Common use of PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION Clause in Contracts

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVE's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the BANK of EXECUTIVE's full-time employment hereunder for any reason other than a Change in Control, as defined in Section 5(a) hereof; disability, as defined in Section 6(a) hereof; death; retirement, as defined in Section 7 hereof; or Termination for Cause, as defined in Section 8 hereof; (ii) EXECUTIVE's resignation from the BANK's employ, upon (A) unless consented to by EXECUTIVE, a material change in EXECUTIVE's function, duties, or responsibilities, which change would cause EXECUTIVE's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2, above (any such material change shall be deemed a continuing breach of this Agreement), (B) a relocation of EXECUTIVE's principal place of employment by more than 35 miles from its location at the effective date of this Agreement, or a material reduction in the benefits and perquisites to EXECUTIVE from those being provided as of the effective date of this Agreement, (C) the liquidation or dissolution of the BANK, or (D) any material breach of this Agreement by the BANK. Upon the occurrence of any event described in clauses (A), (B), (C) or (D), above, EXECUTIVE shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4) calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVE's Executive’s term of employment under this Agreement, the provisions of this Section 4 shall apply. As Unless Executive otherwise agrees, as used in this Agreement, an "“Event of Termination" ” shall mean and include any one or more of the following: (i) the termination by the BANK Holding Company or the Bank of EXECUTIVE's Executive’s full-time employment hereunder with the Holding Company or the Bank for any reason other than a Change in Control, as defined in Section 5(a) hereof; disability, as defined in Section 6(a) hereof; death; retirement, termination for “Just Cause” (as defined in Section 7 hereofof this Agreement); or Termination for Cause, as defined in Section 8 hereof; (ii) EXECUTIVE's Executive’s resignation from the BANK's employ, Holding Company or the Bank upon any (A) unless consented to by EXECUTIVE, a material change in EXECUTIVE's Executive’s function, duties, or responsibilitiesresponsibilities with the Holding Company or the Bank, which change would cause EXECUTIVE's position Executive’s position(s) to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2, above (any such material change shall be deemed a continuing breach of this Agreement)scope, (B) a relocation of EXECUTIVE's Executive’s principal place of employment by more than 35 25 miles from its location at the effective date of this AgreementHolding Company’s offices, or a (C) material reduction in the benefits and perquisites to EXECUTIVE Executive from those being provided as of the effective date of this Agreement, (CD) the liquidation or dissolution of the BANKHolding Company or the Bank, or (DE) any material breach of this Agreement by the BANKHolding Company. Upon the occurrence of any event described in clauses (A), (B), (C) or ), (D), or (E) above, EXECUTIVE Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within a reasonable period of time not to exceed, except in case of a continuing breach, four six (46) full calendar months after the event giving rise to said Executive’s right to electelect to terminate his employment. In addition, “Event of Termination” shall mean Executive’s voluntary resignation from the Holding Company or the Bank for any reason by giving not less than forty-five (45) days prior written notice thereof at any time during the sixty (60) day period beginning on the date which is eleven (11) months after the Effective Time.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVE's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the BANK of EXECUTIVE's full-time employment hereunder for any reason other than a Change in Control, as defined in Section 5(a) hereof; disability, as defined in Section 6(a) hereof; death; retirement, as defined in Section 7 hereof; or Termination for Cause, as defined in Section 8 hereof; (ii) EXECUTIVE's resignation from the BANK's employ, upon (A) unless consented to by EXECUTIVE, a material change in EXECUTIVE's function, duties, or responsibilities, which change would cause EXECUTIVE's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2, above (any such material change shall be deemed a continuing breach of this Agreement), (B) a relocation of EXECUTIVE's principal place of employment by more than 35 miles from its location at the effective date of this Agreement, or a material reduction in the benefits and perquisites to EXECUTIVE from those being provided as of the effective date of this Agreement, (C) the liquidation or dissolution of the BANK, or (D) any material breach of this Agreement by the BANK. Upon the occurrence of any event described in clauses (A), (B), (C) or (D), above, EXECUTIVE shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4) calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVEthe Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the BANK Holding Company of EXECUTIVEExecutive's full-time employment hereunder for any reason other than a Change in Control, as defined in termination governed by Section 5(a) hereof; disability, as defined in Section 6(a) hereof; death; retirementor for Cause, as defined in Section 7 hereof; or Termination for Cause, as defined in Section 8 hereof; (ii) EXECUTIVEExecutive's resignation from the BANKHolding Company's employ, upon upon, any (A) failure to elect or reelect or to appoint or reappoint Executive as President and Chief Executive Officer, unless consented to by EXECUTIVEthe Executive, (B) a material change in EXECUTIVEExecutive's function, duties, or responsibilitiesresponsibilities with the Holding Company or its Subsidiaries, which change would cause EXECUTIVEExecutive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2Section 1, above (any such material change shall be deemed a continuing breach of this Agreement)above, unless consented to by the Executive, (BC) a relocation of EXECUTIVEExecutive's principal place of employment by more than 35 25 miles from its location at the effective date of this Agreement, or unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to EXECUTIVE the Executive from those being provided as of the effective date of this Agreement, unless consented to by the Executive, (CE) the a liquidation or dissolution of the BANKHolding Company or the Institution, or (DF) any material breach of this Agreement by the BANKHolding Company. Upon the occurrence of any event described in clauses (A), (B), (C) or ), (D), (E) or (F), above, EXECUTIVE Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4) six full calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVEthe Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the BANK Holding Company of EXECUTIVEExecutive's full-time employment hereunder for any reason other than a Change in Control, as defined in termination governed by Section 5(a) hereof; disability, as defined in Section 6(a) hereof; death; retirementor for Cause, as defined in Section 7 hereof; or Termination for Cause, as defined in Section 8 hereof; (ii) EXECUTIVEExecutive's resignation from the BANKHolding Company's employ, upon upon, any (A) failure to elect or reelect or to appoint or reappoint Executive as _____________________________, unless consented to by EXECUTIVEthe Executive, (B) a material change in EXECUTIVEExecutive's function, duties, or responsibilitiesresponsibilities with the Holding Company or its Subsidiaries, which change would cause EXECUTIVEExecutive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2Section 1, above (any such material change shall be deemed a continuing breach of this Agreement)above, unless consented to by the Executive, (BC) a relocation of EXECUTIVEExecutive's principal place of employment by more than 35 25 miles from its location at the effective date of this Agreement, or unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to EXECUTIVE the Executive from those being provided as of the effective date of this Agreement, unless consented to by the Executive, (CE) the a liquidation or dissolution of the BANKHolding Company or the Institution, or (DF) any material breach of this Agreement by the BANKHolding Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D) (E) or (DF), above, EXECUTIVE Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4) six full calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVE's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the BANK of EXECUTIVE's full-time employment hereunder for any reason other than a Change in Control, as defined in Section 5(a) hereof; disability, as defined in Section 6(a) hereof; death; retirement, as defined in Section 7 hereof; or Termination for Cause, as defined in Section 8 hereof; (ii) EXECUTIVE's resignation from the BANK's employ, upon (A) unless consented to by EXECUTIVE, a material change in EXECUTIVE's function, duties, or responsibilities, which change would cause EXECUTIVE's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2, above (any such material change shall be deemed a continuing breach of this Agreement), (B) a relocation of EXECUTIVE's principal place of employment by more than 35 25 miles from its location at the effective date of this Agreement, or a material reduction in the benefits and perquisites to EXECUTIVE from those being provided as of the effective date of this Agreement, (C) the liquidation or dissolution of the BANK, or (D) any material breach of this Agreement by the BANK. Upon the occurrence of any event described in clauses (A), (B), (C) or (D), above, EXECUTIVE shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4) calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVEthe Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the BANK Bank or the Company of EXECUTIVEExecutive's full-time employment hereunder for any reason other than a Change in Control, as defined in Section 5(a(A) hereof; disability, as defined in Section 6(a) hereof; death; retirement, termination for Cause (as defined in Section 7 hereof; or Termination for Cause), (B) upon Retirement (as defined in Section 8 6 hereof), or (C) for Disability (as set forth in Section 5 hereof); (ii) EXECUTIVEExecutive's resignation from the BANKBank's employ, upon employ following (A) unless consented any failure to by EXECUTIVEelect or reelect or to appoint or reappoint Executive to the Executive Position, (B) a material change in EXECUTIVEExecutive's function, duties, or responsibilities, which change would cause EXECUTIVEExecutive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections Section 1 above, to which Executive has not agreed in writing (and 2, above (any such material change shall be deemed a continuing breach of this Agreement), (BC) a relocation of EXECUTIVEExecutive's principal place of employment by to a location more than 35 30 miles from its location at outside the effective date City of this AgreementWooster, or a material reduction in the benefits and perquisites perquisites, including Base Salary, to EXECUTIVE the Executive from those being provided as of the effective date of this AgreementAgreement (except for any reduction that is part of an employee-wide reduction in pay or benefits), (CD) the a liquidation or dissolution of the BANKBank or the Company, or (DE) any material breach of this Agreement by the BANKBank; and (iii) the event specified in Section 4(b) hereof. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D) or (D), E) above, EXECUTIVE Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty thirty (6030) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four (4calendar months) calendar months after the event giving rise to said right to elect, which termination by Executive shall be an Event of Termination. No payments or benefits shall be due to Executive under this Agreement upon the termination of Executive's employment except as provided in Sections 3, 4 or 5 hereof.