s 's legal fees under and related expenses provided by this section 9.11 Section 6.13 operates separately from and in addition to any legal fee reimbursement obligation the Bank may have with the Executive under any separate employment, severance, or other agreement between the Executive and the Bank. Despite anything in any contrary provision within this section 9.11 to the contrary Agreement, however, the Bank shall not be required to pay or reimburse the Executive’s 's legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR 359.3]regulations issued thereunder.

Payment of Legal Fees. The Bank is PSB and IMCB are aware that after a Change in Control management of the Bank could cause or attempt to cause the Bank PSB and IMCB to refuse to comply with its the obligations under this Agreement Agreement, or could institute or cause or attempt to cause the Bank PSB or IMCB to institute litigation seeking to have this Agreement declared unenforceable unenforceable, or could take or attempt to take other action to deny the Executive the benefits intended under this Agreement. In these circumstances the purpose of this Agreement would be frustrated. The Bank desires It is PSB's and IMCB's intention that the Executive not be required to incur the expenses associated with the enforcement of his rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder. The Bank desires It is PSB's and IMCB's intention that the Executive not be forced to negotiate settlement of his rights under this Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive that (xa) the Bank either of PSB or IMCB has failed to comply with any of its obligations under this Agreement, or (yb) the Bank either of PSB or IMCB or any other person has taken any action to declare this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Bank PSB and IMCB irrevocably authorizes authorize the Executive from time to time to retain counsel of the Executive’s his choice, at the Bank’s PSB's and IMCB's expense as provided in this section 9.11paragraph (b), to represent the Executive in connection with the initiation or defense of any litigation or other legal action, whether by or against the Bank PSB or IMCB or any director, officer, stockholder, or other person affiliated with the BankPSB or IMCB, in any jurisdiction. Despite Notwithstanding any existing or previous attorney-client relationship between the Bank PSB or IMCB and any counsel chosen by the Executive under this section 9.11paragraph (b), the Bank PSB and IMCB irrevocably consents consent to the Executive entering into an attorney-client relationship with that counsel, and the Bank PSB and IMCB and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section shall be paid or reimbursed to the Executive by the Bank PSB or IMCB on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by such counsel in accordance with such counsel’s 's customary practices, up to a maximum aggregate amount of $500,000300,000, whether suit be brought or not, and whether or not incurred in trial, bankruptcy, or appellate proceedings. The Bank’s PSB's and IMCB's obligation to pay the Executive’s 's legal fees under provided by this section 9.11 paragraph (b) operates separately from and in addition to any legal fee reimbursement obligation the Bank PSB or IMCB may have with the Executive under any separate severance, employment, severancesalary continuation, or other agreement between the Executive and the Bankagreement. Despite anything Anything in this section 9.11 paragraph (b) to the contrary notwithstanding however, the Bank PSB and IMCB shall not be required to pay or reimburse the Executive’s 's legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR 359.3]. Paragraphs (d) through (f) of section 9 of the December 17, 2003 Executive Severance Agreement shall remain in full force and effect, except that they shall be redesignated paragraphs (c) through (e).

Payment of Legal Fees. The Bank is aware that after a Change in Control management of the Bank could cause or attempt to cause the Bank to refuse to comply with its obligations under this Agreement or could institute or cause or attempt to cause the Bank to institute litigation seeking to have this Agreement declared unenforceable or could take or attempt to take other action to deny the Executive the benefits intended under this Agreement. In these circumstances the purpose of this Agreement would be frustrated. The Bank Middlefield desires that the Executive not be required to incur legal fees and the related costs and expenses associated with the interpretation, enforcement or defense of Executive's rights under this Agreement, whether Agreement by litigation or other legal actionotherwise, because the cost and expense amounts thereof would substantially detract from the benefits intended to be granted extended to the Executive hereunderunder this Agreement. The Bank desires that Therefore, even if the Executive does not be forced to negotiate settlement prevail in whole or in part in litigation or other legal action associated with the interpretation, enforcement or defense of Executive's rights under this Agreement under threat Agreement, Middlefield hereby agrees to pay and be solely financially responsible for any and all attorneys' and related fees, costs and expenses incurred by the Executive in the litigation or other legal action, up to a maximum of incurring expenses$500,000. Accordingly, if after a Change in Control occurs it appears The fees and expenses of counsel selected by the Executive shall be paid or reimbursed to the Executive that by Middlefield on a regular, periodic basis, upon presentation by the Executive of a statement or statements prepared by such counsel in accordance with counsel's customary practices. Anything herein to the contrary notwithstanding, nothing in this Agreement authorizes Middlefield to pay or the Executive to demand payment of fees, costs and expenses if and to the extent payment of fees, costs and expenses constitutes a "prohibited indemnification payment" within the meaning of Federal Deposit Insurance Corporation Rule 359.1(l) (x1) [12 CFR 359.1 (1) Middlefield's obligation in this Section 7 to pay the Executive's legal fees operates separately from and in addition to any legal fee reimbursement obligation Middlefield or a Subsidiary may have under any separate employment or other agreement between the Executive and Middlefield. Middlefield irrevocably authorizes the Executive to retain from time to time counsel of Executive's choice to advise and represent him in the interpretation, enforcement or defense of the parties' rights and responsibilities under this Agreement, if-- (1) the Bank Executive concludes that Middlefield has failed to comply with any of its obligations under this Agreement, or or (y2) the Bank if Middlefield or any other person has taken takes or threatens to take any action to declare this Agreement void or unenforceable, or instituted institutes any litigation or other legal action or proceeding designed to deny, diminish, or to recover from from, the Executive the benefits provided or intended to be provided to the Executive hereunderunder this Agreement, the Bank irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s choice, at the Bank’s expense as provided in this section 9.11, to represent the Executive in including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Bank Middlefield or any director, officer, stockholder, stockholder or other person affiliated with the BankMiddlefield, in any jurisdiction. Despite any existing or previous attorney-client relationship between the Bank and any counsel chosen by the Executive under this section 9.11, the Bank irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, and the Bank and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section shall be paid or reimbursed to the Executive by the Bank on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by counsel in accordance with counsel’s customary practices, up to a maximum aggregate amount of $500,000, whether suit be brought or not, and whether or not incurred in trial, bankruptcy, or appellate proceedings. The Bank’s obligation to pay the Executive’s legal fees under this section 9.11 operates separately from and in addition to any legal fee reimbursement obligation the Bank may have with the Executive under any separate employment, severance, or other agreement between the Executive and the Bank. Despite anything in this section 9.11 to the contrary however, the Bank shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR 359.3].