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVEthe Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the BANK Bank of EXECUTIVEExecutive's full-time employment hereunder for any reason other than a Change in Control, as defined in termination governed by Section 5(a) hereof; disability, as defined in Section 6(a) hereof; death; retirement, as defined in Section 7 hereof; or Termination for Cause, as defined in Section 8 7 hereof; (ii) EXECUTIVEExecutive's resignation from the BANKBank's employ, employ upon any (A) unless consented to by EXECUTIVE, a material change in EXECUTIVEExecutive's function, duties, or responsibilities, which change would cause EXECUTIVEExecutive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2Section 1, above (any such material change shall be deemed a continuing breach of this Agreement)above, unless consented to by Executive, (B) a relocation of EXECUTIVEExecutive's principal place of employment by more than 35 25 miles from its location at the effective date of this Agreement, or a unless consented to by the Executive, (C) material reduction in the benefits and perquisites to EXECUTIVE the Executive from those being provided as of the effective date of this Agreement, unless consented to by the Executive, (CD) the a liquidation or dissolution of the BANKBank or Holding Company, or (DE) any material breach of this Agreement by the BANKBank. Upon the occurrence of any event described in clauses (A), (B), (C) or ), (D), or (E) above, EXECUTIVE Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4) calendar six full months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVEthe Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the BANK Bank or the Company of EXECUTIVEExecutive's full-time employment hereunder for any reason other than a Change in Control, as defined in Section 5(a(A) hereof; disability, as defined in Section 6(a) hereof; death; retirement, termination for Cause (as defined in Section 7 hereof; or Termination for Cause), (B) upon Retirement (as defined in Section 8 6 hereof), or (C) for Disability (as set forth in Section 5 hereof); and (ii) EXECUTIVEExecutive's resignation from the BANKBank's employ, upon employ following (A) unless consented any failure to by EXECUTIVEelect or reelect or to appoint or reappoint Executive to the Executive Position, (B) a material change in EXECUTIVEExecutive's function, duties, or responsibilities, which change would cause EXECUTIVEExecutive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections Section 1 above, to which Executive has not agreed in writing (and 2, above (any such material change shall be deemed a continuing breach of this Agreement), (BC) a relocation of EXECUTIVEExecutive's principal place of employment by to a location more than 35 30 miles from its location at outside the effective date City of this AgreementWooster, or a material reduction in the benefits and perquisites perquisites, including Base Salary, to EXECUTIVE the Executive from those being provided as of the effective date of this AgreementAgreement (except for any reduction that is part of an employee-wide reduction in pay or benefits), (CD) the a liquidation or dissolution of the BANKBank or the Company, or (DE) any material breach of this Agreement by the BANKBank. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D) or (D), E) above, EXECUTIVE Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty thirty (6030) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four (4calendar months) calendar months after the event giving rise to said right to elect, which termination by Executive shall be an Event of Termination. No payments or benefits shall be due to Executive under this Agreement upon the termination of Executive's employment except as provided in Sections 3, 4 or 5 hereof.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVE's the term of employment under this Agreement, the provisions of this Section 4 shall apply; provided, however, that benefits shall be provided either under Section 4 or Section 5 (related to a Change in Control), but not both, such that to the extent the Executive has received payments under one of those Sections, the Executive shall not receive payments under the other of those Sections. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: : (i) the termination by the BANK Bank of EXECUTIVEExecutive's full-time employment hereunder for any reason other than a "Change in Control, ," as defined in Section 5(a) hereof; disability5, a termination for death or "Disability," as set forth in Section 6, a termination upon "Retirement," as defined in Section 6(a) hereof; death; retirement7, or a termination for "Cause," as defined in Section 7 hereof8; or Termination for Cause, as defined in Section 8 hereof; and (ii) EXECUTIVEExecutive's resignation from the BANKBank's employemploy upon any of the following, upon (A) unless consented to by EXECUTIVEExecutive: (A) failure to appoint Executive to the position set forth in Section 1, or a material change in EXECUTIVEExecutive's function, duties, or responsibilities, which change would cause EXECUTIVEExecutive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof responsibilities described in Sections 1 Section 1, to which Executive has not agreed in writing (and 2, above (any such material change shall be deemed a continuing breach of this AgreementAgreement by the Bank), ; (B) a relocation of EXECUTIVEExecutive's principal place of employment by to a location that is more than 35 50 miles from its the location at of the effective Bank's principal executive offices as of the date of this Agreement, or ; (C) a material reduction in the benefits and perquisites perquisites, including Base Salary, to EXECUTIVE Executive from those being provided as of the effective date Effective Date (except for any reduction that is part of this Agreement, a reduction in pay or benefits that is generally applicable to officers or employees of the Bank); (CD) the a liquidation or dissolution of the BANK, or Bank; or (DE) any a material breach of this Agreement by the BANKBank. Upon the occurrence of any event described in clauses clause (A), (B), (Cii) or (D), above, EXECUTIVE Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) 30 days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four (490 days) calendar months after the event giving rise to said the right to elect, which termination by Executive shall be an Event of Termination; provided, however, that the Bank shall have at least 30 days to remedy the situation. No payments or benefits shall be due to Executive under this Agreement upon the termination of Executive's employment except as provided in Section 4 or 5. (b) Upon the occurrence of an Event of Termination, the Bank shall pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a lump sum in cash equal to two times the sum of (i) the highest annual rate of Base Salary paid to Executive at any time under this Agreement, plus (ii) the highest bonus paid to Executive with respect to the two completed fiscal years prior to the Event of Termination. Such payments shall not be reduced in the event Executive obtains other employment following the Event of Termination. Notwithstanding the foregoing, in the event Executive is a "Specified Employee" (as defined in Internal Revenue Code ("Code") Section 409A), then, to the extent necessary to comply with Code Section 409A, no payment shall be made to Executive prior to the first day of the seventh month following the Event of Termination. (c) Upon the occurrence of an Event of Termination, the Bank shall provide at the Bank's expense, life insurance coverage and non-taxable medical and dental coverage substantially comparable to the coverage maintained by the Bank for Executive prior to the Event of Termination, except to the extent such coverage may be changed in its application to all Bank employees. Such coverage shall cease twenty-four (24) months following the Event of Termination. The period for group health care continuation coverage rights under COBRA shall not begin until the expiration of such twenty-four (24) month period.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVE's Executive’s term of employment under this Agreement, the provisions of this Section 5 shall apply. As used in this Agreement, an "“Event of Termination" ” shall mean and include any one or more of the following: : (i) the termination by the BANK Bank of EXECUTIVE's Executive’s full-time employment hereunder for any reason other than a Change in Control, as defined in termination governed by Section 5(a6 (Termination for Just Cause) hereof; disability, as defined in Section 6(a) hereof; death; retirement, as defined in or termination governed by Section 7 hereof; or (Termination for Cause, as defined in Section 8 hereofDisability or Death); or (ii) EXECUTIVE's Executive’s resignation from the BANK's employ, upon Bank’s employ for any of the following reasons: (A) unless consented the failure to by EXECUTIVE, elect or reelect or to appoint or reappoint Executive to the positions set forth under Section 1; (B) a material change in EXECUTIVE's functionExecutive’s functions, duties, or responsibilitiesresponsibilities with the Bank, which change would cause EXECUTIVE's Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2Section 1, above above; (any such material change shall be deemed a continuing breach of this Agreement), (BC) a relocation of EXECUTIVE's Executive’s principal place of employment by more than 35 30 miles from its location the corporate office located at the effective date of this Agreement000 Xxxx Xxxxxx, or Xxxxxxxxxx, Xxx Xxxxxx; (D) a material reduction in the benefits and perquisites to EXECUTIVE Executive from those being provided as of the effective date Effective Date of this Agreement, other than a reduction that is part of a Bank-wide reduction in pay or benefits; (CE) the a liquidation or dissolution of the BANKCompany or the Bank, other than a liquidation or dissolution that is caused by a reorganization or a mutual-to-stock conversion of the Mutual Holding Company which does not affect the status of Executive; or (DF) any a material breach of this Agreement by the BANKBank. Upon the occurrence of any event described in clauses (A), (B), (C) or ), (D), (E) or (F), above, EXECUTIVE Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice Notice of Termination, as defined in Section 9(a), given within a reasonable period of time not to exceed, except in case of a continuing breach, four six (46) full calendar months after the event giving rise to said right to elect. Notwithstanding the preceding sentence, in the event of a continuing breach of this Agreement by the Bank, Executive, after giving due notice within the prescribed time frame of an initial event specified above, shall not waive any of his rights under this Agreement and this Section solely by virtue of the fact that Executive has submitted his resignation, provided Executive has remained in the employment of the Bank and is engaged in good faith discussions to resolve any occurrence of an event described in clauses (A), (B), (C), (D) or (F) above. (iii) Executive’s voluntary resignation from the Bank’s employ on the effective date of, or at any time following, a Change in Control of the Bank or the Company during the term of this Agreement. For these purposes, a Change in Control of the Bank or the Company shall mean a change in control of a nature that: (i) would be required to be reported in response to Item 5.01 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”); or (ii) without limitation such a Change in Control shall be deemed to have occurred at such time as (a) any “person” (as the term is used in Sections 13(d) and 14(d) of the Exchange Act), other than the Mutual Holding Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of Company’s outstanding securities except for any securities purchased by the Bank’s employee stock ownership plan or trust; or (b) individuals who constitute the Board of Directors of the Company on the date hereof (the “Incumbent Board”) cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least a majority of the directors shall be, for purposes of this clause (b), considered as though he were a member of the Incumbent Board; or (c) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Bank or the Company or similar transaction in which the Bank or Company is not the surviving institution occurs; or (d) a proxy statement is distributed soliciting proxies from stockholders of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or similar transaction with one or more corporations or financial institutions, and as a result of such proxy solicitation, a plan of reorganization, merger, consolidation or similar transaction involving the Company is approved by the requisite vote of the Company’s stockholders; or (e) a tender offer is made for 25% or more of the voting securities of the Company and the shareholders owning beneficially or of record 25% or more of the outstanding securities of the Company have tendered or offered to sell their shares pursuant to such tender offer and such tendered shares have been accepted by the tender offeror. Notwithstanding anything to the contrary herein, a Change in Control shall not be deemed to have occurred in the event that (i) the Company sells less than 50% of its outstanding common stock in one or more stock offerings, or (ii) the Company or the Mutual Holding Company converts to stock form by reorganizing into the stock holding company structure. (b) Upon the occurrence of an Event of Termination, on the Date of Termination, as defined in Section 9(b), the Bank shall be obligated to pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, an amount equal to the sum of: (i) his earned but unpaid salary as of the date of his termination of employment with the Bank; (ii) the benefits, if any, to which he is entitled as a former employee under the employee benefit plans and programs and compensation plans and programs maintained for the benefit of the Bank’s or Company’s officers and employees; (iii) the remaining payments that Executive would have earned, in accordance with Sections 3(a) and 3(b), if he had continued his employment with the Bank for a thirty-six (36) month period following his termination of employment, and had earned a bonus and/or incentive award in each year equal in amount to the average bonus and/or incentive award earned by him over the three calendar years preceding the year in which the termination occurs in the case of a termination pursuant to Section 5(a)(i) or 5(a)(ii), or the highest annual bonus and/or incentive award earned by him in any of the three calendar years preceding the year in which the termination occurs in the case of a termination pursuant to Section 5(a)(iii); and (iv) the annual contributions or payments that would have been made on Executive’s behalf to any employee benefit plans of the Bank or the Company as if Executive had continued his employment with the Bank for a thirty-six (36) month period following his termination of employment, based on contributions or payments made (on an annualized basis) at the Date of Termination. Any payments hereunder shall be made in a lump sum within thirty (30) days after the Date of Termination, or in the event Executive is a Specified Employee (within the meaning of Treasury Regulations §1.409A-1(i)), and to the extent necessary to avoid penalties under Code Section 409A, no payment shall be made to Executive prior to the first day of the seventh month following Executive’s Date of Termination. Such payments shall not be reduced in the event Executive obtains other employment following termination of employment. (c) Upon the occurrence of an Event of Termination, the Bank will cause to be continued life insurance and non-taxable, medical and dental and disability coverage substantially identical to the coverage maintained by the Bank for Executive and his family prior to Executive’s termination. Such coverage shall continue at the Bank’s expense for a period of thirty-six (36) months from the Date of Termination. If the Bank cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, the Bank shall pay the Executive the value of such benefits in a single cash lump sum distribution within ten (10) calendar days following his termination. (d) Notwithstanding anything herein to the contrary, in no event shall the aggregate payments or benefits to be made or afforded to Executive under this Section constitute an “excess parachute payment” under Code Section 280G , or any successor thereto, and in order to avoid such a result, Executive’s benefits hereunder shall be reduced, if necessary, to an amount, the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive’s “base amount,” as determined in accordance with Code Section 280G. The allocation of the reduction required hereby shall be determined by Executive, provided, however, that if it is determined that such election by Executive shall be in violation of Code Section 409A, the allocation of the required reduction shall be pro-rata. (e) For purposes of Section 5, an “Event of Termination” as used herein shall mean “Separation from Service” as defined in Code Section 409A and the Treasury Regulations promulgated thereunder, provided, however, that the Bank and Executive reasonably anticipate that the level of bona fide services Executive would perform after termination would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding 36-month period.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) a. Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVE's the Executive’s term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "“Event of Termination" ” shall mean and include any one or more of the following: (i) the termination by the BANK Bank or the Holding Company of EXECUTIVE's Executive’s full-time employment hereunder for any reason other than a Change in Control, as defined in termination governed by Section 5(a) hereof; disability, as defined in Section 6(a) hereof; death; retirement, as defined in Section 7 hereof; or Termination for Cause, as defined in Section 8 7 hereof; (ii) EXECUTIVE's Executive’s resignation from the BANK's employ, Bank’s employ upon (A) any failure to elect or reelect or to appoint or reappoint Executive as President and Chief Executive Officer, unless consented to by EXECUTIVEthe Executive, (B) a material change in EXECUTIVE's Executive’s function, duties, or responsibilitiesresponsibilities with the Bank, which change would cause EXECUTIVE's Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2Section 1, above (any such material change shall be deemed a continuing breach of this Agreement)above, unless consented to by Executive, (BC) a relocation of EXECUTIVE's Executive’s principal place of employment by more than 35 50 miles from its location at the effective date of this Agreement, or unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to EXECUTIVE the Executive from those being provided as of the effective date of this Agreement, unless consented to by the Executive, (CE) the a liquidation or dissolution of the BANK, Bank or Holding Company or (DF) any material breach of this Agreement by the BANKBank. Upon the occurrence of any event described in clauses (A), (B), (C) or ), (D), (E) or (F), above, EXECUTIVE Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4) six full calendar months after the event giving rise to said right to elect. b. Upon the occurrence of an Event of Termination, on the Date of Termination, as defined in Section 8, the Bank shall be obligated to pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a sum equal to the sum of: (i) the amount of the remaining payments that the Executive would have earned if he had continued his employment with the Bank during the remaining term of this Agreement at the Executive’s Base Salary at the Date of Termination plus an amount equal to the average amount of Executive’s bonus over the term of the Agreement; and (ii) the amount equal to the annual contributions that would have been made on Executive’s behalf to any employee benefit plans of the Bank or the Holding Company during the remaining term of this Agreement based on contributions made (on an annualized basis) at the Date of Termination. In the event the Bank is not in compliance with its minimum capital requirements or if such payments pursuant to this Subsection would cause the Bank’s capital to be reduced below its minimum regulatory capital requirements, such payments shall be deferred until such time as the Bank or successor thereto is in capital compliance. At the election of Executive, such payments shall be made in a lump sum as of the Executive’s Date of Termination or on a monthly basis in approximately equal installments during the remaining term of the Agreement. Such payments shall not be reduced in the event the Executive obtains other employment following termination of employment. c. Upon the occurrence of an Event of Termination, the Bank will cause to be continued life, medical and dental coverage substantially equivalent to the coverage maintained by the Bank or the Holding Company for Executive prior to his termination at no premium cost to the Executive. Such coverage shall cease upon the expiration of the remaining term of this Agreement.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVE's the term of employment under this Agreement, the provisions of this Section 4 shall apply; provided, however, that in the event such Event of Termination occurs within eighteen (18) months following a Change in Control (as defined in Section 5 hereof), Section 5 shall apply instead. As used in this Agreement, an "“Event of Termination" ’’ shall mean and include any one or more of the following: : (i) the involuntary termination of Executive’s employment hereunder by the BANK of EXECUTIVE's full-time employment hereunder Bank for any reason other than termination governed by Section 5 (in connection with or following a Change in Control), as defined in Section 5(a) hereof; disability6 (due to Disability or death), as defined in Section 6(a) hereof; death; retirement, as defined in Section 7 hereof; (due to Retirement), or Termination Section 8 (for Cause), as defined in provided that such termination constitutes a “Separation from Service” within the meaning of Section 8 hereof409A of the Internal Revenue Code (“Code”); or (ii) EXECUTIVE's Executive’s resignation from the BANK's employBank’s employ upon any of the following, upon (A) unless consented to by EXECUTIVE, Executive: (A) a material change in EXECUTIVE's Executive’s function, duties, or responsibilities, which change would cause EXECUTIVE's Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof responsibilities described in Sections 1 Section 1, to which Executive has not agreed in writing (and 2, above (any such material change shall be deemed a continuing breach of this AgreementAgreement by the Bank), ; (B) a relocation of EXECUTIVE's Executive’s principal place of employment by to a location that is more than 35 30 miles from its the location at of the effective Bank’s principal executive offices as of the date of this Agreement, or ; (C) a material reduction in the benefits and perquisites perquisites, including Base Salary, to EXECUTIVE Executive from those being provided as of the effective date Effective Date (except for any reduction that is part of this Agreement, a reduction in pay or benefits that is generally applicable to officers or employees of the Bank); (CD) the a liquidation or dissolution of the BANK, or Bank; or (DE) any a material breach of this Agreement by the BANKBank. Upon the occurrence of any event described in clauses clause (A), (B), (Cii) or (D), above, EXECUTIVE Executive shall have the right to elect to terminate his employment under this Agreement by resignation for “Good Reason” upon not less than sixty thirty (6030) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four exceed ninety (490) calendar months days) after the event giving rise to said the right to elect, which termination by Executive shall be an Event of Termination. The Bank shall have thirty (30) days to cure the condition giving rise to the Event of Termination, provided that the Bank may elect to waive said thirty (30) day period. (b) Upon the occurrence of an Event of Termination, the Bank shall pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, the Base Salary and bonuses that Executive would be