Payment of Legal Fees. The Bank is aware that after upon the occurrence of a Change in Control Control, then current management of the Bank could cause or attempt to cause the Bank to refuse to comply with its obligations under this Agreement Agreement, or could institute or cause or attempt to cause the Bank to institute litigation seeking to have this Agreement declared unenforceable unenforceable, or could take or attempt to take other action to deny the Executive the benefits intended under this Agreement. In these circumstances circumstances, the purpose of this Agreement would be frustrated. The It is the intention of the Bank desires that the Executive not be required to incur the expenses associated with the enforcement of his rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder. The , and it is the intention of the Bank desires that the Executive not be forced to negotiate settlement of his rights under this Agreement under threat of incurring such expenses. Accordingly, if after a Change in Control occurs it appears should appear to the Executive that (xa) the Bank has failed to comply with any of its obligations under this Agreement, or (yb) the Bank or any other person has taken any action to declare this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, diminish or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Bank irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s choice, his choice at the Bank’s expense of the Bank as provided in this section 9.11Section 7.13, to represent the Executive in connection with the initiation or defense of any litigation or other legal action, whether by or against the Bank or any director, officer, stockholder, stockholder or other person affiliated with the Bank, in any jurisdiction. Despite Notwithstanding any existing or previous attorney-client relationship between the Bank or NewMil Bancorp, Inc. and any counsel chosen by the Executive under this section 9.11Section 7.13, the Bank irrevocably consents to the Executive Executive’s entering into an attorney-client relationship with that counsel, and the Bank and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section shall be paid or reimbursed to the Executive by the Bank on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by such counsel in accordance with such counsel’s customary practices, up to a maximum aggregate amount of $500,000, whether suit be brought or not, and whether or not incurred in trial, bankruptcy, or appellate proceedings. The Bank’s obligation to pay the Executive’s legal fees under provided by this section 9.11 Section 7.13 operates separately from from, and in addition to to, any legal fee reimbursement obligation the Bank or the Bank’s parent NewMil Bancorp, Inc. may have with the Executive under by virtue of any separate employment, severance, or other agreement between the Executive and the Bank. Despite anything Bank or NewMil Bancorp, Inc. Anything in this section 9.11 Section 7.13 to the contrary notwithstanding however, the Bank shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR 359.3].

Payment of Legal Fees. The Bank Crescent is aware that after a Change in Control management of the Bank could cause or attempt to cause the Bank Crescent to refuse to comply with its obligations under this Agreement Employment Agreement, or could institute or cause or attempt to cause the Bank Crescent to institute litigation seeking to have this Employment Agreement declared unenforceable unenforceable, or could take or attempt to take other action to deny the Executive the benefits intended under this Employment Agreement. In these circumstances circumstances, the purpose of this Employment Agreement would be frustrated. The Bank desires It is Crescent’s intention that the Executive not be required to incur the expenses associated with the enforcement of his rights under this Employment Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder. The Bank desires It is Crescent’s intention that the Executive not be forced to negotiate settlement of his rights under this Employment Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive that (xa) the Bank Crescent has failed to comply with any of its obligations under this Employment Agreement, or (yb) the Bank Crescent or any other person has taken any action to declare this Employment Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Bank Crescent irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s his choice, at the BankCrescent’s expense as provided in this section 9.11Section 9.9, to represent the Executive in connection with the initiation or defense of any litigation or other legal action, whether by or against the Bank Crescent or any director, officer, stockholder, or other person affiliated with the BankCrescent, in any jurisdiction. Despite Notwithstanding any existing or previous attorney-client relationship between the Bank Crescent and any counsel chosen by the Executive under this section 9.11Section 0.0, the Bank Xxxxxxxx irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, and the Bank Crescent and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section shall be paid or reimbursed to the Executive by the Bank Crescent on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by such counsel in accordance with such counsel’s customary practices, up to a maximum aggregate amount of $500,000, whether suit be brought or not, and whether or not incurred in trial, bankruptcy, or appellate proceedings250,000. The BankCrescent’s obligation to pay the Executive’s legal fees under provided by this section 9.11 Section 9.9 operates separately from and in addition to any legal fee reimbursement obligation the Crescent Financial Corporation or Crescent State Bank may have with the Executive under any separate employment, severance, severance or other agreement between the Executive and the Bank. Despite anything in this section 9.11 to the contrary however, the Bank shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR 359.3]agreement.

Payment of Legal Fees. The Bank Company is aware that after a Change in Control Control, management of the Bank Company or its successor could cause or attempt to cause the Bank Company to refuse to comply with its obligations under this Agreement or could institute or cause or attempt Agreement, including the possible pursuit of litigation to cause the Bank to institute litigation seeking to have this Agreement declared unenforceable or could take or attempt to take other action to deny the Executive the benefits intended avoid its obligations under this Agreement. In these circumstances circumstances, the purpose of this Agreement would be frustrated. The Bank desires It is the Company's intention that the Executive not be required to incur the expenses associated with the enforcement of his rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder. The Bank desires It is the Company's intention that the Executive not be forced to negotiate settlement of his rights under this Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive that (xa) the Bank Company has failed to comply with any of its obligations under this Agreement, or (yb) the Bank Company or any other person has taken any action to declare avoid its obligations under this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive hereunderAgreement, the Bank Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s his choice, at the Bank’s expense of the Company as provided in this section 9.11Section 10.10, to represent the Executive in connection with the initiation or defense of any litigation or other legal action, whether by or against the Bank Company or any director, officer, stockholder, or other person affiliated with the BankCompany, in any jurisdiction. Despite Notwithstanding any existing or previous attorney-client relationship between the Bank Company and any counsel chosen by the Executive under this section 9.11Section 10.10, the Bank Company irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, and the Bank Company and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section Section 10.10 shall be paid or reimbursed to the Executive by the Bank Company on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by such counsel in accordance with such counsel’s 's customary practices, up to a maximum aggregate amount of $500,000, whether suit be brought or not, and whether or not incurred in trial, bankruptcy, or appellate proceedings. The Bank’s Company's obligation to reimburse Executive for legal fees as provided under this Section 10.10 and any separate employment, severance or other agreement between the Executive and the Company shall not exceed $200,000 in the aggregate. Accordingly, the Company's obligation to pay the Executive’s 's legal fees under provided by this section 9.11 operates separately from and in addition to Section 10.10 shall be offset by any legal fee reimbursement obligation the Bank Company may have with the Executive under any separate employment, severance, severance or other agreement between the Executive and the Bank. Despite anything in this section 9.11 to the contrary however, the Bank shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR 359.3]Company.

Payment of Legal Fees. The Bank is aware that after a Change in Control management of the Bank could cause or attempt to cause the Bank to refuse to comply with its obligations under this Agreement Agreement, or could institute or cause or attempt to cause the Bank to institute litigation seeking to have this Agreement declared unenforceable unenforceable, or could take or attempt to take other action to deny the Executive the benefits intended under this Agreement. In these circumstances the purpose of this Agreement would be frustrated. The Bank desires that the Executive not be required to incur the expenses associated with the enforcement of rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder. The Bank desires that the Executive not be forced to negotiate settlement of rights under this Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive that (x) the Bank has failed to comply with any of its obligations under this Agreement, or (y) the Bank or any other person has taken any action to declare this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Bank irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s choice, at the Bank’s expense as provided in this section 9.117.13, to represent the Executive in the initiation or defense of any litigation or other legal action, whether by or against the Bank or any director, officer, stockholder, or other person affiliated with the Bank, in any jurisdiction. Despite any existing or previous attorney-client relationship between the Bank and any counsel chosen by the Executive under this section 9.117.13, the Bank irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, and the Bank and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section shall be paid or reimbursed to the Executive by the Bank on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by counsel in accordance with counsel’s customary practices, up to a maximum aggregate amount of $500,00050,000, whether suit be brought or not, and whether or not incurred in trial, bankruptcy, or appellate proceedings. The Bank’s obligation to pay the Executive’s legal fees under provided by this section 9.11 7.13 operates separately from and in addition to any legal fee reimbursement obligation the Bank may have with the Executive under any separate employment, severance, or other agreement between the Executive and the Bank. Despite anything in this section 9.11 7.13 to the contrary however, the Bank shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR 359.3].