entitled to for the remaining unexpired term of the Agreement. For purposes of determining the bonus(es) payable hereunder, the bonus(es) will be deemed to be (i) equal to the highest bonus paid at any time during the prior three years, and (ii) otherwise paid at such time as such bonus would have been paid absent an Event of Termination. Such payments shall be paid in a lump sum on the 30th day following the Executive’s Separation from Service (within the meaning of Section 409A of the Code) and shall not be reduced in the event Executive obtains other employment following the Event of Termination. Notwithstanding the foregoing, Executive shall not be entitled to any payments or benefits under this Section 4 unless and until (i) Executive executes a release of his claims against the Bank, the Company and any affiliate, and their officers, directors, successors and assigns, releasing said persons from any and all claims, rights, demands, causes of action, suits, arbitrations or grievances relating to the employment relationship, including claims under the Age Discrimination in Employment Act, but not including claims for benefits under tax-qualified plans or other benefit plans in which Executive is vested, claims for benefits required by applicable law or claims with respect to obligations set forth in this Agreement that survive the termination of this Agreement (the “Release”), and (ii) the payments and benefits shall begin on the 30th day following the date of the Executive’s Separation from Service, provided that before that date, the Executive has signed (and not revoked) the Release and the Release is irrevocable under the time period set forth under applicable law. (c) Upon the occurrence of an Event of Termination, the Bank shall pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a lump sum cash payment reasonably estimated to be equal to the present value of the contributions that would have been made on the Executive’s behalf under the Bank’s defined contribution plans (e.g., 401(k) Plan, ESOP, and any other defined contribution plan maintained by the Bank), as if Executive had continued working for the Bank for the remaining unexpired term of the Agreement following such Event of Termination, earning the salary that would have been achieved during such period. Such payments shall be paid in a lump sum within thirty (30) days of the Executive’s Separation from Service and shall not be reduced in the event Executive obtains other employment following the Event of Termination. (d) Upon the occurrence of an Event of Termination, the Bank shall provide, at the Bank’s expense, nontaxable medical and dental coverage and life insurance coverage substantially comparable, as reasonably available, to the coverage maintained by the Bank for Executive prior to the Event of Termination, except to the extent such coverage may be changed in its application to all Bank employees, and this insurance coverage shall cease upon the earlier of: (i) Executive’s employment by another employer whereby the Executive receives or may elect to receive substantially similar insurance coverage (for purposes of clarity, it is understood that there may be some differences in co-pays, deductibles, premiums and policy limitations), or (ii) the expiration of the remaining term of this Agreement. Notwithstanding the foregoing, if applicable law (including, but not limited to, laws prohibiting discriminating in favor of highly compensated employees), or, if participation by the Executive is not permitted under the terms of the applicable health plans, or if providing such benefits would subject the Bank to penalties, then the Bank shall pay the Executive a cash lump sum payment reasonably estimated to be equal to the value of such non-taxable medical and dental benefits, with such payment to be made by lump sum within ) business days of the Date of Termination, or if later, the date on which the Bank determines that such insurance coverage (or the remainder of such insurance coverage) cannot be provided for the foregoing reasons. (e) For purposes of this Agreement, a “Separation from Service” shall have occurred if the Bank and Executive reasonably anticipate that either no further services will be performed by the Executive after the date of the Event of Termination (whether as an employee or as an independent contractor) or the level of further services performed will not exceed 49% of the average level of bona fide services in the 12 months immediately preceding the Event of Termination. For all purposes hereunder, the definition of Separation from Service shall be interpreted consistent with Treasury Regulation Section 1.409A-1(h)(ii). If Executive is a Specified Employee, as defined in Code Section 409A and any payment to be made under sub-paragraph (b) or (c) of this Section 4 shall be determined to be subject to Code Section 409A, then if required by Code Section 409A, such payment or a portion of such payment (to the minimum extent possible) shall be delayed and shall be paid on the first day of the seventh month following Executive’s Separation from Service.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVE's the Executive’s term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "“Event of Termination" ” shall mean and include any one or more of the following: (i) the termination of Executive’s full-time employment hereunder due to expiration of this Agreement pursuant to Paragraph 2(a); (ii) the termination by the BANK Bank of EXECUTIVE's Executive’s full-time employment hereunder for any reason other than a Change in Control, Control as defined in Section Paragraph 5(a) hereof or for Cause as defined in Paragraph 8 hereof; disability, as defined in Section Paragraph 6(a) hereof; death; retirement, as defined in Section Paragraph 7 hereof; or Termination for Cause, as defined in Section 8 hereof; (iiiii) EXECUTIVE's Executive’s resignation from the BANK's employBank’s employment, upon (A) ), unless consented to by EXECUTIVEthe Executive, a material change in EXECUTIVE's Executive’s function, duties, or responsibilities, which change would cause EXECUTIVE's Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections Paragraphs 1 and 2, above above, (any such material change shall be deemed a continuing breach of this Agreement), ; (B) a relocation of EXECUTIVE's Executive’s principal place of employment by more than 35 fifty(50) miles from its location at the effective date of this Agreement, or a material reduction in the benefits and perquisites to EXECUTIVE Executive from those being provided as of the effective date of this Agreement, ; (C) the liquidation or dissolution of the BANK, Bank; or (D) any material breach of this Agreement by the BANKBank. Upon the occurrence of any event described in clauses (A), (B), (C) ), or (D), above, EXECUTIVE Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice to the Bank given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4) calendar 4)calendar months after the event giving rise to said right to elect. (b) Upon the occurrence of an Event of Termination, the Bank shall pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a lump sum payment equal to twelve (12) months’ Base Salary. (c) Upon the occurrence of an Event of Termination, the Bank will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the Bank for Executive prior to his termination for a period of twelve (12) months at the Bank’s expense. A COBRA notice will issue upon the date of termination. Any COBRA-mandated coverage extensions beyond the first twelve (12) months will be at the option of the Executive and paid for by him as provided by law unless he has secured other coverage from another source extinguishing his coverage rights.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVEthe Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the BANK Bank or the Holding Company of EXECUTIVEExecutive's full-time employment hereunder for any reason other than a Change in Control, as defined in termination governed by Section 5(a) hereof; disability, as defined in Section 6(a) hereof; death; retirement, as defined in Section 7 hereof; or Termination for Cause, as defined in Section 8 7 hereof; (ii) EXECUTIVEExecutive's resignation from the BANKBank's employ, employ upon any (A) failure to elect or reelect or to appoint or reappoint Executive as President and Chief Executive Officer, unless consented to by EXECUTIVEthe Executive, (B) a material change in EXECUTIVEExecutive's function, duties, or responsibilities, which change would cause EXECUTIVEExecutive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2Section 1, above (any such material change shall be deemed a continuing breach of this Agreement)above, unless consented to by Executive, (BC) a relocation of EXECUTIVEExecutive's principal place of employment by more than 35 25 miles from its location at the effective date of this Agreement, or unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to EXECUTIVE the Executive from those being provided as of the effective date of this Agreement, unless consented to by the Executive, (CE) the a liquidation or dissolution of the BANKBank or Holding Company, or (DF) any material breach of this Agreement by the BANKBank. Upon the occurrence of any event described in clauses (A), (B), (C) or ), (D), (E) or (F), above, EXECUTIVE Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4) calendar six full months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVEthe Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the BANK Bank of EXECUTIVEExecutive's full-time employment hereunder for any reason other than a Change in Control, as defined in Section 5(a) hereof; disability, as defined in Section 6(a) hereof; death; retirement, as defined in Section 7 hereof; or Termination for Cause, as defined in Section 8 hereof; (ii) EXECUTIVEExecutive's resignation from the BANKBank's employ, upon (A) unless consented to by EXECUTIVEthe Executive, a material change in EXECUTIVEExecutive's function, duties, or responsibilities, which change would cause EXECUTIVEExecutive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2, above above, (any such material change shall be deemed a continuing breach of this Agreement), (B) a relocation of EXECUTIVEExecutive's principal place of employment by more than 35 miles from its location at the effective date of this Agreement, or a material reduction in the benefits and perquisites to EXECUTIVE Executive from those being provided as of the effective date of this Agreement, (C) the liquidation or dissolution of the BANKBank, or (D) any material breach of this Agreement by the BANKBank. Upon the occurrence of any event described in clauses (A), (B), (C) ), or (D), above, EXECUTIVE Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4) calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVEthe Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the BANK Association of EXECUTIVEExecutive's full-time employment hereunder for any reason other than a Change in Control, as defined in Section 5(a) hereof; disability, as defined in Section 6(a) hereof; death; retirement, as defined in Section 7 hereof; or Termination for Cause, as defined in Section 8 hereof; (ii) EXECUTIVEExecutive's resignation from the BANKAssociation's employ, upon (A) unless consented to by EXECUTIVEthe Executive, a material change in EXECUTIVEExecutive's function, duties, or responsibilities, which change would cause EXECUTIVEExecutive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2, above above, (any such material change shall be deemed a continuing breach of this Agreement), (B) a relocation of EXECUTIVEExecutive's principal place of employment by more than 35 miles from its location at the effective date of this Agreement, or a material reduction in the benefits and perquisites to EXECUTIVE Executive from those being provided as of the effective date of this Agreement, (C) the liquidation or dissolution of the BANKAssociation, or (D) any material breach of this Agreement by the BANKAssociation. Upon the occurrence of any event described in clauses (A), (B), (C) ), or (D), above, EXECUTIVE Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4) calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVE's Executive’s term of employment under this Agreement, the provisions of this Section 5 shall apply. As used in this Agreement, an "“Event of Termination" ” shall mean and include any one or more of the following: : (i) the termination by the BANK Bank of EXECUTIVE's Executive’s full-time employment hereunder for any reason other than a Change in Control, as defined in termination governed by Section 5(a6 (Termination for Just Cause) hereof; disability, as defined in Section 6(a) hereof; death; retirement, as defined in or termination governed by Section 7 hereof; or (Termination for Cause, as defined in Section 8 hereofDisability or Death); or (ii) EXECUTIVE's Executive’s resignation from the BANK's employ, upon Bank’s employ for any of the following reasons (each of which shall be deemed a “Good Reason”): (A) unless consented the failure to by EXECUTIVE, elect or reelect or to appoint or reappoint Executive to the positions set forth under Section 1 (without Executive’s consent); (B) a material change in EXECUTIVE's functionExecutive’s functions, duties, or responsibilitiesresponsibilities with the Bank, which change would cause EXECUTIVE's Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2Section 1, above above; (any such material change shall be deemed a continuing breach of this Agreement), (BC) a relocation of EXECUTIVE's Executive’s principal place of employment by more than 35 30 miles from its location the corporate office located at the effective date of this Agreement000 Xxxx Xxxxxx, or Xxxxxxxxxx, Xxx Xxxxxx; (D) a material reduction in the benefits and perquisites to EXECUTIVE Executive from those being provided as of the effective date Effective Date of this Agreement, other than a reduction that is part of a Bank-wide reduction in pay or benefits; (CE) the a liquidation or dissolution of the BANKCompany or the Bank, other than a liquidation or dissolution that is caused by a reorganization that does not affect the status of the Executive; or (DF) any a material breach of this Agreement by the BANKBank. Upon the occurrence of any event described in clauses (A), (B), (C) or ), (D), (E) or (F), above, EXECUTIVE Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice Notice of Termination, as defined in Section 9(a), given within a reasonable period of time not to exceed, except in case of a continuing breach, four ninety (490) calendar months days after the event giving rise to said right to elect. Thereafter, the Bank shall have thirty (30) days to cure the Good Reason, which period may be waived by the Bank. If the Bank cures, the Executive’s right to resign and receive a payment shall be eliminated. Notwithstanding the preceding in the event of a continuing breach of this Agreement by the Bank, Executive, after giving due notice within the prescribed time frame of an initial event specified above, shall not waive any of his rights under this Agreement and this Section solely by virtue of the fact that Executive has submitted his resignation, provided Executive has remained in the employment of the Bank and is engaged in good faith discussions to resolve any occurrence of an event described in clauses (A), (B), (C), (D) or (F) above. (iii) Executive’s resignation for Good Reason or Executive’s involuntary termination of employment by the Bank on the effective date of, or at any time following, a Change in Control of the Bank or the Company during the term of this Agreement, provided that in the case of Executive’s resignation for Good Reason, the Executive provides a Notice of Termination and follows the procedures set forth in Section 5(a)(ii) above. For these purposes, a Change in Control of the Bank or the Company shall mean a change in control of a nature that: (i) would be required to be reported in response to Item 5.01 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”); or (ii) without limitation such a Change in Control shall be deemed to have occurred at such time as (a) any “person” (as the term is used in Sections 13(d) and 14(d) of the Exchange Act), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of Company’s outstanding securities except for any securities purchased by the Bank’s employee stock ownership plan or trust; or (b) individuals who constitute the Board of Directors of the Company on the date hereof (the “Incumbent Board”) cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least a majority of the directors shall be, for purposes of this clause (b), considered as though he were a member of the Incumbent Board; or (c) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Bank or the Company or similar transaction in which the Bank or Company is not the surviving institution occurs; or (d) a proxy statement is distributed soliciting proxies from stockholders of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or similar transaction with one or more corporations or financial institutions, and as a result of such proxy solicitation, a plan of reorganization, merger, consolidation or similar transaction involving the Company is approved by the requisite vote of the Company’s stockholders; or (e) a tender offer is made for 25% or more of the voting securities of the Company and the shareholders owning beneficially or of record 25% or more of the outstanding securities of the Company have tendered or offered to sell their shares pursuant to such tender offer and such tendered shares have been accepted by the tender offeror. (b) Upon the occurrence of an Event of Termination, on the Date of Termination, as defined in Section 9(b), the Bank shall be obligated to pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, an amount equal to the sum of: (i) his earned but unpaid salary as of the date of his termination of employment with the Bank; (ii) the benefits, if any, to which he is entitled as a former employee under the employee benefit plans and programs and compensation plans and programs maintained for the benefit of the Bank’s or Company’s officers and employees; (iii) the remaining payments that Executive would have earned, in accordance with Sections 3(a) and 3(b), if he had continued his employment with the Bank for a twenty-four (24) month period following his termination of employment, and had earned a bonus and/or incentive award in each year equal in amount to the average bonus and/or incentive award earned by him over the two calendar years preceding the year in which the termination occurs in the case of a termination pursuant to Section 5(a)(i) or 5(a)(ii), or the highest annual bonus and/or incentive award earned by him in any of the two calendar years preceding the year in which the termination occurs in the case of a termination pursuant to Section 5(a)(iii); and the annual contributions or payments that would have been made on Executive’s behalf to any employee benefit plans of the Bank or the Company as if Executive had continued his employment with the Bank for a twenty-four (24) month period following his termination of employment, based on contributions or payments made (on an annualized basis) at the Date of Termination. Any payments hereunder shall be made in a lump sum within thirty (30) days after the Date of Termination, or in the event Executive is a Specified Employee (within the meaning of Treasury Regulations §1.409A-1(i)), and to the extent necessary to avoid penalties under Code Section 409A, no payment shall be made to Executive prior to the first day of the seventh month following Executive’s Date of Termination. Such payments shall not be reduced in the event Executive obtains other employment following termination of employment. (c) Upon the occurrence of an Event of Termination, the Bank will cause to be continued life insurance and non-taxable, medical and dental and disability coverage substantially identical to the coverage maintained by the Bank for Executive and his family prior to Executive’s termination. Such coverage shall continue at the Bank’s expense for a period of twenty-four (24) months from the Date of Termination. If the Bank cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, would subject the Bank or Executive to penalties, then the Bank shall pay the Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits. Such cash lump sum payment shall be made within thirty (30) days after the Date of Termination (or if later, the date on which it is determined that providing such benefits would subject the Bank or Executive to penalties), or in the event Executive is a Specified Employee (with the meaning of Treasury Regulation Section 1.409A-1(i)), and to the extent necessary to avoid penalties under Code Section 409A, no payment shall be made to Executive prior to the first day of the seventh month following Executive's Date of Termination. (d) Notwithstanding anything herein to the contrary, in no event shall the aggregate payments or benefits to be made or afforded to Executive under this Agreement, either as a stand-alone benefit or when aggregated with other payments to, or for the benefit of Executive, constitute an “excess parachute payment” under Code Section 280G, or any successor thereto, and in order to avoid such a result, Executive’s benefits hereunder shall be reduced, if necessary, to an amount, the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive’s “base amount,” as determined in accordance with Code Section 280G. The allocation of the reduction required hereby shall be determined by Executive, provided, however, that if it is determined that such election by Executive shall be in violation of Code Section 409A, the allocation of the required reduction shall be pro-rata. (e) For purposes of Section 5, an “Event of Termination” as used herein shall mean “Separation from Service” as defined in Code Section 409A and the Treasury Regulations promulgated thereunder, provided, however, that the Bank and Executive reasonably anticipate that the level of bona fide services Executive would perform after termination would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding 36-month period. (f) Any payments or benefits payable as a result of an Event of Termination under Sections 5(a)(i) or 5(a)(ii) shall be contingent on Executive’s execution and non-revocation of a release (the “Release”), satisfactory to the Bank and the Company, of all claims that Executive or any of Executive’s affiliates or beneficiaries may have against the Bank, the Company or any affiliate, and their officers, directors, successors and assigns, releasing said persons from any and all claims, rights, demands, causes of action, suits, arbitrations or grievances relating to Executive’s employment relationship, including claims under the Age Discrimination in Employment Act (“ADEA”), but not including claims for benefits under tax-qualified plans or other benefit plans in which Executive is vested, claims for benefits required by applicable law or claims with respect to obligations set forth in this Agreement that survive the termination of this Agreement. In order to comply with the requirements of Section 409A of the Code and the ADEA, the Release must be provided to Executive no later than the date of his Separation from Service, and Executive, the Company and the Bank must execute the Release within twenty-one (21) days after the date of termination without subsequent revocation by Executive within seven (7) days after execution of the Release. (g) Executive may voluntarily terminate his employment during the term of this Agreement (other than for Good Reason) upon at least ninety (90) days prior written notice to the Board of Directors of the Bank. In its discretion, the Board of Directors may accelerate Executive’s termination date. Upon Executive’s voluntary termination, he will receive only his compensation and vested rights and benefits to the date of his termination. Following his voluntary termination of employment under this Section 5(f), Executive will be subject to the requirements and restrictions set forth in Sections 11(a) and 11(c) of this Agreement.