Payment of Legal Fees. The Bank Citizens South is aware that after a Change in Control management of the Bank could cause or attempt to cause the Bank Citizens South to refuse to comply with its obligations under this Agreement Employment Agreement, or could institute or cause or attempt to cause the Bank Citizens South to institute litigation seeking to have this Employment Agreement declared unenforceable unenforceable, or could take or attempt to take other action to deny the Executive the benefits intended under this Employment Agreement. In these circumstances circumstances, the purpose of this Employment Agreement would be frustrated. The Bank desires It is Citizens South’s intention that the Executive not be required to incur the expenses associated with the enforcement of his rights under this Employment Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder. The Bank desires It is Citizens South’s intention that the Executive not be forced to negotiate settlement of his rights under this Employment Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive that (xa) the Bank Citizens South has failed to comply with any of its obligations under this Employment Agreement, or (yb) the Bank Citizens South or any other person has taken any action to declare this Employment Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Bank Citizens South irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s his choice, at the BankCitizens South’s expense as provided in this section 9.11Section 8.9, to represent the Executive in connection with the initiation or defense of any litigation or other legal action, whether by or against the Bank Citizens South or any director, officer, stockholder, or other person affiliated with the BankCitizens South, in any jurisdiction. Despite Notwithstanding any existing or previous attorney-client relationship between the Bank Citizens South and any counsel chosen by the Executive under this section 9.11Section 8.9, the Bank Citizens South irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, and the Bank Citizens South and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section shall be paid or reimbursed to the Executive by the Bank Citizens South on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by such counsel in accordance with such counsel’s customary practices, up to a maximum aggregate amount of $500,000, whether suit be brought or not, and whether or not incurred in trial, bankruptcy, or appellate proceedings. The BankCitizens South’s obligation to pay the Executive’s legal fees under provided by this section 9.11 Section 8.9 operates separately from and in addition to any legal fee reimbursement obligation the Citizens South Banking Corporation or Citizens South Bank may have with the Executive under any separate employment, severance, severance or other agreement between the Executive and the Bank. Despite anything in this section 9.11 to the contrary however, the Bank shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR 359.3]agreement.

Payment of Legal Fees. The Bank Employer is aware that after a Change in Control management of the Bank Employer could cause or attempt to cause the Bank Employer to refuse to comply with its obligations under this Agreement Agreement, or could institute or cause or attempt to cause the Bank Employer to institute litigation seeking to have this Agreement declared unenforceable unenforceable, or could take or attempt to take other action to deny the Executive the benefits intended under this Agreement. In these circumstances the purpose of this Agreement would be frustrated. The Bank Employer desires that the Executive not be required to incur the expenses associated with the enforcement of rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder. The Bank Employer desires that the Executive not be forced to negotiate settlement of rights under this Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive that (x) the Bank Employer has failed to comply with any of its obligations under this Agreement, or (y) the Bank Employer or any other person has taken any action to declare this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Bank Employer irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s choice, at the BankEmployer’s expense as provided in this section 9.117.9, to represent the Executive in the initiation or defense of any litigation or other legal action, whether by or against the Bank Employer or any director, officer, stockholder, or other person affiliated with the BankEmployer, in any jurisdiction. Despite any existing or previous attorney-client relationship between the Bank Employer and any counsel chosen by the Executive under this section 9.117.9, the Bank Employer irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, and the Bank Employer and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section shall be paid or reimbursed to the Executive by the Bank Employer on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by such counsel in accordance with such counsel’s customary practices, up to a maximum aggregate amount of $500,000250,000, whether suit be brought or not, and whether or not incurred in trial, bankruptcy, or appellate proceedings. The BankEmployer’s obligation to pay the Executive’s legal fees under provided by this section 9.11 7.9 operates separately from and in addition to any legal fee reimbursement obligation the Bank Employer may have with the Executive under any separate employment, severance, or other agreement between the Executive and the BankEmployer. Despite anything in this section 9.11 7.9 to the contrary however, the Bank Employer shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR 359.3].

Payment of Legal Fees. The Bank is aware that after a Change in Control management of the Bank could cause or attempt to cause the Bank to refuse to comply with its obligations under this Agreement Agreement, or could institute or cause or attempt to cause the Bank to institute litigation seeking to have this Agreement declared unenforceable unenforceable, or could take or attempt to take other action to deny the Executive the benefits intended under this Agreement. In these circumstances the purpose of this Agreement would be frustrated. The Bank desires that the Executive not be required to incur the expenses associated with the enforcement of rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder. The Bank desires that the Executive not be forced to negotiate settlement of rights under this Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive that (x) the Bank has failed to comply with any of its obligations under this Agreement, or (y) the Bank or any other person has taken any action to declare this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Bank irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s choice, at the Bank’s expense as provided in this section 9.117.13, to represent the Executive in the initiation or defense of any litigation or other legal action, whether by or against the Bank or any director, officer, stockholder, or other person affiliated with the Bank, in any jurisdiction. Despite any existing or previous attorney-client relationship between the Bank and any counsel chosen by the Executive under this section 9.117.13, the Bank irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, and the Bank and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section shall be paid or reimbursed to the Executive by the Bank on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by counsel in accordance with counsel’s customary practices, up to a maximum aggregate amount of $500,000100,000, whether suit be brought or not, and whether or not incurred in trial, bankruptcy, or appellate proceedings. The Bank’s obligation to pay the Executive’s legal fees under provided by this section 9.11 7.13 operates separately from and in addition to any legal fee reimbursement obligation the Bank may have with the Executive under any separate employment, severance, or other agreement between the Executive and the Bank. Despite anything in any contrary provision within this section 9.11 to the contrary Agreement however, the Bank shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation Cxxxxxxxxxx [12 CFR 00 XXX 359.3].

Payment of Legal Fees. The Bank is aware that after upon the occurrence of a Change in Control Control, then current management of the Bank could may cause or attempt to cause the Bank to refuse to comply with its obligations under this Agreement Agreement, or could institute or may cause or attempt to cause the Bank to institute institute, or may institute, litigation seeking to have this Agreement declared unenforceable unenforceable, or could take may take, or attempt to take take, other action to deny the Executive the benefits intended under this Agreement. In these circumstances circumstances, the purpose of this Agreement would could be frustrated. The It is the intent of the Bank desires that the Executive not be required to incur the expenses associated with the enforcement of her rights under this Agreement, whether Agreement by litigation or other legal action, action because the cost and expense thereof would substantially detract from the benefits intended to be granted extended to the Executive hereunder. The Bank desires that the Executive not , nor be forced bound to negotiate any settlement of her rights under this Agreement hereunder under threat of incurring such expenses. Accordingly, if after a Change in Control occurs it appears should appear to the Executive that (xa) the Bank has failed to comply with any of its obligations under this Agreement, or (yb) in the event that the Bank or any other person has taken takes any action to declare this Agreement void or unenforceable, or instituted institutes any litigation or other legal action designed to deny, diminish, diminish or to recover from the from, Executive the benefits intended to be provided to the Executive hereunder, the Bank irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s choice, her choice at the Bank’s expense of the Bank as provided in this section 9.11Section 7.15, to represent the Executive in connection with the initiation or defense of any litigation or other legal action, whether by or against the Bank or any director, officer, stockholder, stockholder or other person affiliated with the Bank, in any jurisdiction. Despite any existing or previous attorney-client relationship between the Bank and any counsel chosen by the Executive under this section 9.11, the Bank irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, and the Bank and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as herein above provided in this section shall be paid or reimbursed to the Executive by the Bank on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by such counsel in accordance with such counsel’s 's customary practices, up to a maximum aggregate amount of $500,000, whether suit be brought or not, and whether or not incurred in trial, bankruptcy, or appellate proceedings. The Bank’s 's obligation to pay the Executive’s 's legal fees under provided by this section 9.11 Section 7.15 operates separately from from, and in addition to to, any legal fee reimbursement obligation the Bank or the Bank's parent Cortland Bancorp may have with the Executive under any separate employmentby virtue of a Severance Agreement by and among the Executive, severance, or other agreement between the Executive and the Bank. Despite anything in this section 9.11 to the contrary however, the Bank shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR 359.3]Cortland Bancorp.

Payment of Legal Fees. The Bank is aware that after upon the occurrence of a Change in Control Control, management of the Bank could may cause or attempt to cause the Bank to refuse to comply with its obligations under this Agreement Agreement, or could institute or may cause or attempt to cause the Bank to institute institute, or may institute, litigation seeking to have this Agreement declared unenforceable unenforceable, or could take may take, or attempt to take take, other action to deny the Executive the benefits intended under this Agreement. In these circumstances circumstances, the purpose of this Agreement would could be frustrated. The It is the intent of the Bank desires that the Executive not be required to incur the expenses associated with the enforcement of his rights under this Agreement, whether Agreement by litigation or other legal action, action because the cost and expense thereof would substantially detract from the benefits intended to be granted extended to the Executive hereunder. The Bank desires that the Executive not , nor be forced bound to negotiate any settlement of his rights under this Agreement hereunder under threat of incurring such expenses. Accordingly, if after a Change in Control occurs it appears to the Executive that (xa) the Bank has failed to comply with any of its obligations under this Agreement, or (yb) the Bank or any other person has taken any action to declare this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, diminish or to recover from the from, Executive the benefits intended to be provided to the Executive hereunder, the Bank irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s choice, his choice at the Bank’s 's expense as provided in this section 9.11Section 8.13, to represent the Executive in connection with the initiation or defense of any litigation or other legal action, whether by or against the Bank or any director, officer, stockholder, stockholder or other person affiliated with the Bank, in any jurisdiction. Despite any existing or previous attorney-client relationship between the Bank and any counsel chosen by the Executive under this section 9.11, the Bank irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, and the Bank and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as herein above provided in this section shall be paid or reimbursed to the Executive by the Bank on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by such counsel in accordance with such counsel’s 's customary practices, up to a maximum aggregate amount of $500,000, whether suit be brought or not, and whether or not incurred in trial, bankruptcy, or appellate proceedings. The Bank’s 's obligation to pay the Executive’s 's legal fees under provided by this section 9.11 Section 8.13 operates separately from from, and in addition to to, any legal fee reimbursement obligation the Bank or the Bank's parent Cortland Bancorp may have with the Executive under any separate employmentby virtue of a severance or employment agreement by and among the Executive, severance, or other agreement between the Executive and the Bank. Despite anything in this section 9.11 to the contrary however, the Bank shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR 359.3]Cortland Bancorp.

Payment of Legal Fees. The Bank is aware that after a Change in Control management of the Bank could cause or attempt to cause the Bank to refuse to comply with its obligations under this Agreement Agreement, or could institute or cause or attempt to cause the Bank to institute litigation seeking to have this Agreement declared unenforceable unenforceable, or could take or attempt to take other action to deny the Executive Officer the benefits intended under this Agreement. In these circumstances circumstances, the purpose of this Agreement would be frustrated. The It is the intention of the Bank desires that the Executive Officer not be required to incur the expenses associated with the enforcement of his or her rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive Officer hereunder. The It is the intention of the Bank desires that the Executive Officer not be forced to negotiate settlement of his or her rights under this Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive Officer that (xa) the Bank has failed to comply with any of its obligations under this Agreement, or (yb) the Bank or any other person has taken any action to declare this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive Officer the benefits intended to be provided to the Executive Officer hereunder, the Bank irrevocably authorizes the Executive Officer from time to time to retain counsel of the Executive’s his or her choice, at the Bank’s expense of the Bank as provided in this section 9.11Section 7.13, to represent the Executive Officer in connection with the initiation or defense of any litigation or other legal action, whether by or against the Bank or any director, officer, stockholder, or other person affiliated with the Bank, in any jurisdiction. Despite Notwithstanding any existing or previous attorney-client relationship between the Bank and any counsel chosen by the Executive Officer under this section 9.11Section 7.13, the Bank irrevocably consents to the Executive Officer entering into an attorney-client relationship with that counsel, and the Bank and the Executive Officer agree that a confidential relationship shall exist between the Executive Officer and that counsel. The fees and expenses of counsel selected from time to time by the Executive Officer as provided in this section shall be paid or reimbursed to the Executive Officer by the Bank on a regular, periodic basis upon presentation by the Executive Officer of a statement or statements prepared by such counsel in accordance with such counsel’s customary practices, up to a maximum aggregate amount of $500,00050,000, whether suit be brought or not, and whether or not incurred in trial, bankruptcy, or appellate proceedings. The Bank’s obligation to pay the ExecutiveOfficer’s legal fees under provided by this section 9.11 Section 7.13 operates separately from and in addition to any legal fee reimbursement obligation the Bank may have with the Executive Officer under any separate employment, severance, or other agreement between the Executive Officer and the Bank. Despite anything in this section 9.11 to the contrary however, the Bank shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR 359.3].