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as defined herein definedbelow) during EXECUTIVEExecutive's term of employment under this Agreement, the provisions of this Section 4 shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the BANK of EXECUTIVEExecutive's full-time employment hereunder under this Agreement by the Holding Company for any reason other than a Change in Control, as defined in Section 5(a) hereof; disability, as defined in Section 6(a) hereof; death; retirement, as defined in termination governed by Section 7 hereofof this Agreement; or Termination for Cause, as defined in Section 8 hereof; (ii) EXECUTIVEExecutive's resignation from his employment with the BANK's employHolding Company upon, upon any (A) failure to elect or re-elect or to appoint or re-appoint Executive to his positions set forth in Section 1 of this Agreement, unless consented Executive consents to by EXECUTIVEsuch event, a (B) material change in EXECUTIVEExecutive's functionfunctions, duties, or responsibilitiesresponsibilities with the Holding Company or its subsidiaries, which change would cause EXECUTIVEExecutive's position position(s) to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2scope, above (any unless Executive consents to such material change shall be deemed a continuing breach of this Agreement)event, (BC) a relocation of EXECUTIVEExecutive's principal place of employment by more than 35 twenty-five (25) miles from its location at the effective date of this AgreementEffective Time, or a unless Executive consents to such event, (D) material reduction in the benefits and perquisites provided to EXECUTIVE Executive from those being provided as of the effective date Effective Time of this Agreement, unless Executive consents to such event, (CE) the liquidation or dissolution of the BANKHolding Company or the Bank, or (DF) any material breach of this Agreement by the BANKHolding Company. Upon the occurrence of any event described in clauses (A), (B), (C) or ), (D), (E) or (F), above, EXECUTIVE Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within a reasonable period of time not to exceed, except in case of a continuing breach, four six (46) full calendar months after the applicable event giving rise to said Executive's right to electelect to terminate his employment.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVEExecutive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the BANK Bank of EXECUTIVEExecutive's full-time employment hereunder for any reason other than a Change in Control, as defined in termination governed by Section 5(a) hereof; disability, as defined in Section 6(a) hereof; death; retirement, as defined in Section 7 hereof; or Termination for Cause, as defined in Section 8 7 hereof; (ii) EXECUTIVEExecutive's resignation from the BANKBank's employ, employ upon any (A) failure to elect or reelect or to appoint or to reappoint Executive as President and Chief Operating Officer and Chief Lending Officer, unless consented to by EXECUTIVEExecutive, (B) a material change in EXECUTIVEExecutive's function, duties, duties or responsibilities, which change would cause EXECUTIVEExecutive's position to become one of lesser responsibility, importance, importance or scope from the position and attributes thereof described in Sections Section 1 and 2above, above (any such material change shall be deemed a continuing breach of this Agreement)unless consented to by Executive, (BC) a relocation of EXECUTIVEExecutive's principal place of employment by more than 35 30 miles from its location at the effective date of this Agreement, or unless consented to by Executive, (D) a material reduction in the benefits and perquisites to EXECUTIVE Executive from those being provided as of the effective date of this Agreement, unless consented to by Executive, (CE) the a liquidation or dissolution of the BANKBank or Holding Company, or (DF) any material breach of this Agreement by the BANKBank. Upon the occurrence of any event described in clauses (A), (B), (C) or ), (D), or (E) above, EXECUTIVE Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4) calendar six full months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVE's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the BANK of EXECUTIVE's full-time employment hereunder for any reason other than a Change in Control, as defined in Section 5(a) hereof; disability, as defined in Section 6(a) hereof; death; retirement, as defined in Section 7 hereof; or Termination for Cause, as defined in Section 8 hereof; (ii) EXECUTIVE's resignation from the BANK's employ, upon (A) unless consented to by EXECUTIVE, a material change in EXECUTIVE's function, duties, or responsibilities, which change would cause EXECUTIVE's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2, above (above, any such material change shall be deemed a continuing breach of this Agreement), (B) a relocation of EXECUTIVE's principal place of employment by more than 35 5 miles from its location at the effective date of this Agreement, or a material reduction in the benefits and perquisites to EXECUTIVE from those being provided as of the effective date of this Agreement, (C) the liquidation or dissolution of the BANK, or (D) any material breach of this Agreement by the BANK. Upon the occurrence of any event described in clauses (A), (B), (C) or (D), above, EXECUTIVE shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4) calendar months after the event giving rise to said right to elect. (b) Upon the occurrence of an Event of Termination, the BANK shall pay EXECUTIVE, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to the twelve months of compensation, including Base Salary, bonuses, and any other cash or deferred compensation paid or to be paid (including the value of employer contributions that would have been made on EXECUTIVE's behalf over the remaining term of the agreement to any tax-qualified retirement plan sponsored by the BANK as of the Date of Termination), to EXECUTIVE hereunder provided, however, that if the BANK is not in compliance with its minimum capital requirements or if such payments would cause the BANK's capital to be reduced below its minimum capital requirements, such payments shall be deferred until such time as the BANK is in capital compliance. All payments made pursuant to this Section 4(b) shall be paid in a lump sum within thirty (30) days of the Date of Termination. (c) Upon the occurrence of an Event of Termination, the BANK will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the BANK for EXECUTIVE prior to his termination. Such coverage shall cease upon the expiration of the remaining term of this Agreement.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVEExecutive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the BANK Holding Company of EXECUTIVEExecutive's full-time employment hereunder for any reason other than a Change in Control, as defined in termination governed by Section 5(a) hereof; disability, as defined in Section 6(a) hereof; death; retirementor for Cause, as defined in Section 7 hereof; or Termination for Cause, as defined in Section 8 hereof; (ii) EXECUTIVEExecutive's resignation from the BANKHolding Company's employ, upon upon, any (A) failure to elect or reelect or to appoint or reappoint Executive as President and Chief Operating Officer, unless consented to by EXECUTIVEExecutive, (B) a material change in EXECUTIVEExecutive's function, duties, or responsibilitiesresponsibilities with the Holding Company or its Subsidiaries, which change would cause EXECUTIVEExecutive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2Section 1, above (any such material change shall be deemed a continuing breach of this Agreement)above, unless consented to by Executive, (BC) a relocation of EXECUTIVEExecutive's principal place of employment by more than 35 30 miles from its location at the effective date of this Agreement, or unless consented to by Executive, (D) a material reduction in the benefits and perquisites to EXECUTIVE Executive from those being provided as of the effective date of this Agreement, unless consented to by Executive, (CE) the a liquidation or dissolution of the BANKHolding Company or the Institution, or (DF) any material breach of this Agreement by the BANKHolding Company. Upon the occurrence of any event described in clauses (A), (B), (C) or ), (D), (E) or (F), above, EXECUTIVE Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4) six full calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as defined herein definedbelow) during EXECUTIVEExecutive's term of employment under this Agreement, the provisions of this Section 4 shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the BANK of EXECUTIVEExecutive's full-time employment hereunder under this Agreement by the Bank for any reason other than a Change in Control, as defined in Section 5(a) hereof; disability, as defined in Section 6(a) hereof; death; retirement, as defined in termination governed by Section 7 hereofof this Agreement; or Termination for Cause, as defined in Section 8 hereof; (ii) EXECUTIVEExecutive's resignation from his employment with the BANK's employBank upon, upon any (A) failure to elect or re-elect or to appoint or re-appoint Executive to his positions set forth in Section 1 of this Agreement, unless consented Executive consents to by EXECUTIVEsuch event, a (B) material change in EXECUTIVEExecutive's functionfunctions, duties, or responsibilitiesresponsibilities with the Bank or its subsidiaries, which change would cause EXECUTIVEExecutive's position position(s) to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2scope, above (any unless Executive consents to such material change shall be deemed a continuing breach of this Agreement)event, (BC) a relocation of EXECUTIVEExecutive's principal place of employment by more than 35 twenty-five (25) miles from its location at the effective date of this AgreementEffective Time, or a unless Executive consents to such event, (D) material reduction in the benefits and perquisites provided to EXECUTIVE Executive from those being provided as of the effective date Effective Time of this Agreement, unless Executive consents to such event, (CE) the liquidation or dissolution of the BANKHolding Company or the Bank, or (DF) any material breach of this Agreement by the BANKBank or the Holding Company. Upon the occurrence of any event described in clauses (A), (B), (C) or ), (D), (E) or (F), above, EXECUTIVE Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within a reasonable period of time not to exceed, except in case of a continuing breach, four six (46) full calendar months after the applicable event giving rise to said Executive's right to electelect to terminate his employment.