Payment of Legal Fees. The Bank Employer is aware that after a Change in Control management of the Bank could cause or attempt to cause the Bank Employer to refuse to comply with its obligations under this Agreement Agreement, or could institute or cause or attempt to cause the Bank Employer to institute litigation seeking to have this Agreement declared unenforceable unenforceable, or could take or attempt to take other action to deny the Executive the benefits intended under this Agreement. In these circumstances the purpose of this Agreement would be frustrated. The Bank Employer desires that the Executive not be required to incur the expenses associated with the enforcement of rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder. The Bank Employer desires that the Executive not be forced to negotiate settlement of rights under this Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive that (x) the Bank Employer has failed to comply with any of its obligations under this Agreement, or (y) the Bank Employer or any other person has taken any action to declare this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Bank Employer irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s choice, at the BankEmployer’s expense as provided in this section 9.118.9, to represent the Executive in the initiation or defense of any litigation or other legal action, whether by or against the Bank Employer or any director, officer, stockholder, or other person affiliated with the BankEmployer, in any jurisdiction. Despite any existing or previous attorney-client relationship between the Bank Employer and any counsel chosen by the Executive under this section 9.118.9, the Bank Employer irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, and the Bank Employer and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section shall be paid or reimbursed to the Executive by the Bank Employer on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by counsel in accordance with counsel’s customary practices, up to a maximum aggregate amount of $500,000250,000, whether suit be brought or not, and whether or not incurred in trial, bankruptcy, or appellate proceedings. The BankEmployer’s obligation to pay the Executive’s legal fees under provided by this section 9.11 8.9 operates separately from and in addition to any legal fee reimbursement obligation the Bank Employer may have with the Executive under any separate employment, severance, severance or other agreement between the Executive and the Bankagreement. Despite anything in this section 9.11 Agreement to the contrary contrary, however, the Bank Employer shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR 359.3].

Payment of Legal Fees. The Bank is aware that after a Change in Control management of the Bank could cause or attempt to cause the Bank to refuse to comply with its obligations under this Agreement Agreement, or could institute or cause or attempt to cause the Bank to institute litigation seeking to have this Agreement declared unenforceable unenforceable, or could take or attempt to take other action to deny the Executive the benefits intended under this Agreement. In these circumstances circumstances, the purpose of this Agreement would be frustrated. The It is the intention of the Bank desires that the Executive not be required to incur the expenses associated with the enforcement of his rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder. The It is the intention of the Bank desires that the Executive not be forced to negotiate settlement of his rights under this Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive that (xa) the Bank has failed to comply with any of its obligations under this Agreement, or (yb) the Bank or any other person has taken any action to declare this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive 199 hereunder, the Bank irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s his choice, at the Bank’s expense of the Bank as provided in this section 9.11Section 7.13, to represent the Executive in connection with the initiation or defense of any litigation or other legal action, whether by or against the Bank or any director, officer, stockholder, or other person affiliated with the Bank, in any jurisdiction. Despite Notwithstanding any existing or previous attorney-client relationship between the Bank and any counsel chosen by the Executive under this section 9.11Section 7.13, the Bank irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, and the Bank and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section shall be paid or reimbursed to the Executive by the Bank on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by such counsel in accordance with such counsel’s 's customary practices, up to a maximum aggregate amount of $500,000, whether suit be brought or not, and whether or not incurred in trial, bankruptcy, or appellate proceedings25,000. The Bank’s 's obligation to pay the Executive’s 's legal fees under provided by this section 9.11 Section 7.13 operates separately from and in addition to any legal fee reimbursement obligation the Bank may have with the Executive under any separate employment, severance, or other agreement between the Executive and the Bank. Despite anything in this section 9.11 to the contrary however, the Bank shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR 359.3].

Payment of Legal Fees. The Bank is aware that after a Change in Control management of the Bank could cause or attempt to cause the Bank to refuse to comply with its obligations under this Agreement Agreement, or could institute or cause or attempt to cause the Bank to institute litigation seeking to have this Agreement declared unenforceable unenforceable, or could take or attempt to take other action to deny the Executive the benefits intended under this Agreement. In these circumstances the purpose of this Agreement would be frustrated. The Bank desires that the Executive not be required to incur the expenses associated with the enforcement of rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder. The Bank desires that the Executive not be forced to negotiate settlement of rights under this Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive that (x) the Bank has failed to comply with any of its obligations under this Agreement, or (y) the Bank or any other person has taken any action to declare this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Bank irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s choice, at the Bank’s expense as provided in this section 9.117.13, to represent the Executive in the initiation or defense of any litigation or other legal action, whether by or against the Bank or any director, officer, stockholder, or other person affiliated with the Bank, in any jurisdiction. Despite any existing or previous attorney-client relationship between the Bank and any counsel chosen by the Executive under this section 9.117.13, the Bank irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, and the Bank and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section shall be paid or reimbursed to the Executive by the Bank on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by counsel in accordance with counsel’s customary practices, up to a maximum aggregate amount of $500,00050,000, whether suit be brought or not, and whether or not incurred in trial, bankruptcy, or appellate proceedings. The Bank’s obligation to pay the Executive’s legal fees under provided by this section 9.11 7.13 operates separately from and in addition to any legal fee reimbursement obligation the Bank may have with the Executive under any separate employment, severance, or other agreement between the Executive and the Bank. Despite anything in this section 9.11 7.13 to the contrary however, the Bank shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation Cxxxxxxxxxx [12 CFR 00 XXX 359.3].

Payment of Legal Fees. The Bank Employer is aware that after a Change in Control management of the Bank could cause or attempt to cause the Bank Employer to refuse to comply with its obligations under this Agreement Agreement, or could institute or cause or attempt to cause the Bank Employer to institute litigation seeking to have this Agreement declared unenforceable unenforceable, or could take or attempt to take other action to deny the Executive the benefits intended under this Agreement. In these circumstances circumstances, the purpose of this Agreement would be frustrated. The Bank desires It is the Employer’s intention that the Executive not be required to incur the expenses associated with the enforcement of rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder. The Bank desires It is the Employer’s intention that the Executive not be forced to negotiate settlement of rights under this Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive that (x) the Bank Employer has failed to comply with any of its obligations under this Agreement, Agreement or (y) the Bank Employer or any other person has taken any action to declare this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Bank Employer irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s choice, at the BankEmployer’s expense as provided in this section 9.118.9, to represent the Executive in connection with the initiation or defense of any litigation or other legal action, whether by or against the Bank Employer or any director, officer, stockholder, or other person affiliated with the BankEmployer, in any jurisdiction. Despite Notwithstanding any existing or previous attorney-client relationship between the Bank Employer and any counsel chosen by the Executive under this section 9.118.9, the Bank Employer irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, and the Bank Employer and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section shall be paid or reimbursed to the Executive by the Bank Employer on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by such counsel in accordance with such counsel’s customary practices, up to a maximum aggregate amount of $500,000250,000, whether suit be brought or not, and whether or not incurred in trial, bankruptcy, or appellate proceedings. The BankEmployer’s obligation to pay the Executive’s legal fees under this section 9.11 8.9 operates separately from and in addition to any legal fee reimbursement obligation the Bank Employer may have with the Executive under any separate employment, severance, severance or other agreement between the Executive and the Bankagreement. Despite anything in this section 9.11 8.9 to the contrary however, the Bank Employer shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation Cxxxxxxxxxx [12 CFR 00 XXX 359.3].

Payment of Legal Fees. The Bank Middlefield is aware that after a Change in Control management of the Bank could cause or attempt to cause the Bank Middlefield to refuse to comply with its obligations under this Agreement Agreement, or could institute or cause or attempt to cause the Bank Middlefield to institute litigation seeking to have this Agreement declared unenforceable unenforceable, or could take or attempt to take other action to deny the Executive the benefits intended under this Agreement. In these circumstances the purpose purposes of this Agreement would be frustrated. The Bank Middlefield desires that the Executive not be required to incur the expenses associated with the enforcement of rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder. The Bank Middlefield desires that the Executive not be forced to negotiate settlement of rights under this Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive that (x) the Bank Middlefield has failed to comply with any of its obligations under this Agreement, or (y) the Bank Middlefield or any other person has taken any action to declare this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Bank Middlefield irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s choice, at the BankMiddlefield’s expense as provided in this section 9.118, to represent the Executive in the initiation or defense of any litigation or other legal action, whether by or against the Bank Middlefield or any director, officer, stockholder, or other person affiliated with the BankMiddlefield, in any jurisdiction. Despite any existing or previous attorney-client relationship between the Bank Xxxxxxxxxxx and any counsel chosen by the Executive under this section 9.118, the Bank Middlefield irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, counsel and the Bank Xxxxxxxxxxx and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section shall be paid or reimbursed to the Executive by the Bank Xxxxxxxxxxx on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by counsel in accordance with counsel’s customary practices, up to a maximum aggregate amount of $500,000, whether suit be brought or not, and whether or not incurred in trial, bankruptcy, or appellate proceedings. The BankXxxxxxxxxxx’s obligation to pay the Executive’s legal fees under this section 9.11 8 operates separately from and in addition to any legal fee reimbursement obligation the Bank Middlefield may have with the Executive under any separate employment, severance, or other agreement between the Executive and the Bankagreement. Despite anything in any contrary provision of this section 9.11 to the contrary Agreement however, the Bank Middlefield shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR 359.3].

Payment of Legal Fees. The Bank is aware that after a Change in Control management of the Bank could cause or attempt to cause the Bank to refuse to comply with its obligations under this Agreement or could institute or cause or attempt to cause the Bank to institute litigation seeking to have this Agreement declared unenforceable or could take or attempt to take other action to deny the Executive the benefits intended under this Agreement. In these circumstances the purpose of this Agreement would be frustrated. The Bank Middlefield desires that the Executive not be required to incur legal fees and the related costs and expenses associated with the interpretation, enforcement or defense of Executive's rights under this Agreement, whether Agreement by litigation or other legal actionotherwise, because the cost and expense amounts thereof would substantially detract from the benefits intended to be granted extended to the Executive hereunderunder this Agreement. The Bank desires that Therefore, even if the Executive does not be forced to negotiate settlement prevail in whole or in part in litigation or other legal action associated with the interpretation, enforcement or defense of Executive's rights under this Agreement under threat Agreement, Middlefield hereby agrees to pay and be solely financially responsible for any and all attorneys' and related fees, costs and expenses incurred by the Executive in the litigation or other legal action, up to a maximum of incurring expenses$500,000. Accordingly, if after a Change in Control occurs it appears The fees and expenses of counsel selected by the Executive shall be paid or reimbursed to the Executive that by Middlefield on a regular, periodic basis, upon presentation by the Executive of a statement or statements prepared by such counsel in accordance with counsel's customary practices. Anything herein to the contrary notwithstanding, nothing in this Agreement authorizes Middlefield to pay or the Executive to demand payment of fees, costs and expenses if and to the extent payment of fees, costs and expenses constitutes a "prohibited indemnification payment" within the meaning of Federal Deposit Insurance Corporation Rule 359.1(l) (x1) [12 CFR 359.1 (1) Middlefield's obligation in this Section 7 to pay the Executive's legal fees operates separately from and in addition to any legal fee reimbursement obligation Middlefield or a Subsidiary may have under any separate employment or other agreement between the Executive and Middlefield. Middlefield irrevocably authorizes the Executive to retain from time to time counsel of Executive's choice to advise and represent him in the interpretation, enforcement or defense of the parties' rights and responsibilities under this Agreement, if -- (1) the Bank Executive concludes that Middlefield has failed to comply with any of its obligations under this Agreement, or or (y2) the Bank if Middlefield or any other person has taken takes or threatens to take any action to declare this Agreement void or unenforceable, or instituted institutes any litigation or other legal action or proceeding designed to deny, diminish, or to recover from from, the Executive the benefits provided or intended to be provided to the Executive hereunderunder this Agreement, the Bank irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s choice, at the Bank’s expense as provided in this section 9.11, to represent the Executive in including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Bank Middlefield or any director, officer, stockholder, stockholder or other person affiliated with the BankMiddlefield, in any jurisdiction. Despite any existing or previous attorney-client relationship between the Bank and any counsel chosen by the Executive under this section 9.11, the Bank irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, and the Bank and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section shall be paid or reimbursed to the Executive by the Bank on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by counsel in accordance with counsel’s customary practices, up to a maximum aggregate amount of $500,000, whether suit be brought or not, and whether or not incurred in trial, bankruptcy, or appellate proceedings. The Bank’s obligation to pay the Executive’s legal fees under this section 9.11 operates separately from and in addition to any legal fee reimbursement obligation the Bank may have with the Executive under any separate employment, severance, or other agreement between the Executive and the Bank. Despite anything in this section 9.11 to the contrary however, the Bank shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR 359.3].

Payment of Legal Fees. The Bank Employer is aware that after a Change in Control management of the Bank could cause or attempt to cause the Bank Employer to refuse to comply with its obligations under this Agreement or the Salary Continuation Agreement referred to in section 2.3, or could institute or cause or attempt to cause the Bank Employer to institute litigation seeking to have this Agreement or the Salary Continuation Agreement declared unenforceable unenforceable, or could take or attempt to take other action to deny the Executive the benefits intended under this Agreement and the Salary Continuation Agreement. In these circumstances circumstances, the purpose of this Agreement and the Salary Continuation Agreement would be frustrated. The Bank desires It is the Employer’s intention that the Executive not be required to incur the expenses associated with the enforcement of rights under this Agreement or the Salary Continuation Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder. The Bank desires It is the Employer’s intention that the Executive not be forced to negotiate settlement of rights under this Agreement or the Salary Continuation Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive that (x) the Bank Employer has failed to comply with any of its obligations under this Agreement or the Salary Continuation Agreement, or (y) the Bank Employer or any other person has taken any action to declare this Agreement or the Salary Continuation Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive hereunderhereunder or under the Salary Continuation Agreement, the Bank Employer irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s choice, at the BankEmployer’s expense as provided in this section 9.118.9, to represent the Executive in connection with the initiation or defense of any litigation or other legal action, whether by or against the Bank Employer or any director, officer, stockholder, or other person affiliated with the BankEmployer, in any jurisdiction. Despite Notwithstanding any existing or previous attorney-client relationship between the Bank Employer and any counsel chosen by the Executive under this section 9.118.9, the Bank Employer irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, and the Bank Employer and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section shall be paid or reimbursed to the Executive by the Bank Employer on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by such counsel in accordance with such counsel’s customary practices, up to a maximum aggregate amount of $500,000250,000, whether suit be brought or not, and whether or not incurred in trial, bankruptcy, or appellate proceedings. The BankEmployer’s obligation to pay the Executive’s legal fees under this section 9.11 8.9 operates separately from and in addition to any legal fee reimbursement obligation the Bank Employer may have with the Executive under any separate employment, severance, severance or other agreement between the Executive and the Bankagreement. Despite anything in this section 9.11 8.9 to the contrary however, the Bank Employer shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation Xxxxxxxxxxx [12 CFR 00 XXX 359.3].