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVE's the term of employment under this Agreement, the provisions of this Section 4 shall apply; provided, however, that in the event such Event of Termination occurs within eighteen (18) months following a Change in Control (as defined in Section 5 hereof), Section 5 shall apply instead. As used in this Agreement, an "“Event of Termination" ” shall mean and include any one or more of the following: : (i) the involuntary termination of Executive’s employment hereunder by the BANK of EXECUTIVE's full-time employment hereunder Bank for any reason other than termination governed by Section 5 (in connection with or following a Change in Control), as defined in Section 5(a) hereof; disability6 (due to Disability or death), as defined in Section 6(a) hereof; death; retirement, as defined in Section 7 hereof; (due to Retirement), or Termination Section 8 (for Cause), as defined in provided that such termination constitutes a “Separation from Service” within the meaning of Section 8 hereof409A of the Internal Revenue Code (“Code”); or (ii) EXECUTIVE's Executive’s resignation from the BANK's employBank’s employ upon any of the following, upon (A) unless consented to by EXECUTIVEExecutive: (A) failure to appoint Executive to the position set forth in Section 1, or a material change in EXECUTIVE's Executive’s function, duties, or responsibilities, which change would cause EXECUTIVE's Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof responsibilities described in Sections 1 Section 1, to which Executive has not agreed in writing (and 2, above (any such material change shall be deemed a continuing breach of this AgreementAgreement by the Bank), ; (B) a relocation of EXECUTIVE's Executive’s principal place of employment by to a location that is more than 35 20 miles from its the location at of the effective Bank’s principal executive offices as of the date of this Agreement, or ; (C) a material reduction in the benefits and perquisites perquisites, including Base Salary, to EXECUTIVE Executive from those being provided as of the effective date Effective Date (except for any reduction that is part of this Agreement, a reduction in pay or benefits that is generally applicable to officers or employees of the Bank); (CD) the a liquidation or dissolution of the BANK, or Bank; or (DE) any a material breach of this Agreement by the BANKBank. Upon the occurrence of any event described in clauses clause (A), (B), (Cii) or (D), above, EXECUTIVE Executive shall have the right to elect to terminate his employment under this Agreement by resignation for “Good Reason” upon not less than sixty thirty (6030) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four exceed ninety (490) calendar months days) after the event giving rise to said the right to elect, which termination by Executive shall be an Event of Termination. The Bank shall have thirty (30) days to cure the condition giving rise to the Event of Termination, provided that the Bank may elect to waive said thirty (30) day period. (b) Upon the occurrence of an Event of Termination, the Bank shall pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, the Base Salary and bonuses that Executive would be entitled to for the remaining unexpired term of the Agreement. For purposes of determining the bonus(es) payable hereunder, the bonus(es) will be deemed to be (i) equal to the highest bonus paid at any time during the prior three years, and (ii) otherwise paid at such time as such bonus would have been paid absent an Event of Termination. Such payments shall be paid in a lump sum within ten (10) days of the Executive’s Separation from Service (within the meaning of Section 409A of the Code) and shall not be reduced in the event Executive obtains other employment following the Event of Termination. Notwithstanding the foregoing, Executive shall not be entitled to any payments or benefits under this Section 4 unless and until Executive executes a release of his claims against the Bank, the Company and any affiliate, and their officers, directors, successors and assigns, releasing said persons from any and all claims, rights, demands, causes of action, suits, arbitrations or grievances relating to the employment relationship, including claims under the Age Discrimination in Employment Act, but not including claims for benefits under tax-qualified plans or other benefit plans in which Executive is vested, claims for benefits required by applicable law or claims with respect to obligations set forth in this Agreement that survive the termination of this Agreement. (c) Upon the occurrence of an Event of Termination, the Bank shall pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a lump sum cash payment reasonably estimated to be equal to the present value of the contributions that would have been made on the Executive’s behalf under the Bank’s defined contribution plans (e.g., 401(k) Plan, ESOP, and any other defined contribution plan maintained by the Bank), as if Executive had continued working for the Bank for the remaining unexpired term of the Agreement following such Event of Termination, earning the salary that would have been achieved during such period. Such payments shall be paid in a lump sum within ten (10) days of the Executive’s Separation from Service and shall not be reduced in the event Executive obtains other employment following the Event of Termination. (d) Upon the occurrence of an Event of Termination, the Bank shall provide, at the Bank’s expense, for the remaining unexpired term of the Agreement, nontaxable medical and dental coverage and life insurance coverage substantially comparable, as reasonably available, to the coverage maintained by the Bank for Executive prior to the Event of Termination, except to the extent such coverage may be changed in its application to all Bank employees. (e) For purposes of this Agreement, a “Separation from Service” shall have occurred if the Bank and Executive reasonably anticipate that either no further services will be performed by the Executive after the date of the Event of Termination (whether as an employee or as an independent contractor) or the level of further services performed will not exceed 49% of the average level of bona fide services in the 12 months immediately preceding the Event of Termination. For all purposes hereunder, the definition of Separation from Service shall be interpreted consistent with Treasury Regulation Section 1.409A-1(h)(ii). If Executive is a Specified Employee, as defined in Code Section 409A and any payment to be made under sub-paragraph (b) or (c) of this Section 4 shall be determined to be subject to Code Section 409A, then if required by Code Section 409A, such payment or a portion of such payment (to the minimum extent possible) shall be delayed and shall be paid on the first day of the seventh month following Executive’s Separation from Service.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVE's the term of employment under this Agreement, the provisions of this Section 4 shall apply; provided, however, that in the event such Event of Termination occurs within twenty-four (24) months following a Change in Control (as defined in Section 5 hereof), Section 5 shall apply instead. As used in this Agreement, an "“Event of Termination" ’’ shall mean and include any one or more of the following: : (i) the involuntary termination of Executive’s employment hereunder by the BANK of EXECUTIVE's full-time employment hereunder Bank for any reason other than termination governed by Section 5 (in connection with or following a Change in Control), as defined in Section 5(a) hereof; disability6 (due to Disability or death), as defined in Section 6(a) hereof; death; retirement, as defined in Section 7 hereof; (due to Retirement), or Termination Section 8 (for Cause), as defined in provided that such termination constitutes a “Separation from Service” within the meaning of Section 8 hereof409A of the Internal Revenue Code (“Code”); or (ii) EXECUTIVE's Executive’s resignation from the BANK's employBank’s employ upon any of the following, upon (A) unless consented to by EXECUTIVEExecutive: (A) failure to appoint Executive to the position set forth in Section 1, or a material change in EXECUTIVE's Executive’s function, duties, or responsibilities, which change would cause EXECUTIVE's Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof responsibilities described in Sections 1 Section 1, to which Executive has not agreed in writing (and 2, above (any such material change shall be deemed a continuing breach of this AgreementAgreement by the Bank), ; (B) a relocation of EXECUTIVE's Executive’s principal place of employment by to a location that is more than 35 miles from its the location at of the effective Bank’s principal executive offices as of the date of this Agreement, or ; (C) a material reduction in the benefits and perquisites perquisites, including Base Salary, to EXECUTIVE Executive from those being provided as of the effective date Effective Date (except for any reduction that is part of this Agreement, a reduction in pay or benefits that is generally applicable to officers or employees of the Bank); (CD) the a liquidation or dissolution of the BANK, or Bank; or (DE) any a material breach of this Agreement by the BANKBank. Upon the occurrence of any event described in clauses clause (A), (B), (Cii) or (D), above, EXECUTIVE Executive shall have the right to elect to terminate his employment under this Agreement by resignation for “Good Reason” upon not less than sixty thirty (6030) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four exceed ninety (490) calendar months days) after the event giving rise to said the right to elect., which termination by Executive shall be an Event of Termination. The Bank shall have thirty (30) days to cure the condition giving rise to the Event of Termination, provided that the Bank may elect to waive said thirty (30) day period. For the avoidance of doubt, the non-renewal of this Agreement under

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVEExecutive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the BANK Bank of EXECUTIVEExecutive's full-time employment hereunder for any reason other than a Change in Control, as defined in Section 5(a) hereof; disability, as defined in Section 6(a) hereof; death; or retirement, as defined in Section 7 hereof; or Termination for Cause, as defined in Section 8 hereof; (ii) EXECUTIVEExecutive's resignation from the BANKBank's employ, upon (A) unless consented to by EXECUTIVEExecutive, a material change in EXECUTIVEExecutive's function, duties, or responsibilities, which change would cause EXECUTIVEExecutive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2, above (any such material change shall be deemed a continuing breach of this Agreement), (B) a relocation of EXECUTIVEExecutive's principal place of employment by more than 35 miles from its location at the effective date of this Agreement, or a material reduction in the benefits and perquisites to EXECUTIVE Executive from those being provided as of the effective date of this Agreement, (C) the liquidation or dissolution of the BANKBank, or (D) any material breach of this Agreement by the BANKBank. Upon the occurrence of any event described in clauses (A), (B), (C) or (D), above, EXECUTIVE Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4) calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. The provisions of this Section shall in all respects be subject to the terms and conditions stated in Sections 8 and 16. (a) Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVEthe Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the BANK Bank or the Holding Company of EXECUTIVEExecutive's full-time employment hereunder for any reason other than a Change in Control, as defined in Section 5(a) hereof; disability, as defined in Section 6(a) hereof; death; retirement, as defined in Section 7 hereof; hereof or Termination for Cause, as defined in Section 8 hereof; (ii) EXECUTIVEExecutive's resignation from the BANKBank's employ, upon any (A) unless consented failure to by EXECUTIVEelect or reelect or to appoint or reappoint Executive as Senior Vice President, a (B) material change in EXECUTIVEExecutive's function, duties, or responsibilities, which change would cause EXECUTIVEExecutive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 Section 1, above, (and 2, above (any such material change shall be deemed a continuing breach of this Agreement), (BC) a relocation of EXECUTIVEExecutive's principal place of employment by more than 35 30 miles from its location at the effective date of this Agreement, or a material reduction in the benefits and perquisites to EXECUTIVE the Executive from those being provided as of the effective date of this Agreement, (CD) the liquidation or dissolution of the BANKBank or Holding Company, or (DE) any material breach of this Agreement by the BANKBank. Upon the occurrence of any event described in clauses (A), (B), (C), (D) or (DE), above, EXECUTIVE Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4) calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVE's the term of employment under this Agreement, the provisions of this Section 4 shall apply; provided, however, that in the event such Event of Termination occurs within eighteen (18) months following a Change in Control (as defined in Section 5 hereof), Section 5 shall apply instead. As used in this Agreement, an "“Event of Termination" ” shall mean and include any one or more of the following: : (i) the involuntary termination of Executive’s employment hereunder by the BANK of EXECUTIVE's full-time employment hereunder Bank for any reason other than termination governed by Section 5 (in connection with or following a Change in Control), as defined in Section 5(a) hereof; disability6 (due to