Payment of Legal Fees. The Bank is aware that after a Change in Control management of the Bank could cause or attempt to cause the Bank to refuse to comply with its obligations under this Agreement Agreement, or could institute or cause or attempt to cause the Bank to institute litigation seeking to have this Agreement declared unenforceable unenforceable, or could take or attempt to take other action to deny the Executive the benefits intended under this Agreement. In these circumstances circumstances, the purpose of this Agreement would be frustrated. The It is the intention of the Bank desires that the Executive not be required to incur the expenses associated with the enforcement of his rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder. The It is the intention of the Bank desires that the Executive not be forced to negotiate settlement of his rights under this Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive that (xa) the Bank has failed to comply with any of its obligations under this Agreement, or (yb) the Bank or any other person has taken any action to declare this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Bank irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s his choice, at the Bank’s expense of the Bank as provided in this section 9.11Section 7.13, to represent the Executive in connection with the initiation or defense of any litigation or other legal action, whether by or against the Bank or any director, officer, stockholder, or other person affiliated with the Bank, in any jurisdiction. Despite Notwithstanding any existing or previous attorney-client relationship between the Bank and any counsel chosen by the Executive under this section 9.11Section 7.13, the Bank irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, and the Bank and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section shall be paid or reimbursed to the Executive by the Bank on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by such counsel in accordance with such counsel’s 's customary practices, up to a maximum aggregate amount of $500,000, whether suit be brought or not, and whether or not incurred in trial, bankruptcy, or appellate proceedings100,000. The Bank’s 's obligation to pay the Executive’s 's 183 legal fees under provided by this section 9.11 Section 7.13 operates separately from and in addition to any legal fee reimbursement obligation the Bank may have with the Executive under any separate employment, severance, or other agreement between the Executive and the Bank. Despite anything in this section 9.11 to the contrary however, the Bank shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR 359.3].

Payment of Legal Fees. The Bank is aware that after upon the occurrence of a Change in Control Control, management of the Bank could may cause or attempt to cause the Bank to refuse to comply with its obligations under this Agreement Agreement, or could institute or may cause or attempt to cause the Bank to institute institute, or may institute, litigation seeking to have this Agreement declared unenforceable unenforceable, or could take may take, or attempt to take take, other action to deny the Executive the benefits intended under this Agreement. In these circumstances circumstances, the purpose of this Agreement would could be frustrated. The It is the intent of the Bank desires that the Executive not be required to incur the expenses associated with the enforcement of his rights under this Agreement, whether Agreement by litigation or other legal action, action because the cost and expense thereof would substantially detract from the benefits intended to be granted extended to the Executive hereunder. The Bank desires that the Executive not , nor be forced bound to negotiate any settlement of his rights under this Agreement hereunder under threat of incurring such expenses. Accordingly, if after a Change in Control occurs it appears to the Executive that (xa) the Bank has failed to comply with any of its obligations under this Agreement, or (yb) the Bank or any other person has taken any action to declare this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, diminish or to recover from the from, Executive the benefits intended to be provided to the Executive hereunder, the Bank irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s choice, his choice at the Bank’s 's expense as provided in this section 9.11Section 8.13, to represent the Executive in connection with the initiation or defense of any litigation or other legal action, whether by or against the Bank or any director, officer, stockholder, stockholder or other person affiliated with the Bank, in any jurisdiction. Despite any existing or previous attorney-client relationship between the Bank and any counsel chosen by the Executive under this section 9.11, the Bank irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, and the Bank and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as herein above provided in this section shall be paid or reimbursed to the Executive by the Bank on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by such counsel in accordance with such counsel’s 's customary practices, up to a maximum aggregate amount of $500,000, whether suit be brought or not, and whether or not incurred in trial, bankruptcy, or appellate proceedings. The Bank’s 's obligation to pay the Executive’s 's legal fees under provided by this section 9.11 Section 8.13 operates separately from from, and in addition to to, any legal fee reimbursement obligation the Bank or the Bank's parent Cortland Bancorp may have with the Executive under any separate employmentby virtue of a Severance Agreement by and among the Executive, severance, or other agreement between the Executive and the Bank. Despite anything in this section 9.11 to the contrary however, the Bank shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR 359.3]Cortland Bancorp.

Payment of Legal Fees. The Bank Employer is aware that after a Change in Control management of the Bank could cause or attempt to cause the Bank Employer to refuse to comply with its obligations under this Agreement Agreement, or could institute or cause or attempt to cause the Bank Employer to institute litigation seeking to have this Agreement declared unenforceable unenforceable, or could take or attempt to take other action to deny the Executive the benefits intended under this Agreement. In these circumstances the purpose of this Agreement would be frustrated. The Bank Employer desires that the Executive not be required to incur the expenses associated with the enforcement of rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder. The Bank Employer desires that the Executive not be forced to negotiate settlement of rights under this Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive that (x1) the Bank Employer has failed to comply with any of its obligations under this Agreement, or (y2) the Bank Employer or any other person has taken any action to declare this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Bank Employer irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s choice, at the BankEmployer’s expense as provided in this section 9.118.9, to represent the Executive in the initiation or defense of any litigation or other legal action, whether by or against the Bank Employer or any director, officer, stockholder, or other person affiliated with the BankEmployer, in any jurisdiction. Despite any existing or previous attorney-client relationship between the Bank Employer and any counsel chosen by the Executive under this section 9.118.9, the Bank Employer irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, and the Bank Employer and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section shall be paid or reimbursed to the Executive by the Bank Employer on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by counsel in accordance with counsel’s customary practices, up to a maximum aggregate amount of $500,00025,000, whether suit be brought or not, and whether or not incurred in trial, bankruptcy, or appellate proceedings. The BankEmployer’s obligation to pay the Executive’s legal fees under provided by this section 9.11 8.9 operates separately from and in addition to any legal fee reimbursement obligation the Bank Employer may have with the Executive under any separate employment, severance, severance or other agreement between the Executive and the Bankagreement. Despite anything in this section 9.11 Agreement to the contrary however, the Bank Employer shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR 359.3], as each may be amended from time to time.

Payment of Legal Fees. The Bank is aware that after a Change in Control management of the Bank could cause or attempt to cause the Bank to refuse to comply with its obligations under this Agreement Agreement, or could institute or cause or attempt to cause the Bank to institute litigation seeking to have this Agreement declared unenforceable unenforceable, or could take or attempt to take other action to deny the Executive the benefits intended under this Agreement. In these circumstances circumstances, the purpose of this Agreement would be frustrated. The It is the intention of the Bank desires that the Executive not be required to incur the expenses associated with the enforcement of his rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder. The It is the intention of the Bank desires that the Executive not be forced to negotiate settlement of his rights under this Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive that (xa) the Bank has failed to comply with any of its obligations under this Agreement, or (yb) the Bank or any other person has taken any action to declare this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Bank irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s his choice, at the Bank’s expense of the Bank as provided in this section 9.11Section 7.13, to represent the Executive in connection with the initiation or defense of any litigation or other legal action, whether by or against the Bank or any director, officer, stockholder, or other person affiliated with the Bank, in any jurisdiction. Despite Notwithstanding any existing or previous attorney-client relationship between the Bank and any counsel chosen by the Executive under this section 9.11Section 7.13, the Bank irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, and the Bank and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section shall be paid or reimbursed to the Executive by the Bank on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by such counsel in accordance with such counsel’s 's customary practices, up to a maximum aggregate amount of $500,000, whether suit be brought or not, and whether or not incurred in trial, bankruptcy, or appellate proceedings100,000. The Bank’s 's obligation to pay the Executive’s 's legal fees under provided by this section 9.11 Section 7.13 operates separately from and in addition to any legal fee reimbursement obligation the Bank may have with the Executive under any separate employment, severance, or other agreement between the Executive and the Bank. Despite anything in this section 9.11 to the contrary however, the Bank shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR 359.3].

Payment of Legal Fees. The Bank is aware that after a Change in Control management of the Bank could cause or attempt to cause the Bank to refuse to comply with its obligations under this Agreement Agreement, or could institute or cause or attempt to cause the Bank to institute litigation seeking to have this Agreement declared unenforceable unenforceable, or could take or attempt to take other action to deny the Executive the benefits intended under this Agreement. In these circumstances the purpose of this Agreement would be frustrated. The Bank desires that the Executive not be required to incur the expenses associated with the enforcement of rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder. The Bank desires that the Executive not be forced to negotiate settlement of rights under this Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive that (x) the Bank has failed to comply with any of its obligations under this Agreement, or (y) the Bank or any other person has taken any action to declare this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Bank irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s 's choice, at the Bank’s 's expense as provided in this section 9.117.13, to represent the Executive in the initiation or defense of any litigation or other legal action, whether by or against the Bank or any director, officer, stockholder, or other person affiliated with the Bank, in any jurisdiction. Despite any existing or previous attorney-client relationship between the Bank and any counsel chosen by the Executive under this section 9.117.13, the Bank irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, and the Bank and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section shall be paid or reimbursed to the Executive by the Bank on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by counsel in accordance with counsel’s 's customary practices, up to a maximum aggregate amount of $500,000, whether suit be brought or not, and whether or not incurred in trial, bankruptcy, or appellate proceedings. The Bank’s 's obligation to pay the Executive’s 's legal fees under provided by this section 9.11 7.13 operates separately from and in addition to any legal fee reimbursement obligation the Bank may have with the Executive under any separate employment, severance, or other agreement between the Executive and the Bank. Despite anything in any contrary provision within this section 9.11 to the contrary Agreement however, the Bank shall not be required to pay or reimburse the Executive’s 's legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR 359.3].

Payment of Legal Fees. The Bank is aware that after a Change in Control management of the Bank could cause or attempt to cause the Bank to refuse to comply with its the obligations under this Agreement Agreement, or could institute or cause or attempt to cause the Bank to institute litigation seeking to have this Agreement declared unenforceable unenforceable, or could take or attempt to take other action to deny the Executive the benefits intended under this Agreement. In these circumstances the purpose of this Agreement would be frustrated. The Bank desires that the Executive not be required to incur the expenses associated with the enforcement of rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder. The Bank desires that the Executive not be forced to negotiate settlement of rights under this Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive that (x) the Bank has failed to comply with any of its obligations under this Agreement, or (y) the Bank or any other person has taken any action to declare this Agreement void or unenforceable, unenforceable or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Bank irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s choice, at the Bank’s expense as provided in this section 9.117.13, to represent the Executive in the initiation or defense of any litigation or other legal action, whether by or against the Bank or any director, officer, stockholder, or other person affiliated with the Bank, in any jurisdiction. Despite Regardless of any existing or previous attorney-client relationship between the Bank and any counsel chosen by the Executive under this section 9.117.13, the Bank irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, counsel and the Bank and the Executive agree that a confidential relationship shall exist exists between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section shall will be paid or reimbursed to the Executive by the Bank on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by counsel in accordance with counsel’s customary practices, up to a maximum aggregate amount of $500,000, whether suit be brought or not, not and whether or not incurred in trial, bankruptcy, or appellate proceedings, but the Bank’s payment or reimbursement of the Executive’s counsel’s fees and expenses must occur on or before the last day of the Executive’s tax year immediately after the Executive’s tax year in which the expense is incurred. If the Executive is a specified employee, as defined in Code section 409A, on the date of termination, payment under this section 7.13 will be made on the first day of the seventh month after the month in which the Executive’s termination occurs. Interest will accrue on the payment from the date of termination through the date of payment at the Prime Rate of Interest in effect on the date of termination and as reported in the Wall Street Journal. The six-month delay applies if and only if an exemption from the six-month delay requirement of Code section 409A is not available. The Executive’s right to payment or reimbursement under this section 7.13 is not subject to liquidation or exchange for another benefit. The Bank’s obligation to pay the Executive’s legal fees under provided by this section 9.11 7.13 operates separately from and in addition to any legal fee reimbursement obligation the Bank may have with the Executive under any separate severance, employment, severancesalary continuation, or other agreement between the Executive and the Bankagreement. Despite anything to the contrary in this section 9.11 to the contrary 7.13 however, the Bank shall is not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR 359.3].

Payment of Legal Fees. The Bank is aware that after a Change in Control management of the Bank could cause or attempt to cause the Bank to refuse to comply with its obligations under this Agreement Agreement, or could institute or cause or attempt to cause the Bank to institute litigation seeking to have this Agreement declared unenforceable unenforceable, or could take or attempt to take other action to deny the Executive the benefits intended under this Agreement. In these circumstances the purpose of this Agreement would be frustrated. The Bank desires that the Executive not be required to incur the expenses associated with the enforcement of rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder. The Bank desires that the Executive not be forced to negotiate settlement of rights under this Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive that (x) the Bank has failed to comply with any of its obligations under this Agreement, or (y) the Bank or any other person has taken any action to declare this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Bank irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s choice, at the Bank’s expense as provided in this section 9.117.13, to represent the Executive in the initiation or defense of any litigation or other legal action, whether by or against the Bank or any director, officer, stockholder, or other person affiliated with the Bank, in any jurisdiction. Despite any existing or previous attorney-client relationship between the Bank and any counsel chosen by the Executive under this section 9.117.13, the Bank irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, counsel and the Bank and the Executive agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section shall be paid or reimbursed to the Executive by the Bank on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by counsel in accordance with counsel’s customary practices, up to a maximum aggregate amount of $500,000250,000, whether suit be brought or not, not and regardless of whether or not incurred in trial, bankruptcy, or appellate proceedings. The Bank’s obligation to pay the Executive’s legal fees under provided by this section 9.11 7.13 operates separately from and in addition to any legal fee reimbursement obligation the Bank may have with the Executive under any separate employment, severance, or other agreement between the Executive and the Bank. Despite anything in this section 9.11 Agreement to the contrary however, the Bank shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR 359.3].