Disability or death), as defined in Section 6(a) hereof; death; retirement, as defined in Section 7 hereof; (due to Retirement), or Termination Section 8 (for Cause), as defined in provided that such termination constitutes a “Separation from Service” within the meaning of Section 8 hereof409A of the Internal Revenue Code (“Code”); or (ii) EXECUTIVE's Executive’s resignation from the BANK's employBank’s employ upon any of the following, upon (A) unless consented to by EXECUTIVEExecutive: (A) failure to appoint Executive to the position set forth in Section 1, or a material change in EXECUTIVE's Executive’s function, duties, or responsibilities, which change would cause EXECUTIVE's Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof responsibilities described in Sections 1 Section 1, to which Executive has not agreed in writing (and 2, above (any such material change shall be deemed a continuing breach of this AgreementAgreement by the Bank), ; (B) a relocation of EXECUTIVE's Executive’s principal place of employment by to a location that is more than 35 20 miles from its the location at of the effective Bank’s principal executive offices as of the date of this Agreement, or ; (C) a material reduction in the benefits and perquisites perquisites, including Base Salary, to EXECUTIVE Executive from those being provided as of the effective date Effective Date (except for any reduction that is part of this Agreement, a reduction in pay or benefits that is generally applicable to officers or employees of the Bank); (CD) the a liquidation or dissolution of the BANK, or Bank; or (DE) any a material breach of this Agreement by the BANKBank. Upon the occurrence of any event described in clauses clause (A), (B), (Cii) or (D), above, EXECUTIVE Executive shall have the right to elect to terminate his employment under this Agreement by resignation for “Good Reason” upon not less than sixty thirty (6030) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four exceed ninety (490) calendar months days) after the event giving rise to said the right to elect, which termination by Executive shall be an Event of Termination. The Bank shall have thirty (30) days to cure the condition giving rise to the Event of Termination, provided that the Bank may elect to waive said thirty (30) day period. (b) Upon the occurrence of an Event of Termination, the Bank shall pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay, the Base Salary and bonuses that Executive would be entitled to for the remaining unexpired term of the Agreement. For purposes of determining the bonus(es) payable hereunder, the bonus(es) will be deemed to be (i) equal to the highest bonus paid at any time during the prior three years, and (ii) otherwise paid at such time as such bonus would have been paid absent an Event of Termination. Such payments shall be paid in a lump sum within ten (10) days of the Executive’s Separation from Service (within the meaning of Section 409A of the Code) and shall not be reduced in the event Executive obtains other employment following the Event of Termination. Notwithstanding the foregoing, Executive shall not be entitled to any payments or benefits under this Section 4 unless and until Executive executes a release of his claims against the Bank, the Company and any affiliate, and their officers, directors, successors and assigns, releasing said persons from any and all claims, rights, demands, causes of action, suits, arbitrations or grievances relating to the employment relationship, including claims under the Age Discrimination in Employment Act, but not including claims for benefits under tax-qualified plans or other benefit plans in which Executive is vested, claims for benefits required by applicable law or claims with respect to obligations set forth in this Agreement that survive the termination of this Agreement. (c) Upon the occurrence of an Event of Termination, the Bank shall pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a lump sum cash payment reasonably estimated to be equal to the present value of the contributions that would have been made on the Executive’s behalf under the Bank’s defined contribution plans (e.g., 401(k) Plan, ESOP, and any other defined contribution plan maintained by the Bank), as if Executive had continued working for the Bank for the remaining unexpired term of the Agreement following such Event of Termination, earning the salary that would have been achieved during such period. Such payments shall be paid in a lump sum within ten (10) days of the Executive’s Separation from Service and shall not be reduced in the event Executive obtains other employment following the Event of Termination. (d) Upon the occurrence of an Event of Termination, the Bank shall provide, at the Bank’s expense, for the remaining unexpired term of the Agreement, nontaxable medical and dental coverage and life insurance coverage substantially comparable, as reasonably available, to the coverage maintained by the Bank for Executive prior to the Event of Termination, except to the extent such coverage may be changed in its application to all Bank employees. (e) For purposes of this Agreement, a “Separation from Service” shall have occurred if the Bank and Executive reasonably anticipate that either no further services will be performed by the Executive after the date of the Event of Termination (whether as an employee or as an independent contractor) or the level of further services performed will not exceed 49% of the average level of bona fide services in the 12 months immediately preceding the Event of Termination. For all purposes hereunder, the definition of Separation from Service shall be interpreted consistent with Treasury Regulation Section 1.409A-1(h)(ii). If Executive is a Specified Employee, as defined in Code Section 409A and any payment to be made under sub-paragraph (b) or (c) of this Section 4 shall be determined to be subject to Code Section 409A, then if required by Code Section 409A, such payment or a portion of such payment (to the minimum extent possible) shall be delayed and shall be paid on the first day of the seventh month following Executive’s Separation from Service.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVEthe Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the BANK Holding Company of EXECUTIVEExecutive's full-time employment hereunder for any reason other than a Change in Control, as defined in termination governed by Section 5(a) hereof; disability, as defined in Section 6(a) hereof; death; retirementor for Cause, as defined in Section 7 hereof; or Termination for Cause, as defined in Section 8 hereof; (ii) EXECUTIVEExecutive's resignation from the BANKHolding Company's employ, upon (A) any failure to elect or reelect or to appoint or reappoint Executive as President and Chief Executive Officer unless consented to by EXECUTIVEthe Executive, (B) a material change in EXECUTIVEExecutive's function, duties, or responsibilitiesresponsibilities with the Holding Company or its Subsidiaries, which change would cause EXECUTIVEExecutive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2Section 1, above (any such material change shall be deemed a continuing breach of this Agreement)above, unless consented to by the Executive, (BC) a relocation of EXECUTIVEExecutive's principal place of employment by more than 35 25 miles from its location at the effective date of this Agreement, or unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to EXECUTIVE the Executive from those being provided as of the effective date of this Agreement, unless consented to by the Executive, (CE) the a liquidation or dissolution of the BANKHolding Company or the Institution, or (DF) any material breach of this Agreement by the BANKHolding Company. Upon the occurrence of any event described in clauses (A), (B), (C) or ), (D), (E) or (F), above, EXECUTIVE Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4) six full calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVE's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the BANK of EXECUTIVE's full-time employment hereunder for any reason other than a Change in Control, as defined in Section 5(a) hereof; disability, as defined in Section 6(a) hereof; death; retirement, as defined in Section 7 hereof; or Termination for Cause, as defined in Section 8 hereof; (ii) EXECUTIVE's resignation from the BANK's employ, upon (A) unless consented to by EXECUTIVE, a material change in EXECUTIVE's function, duties, or responsibilities, which change would cause EXECUTIVE's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2, above (above, any such material change shall be deemed a continuing breach of this Agreement), (B) a relocation of EXECUTIVE's principal place of employment by more than 35 5 miles from its location at the effective date of this Agreement, or a material reduction in the benefits and perquisites to EXECUTIVE from those being provided as of the effective date of this Agreement, (C) the liquidation or dissolution of the BANK, or (D) any material breach of this Agreement by the BANK. Upon the occurrence of any event described in clauses (A), (B), (C) or (D), above, EXECUTIVE shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4) calendar months after the event giving rise to said right to elect. (b) Upon the occurrence of an Event of Termination, the BANK shall pay EXECUTIVE, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to the payments due to EXECUTIVE for the remaining term of the Agreement, including Base Salary, bonuses, and any other cash or deferred compensation paid or to be paid (including the value of employer contributions that would have been made on EXECUTIVE's behalf over the remaining term of the agreement to any tax-qualified retirement plan sponsored by the BANK as of the Date of Termination), to EXECUTIVE for the term of the Agreement provided, however, that if the BANK is not in compliance with its minimum capital requirements or if such payments would cause the BANK's capital to be reduced below its minimum capital requirements, such payments shall be deferred until such time as the BANK is in capital compliance. All payments made pursuant to this Section 4(b) shall be paid in substantially equal monthly installments over the remaining term of this Agreement following EXECUTIVE's termination; provided, however, that if the remaining term of the Agreement is less than one (1) year (determined as of EXECUTIVE's Date of Termination), such payments and benefits shall be paid to EXECUTIVE in a lump sum within thirty (30) days of the Date of Termination. (c) Upon the occurrence of an Event of Termination, the BANK will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the BANK for EXECUTIVE prior to his termination. Such coverage shall cease upon the expiration of the remaining term of this Agreement.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVEExecutive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the BANK Bank of EXECUTIVEExecutive's full-time employment hereunder for any reason other than a Change in Control, as defined in termination governed by Section 5(a) hereof; disability, as defined in Section 6(a) hereof; death; retirement, as defined in Section 7 hereof; or Termination for Cause, as defined in Section 8 7 hereof; (ii) EXECUTIVEExecutive's resignation from the BANKBank's employ, employ upon any (A) unless consented to by EXECUTIVE, a material change in EXECUTIVEExecutive's function, duties, or responsibilities, which change would cause EXECUTIVEExecutive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2Section 1, above (any such material change shall be deemed a continuing breach of this Agreement)above, unless consented to by Executive, (B) a relocation of EXECUTIVEExecutive's principal place of employment by more than 35 25 miles from its location at the effective date of this Agreement, or a unless consented to by Executive, (C) material reduction in the benefits and perquisites to EXECUTIVE Executive from those being provided as of the effective date of this Agreement, unless consented to by Executive, (CD) the a liquidation or dissolution of the BANKBank or Holding Company, or (DE) any material breach of this Agreement by the BANKBank. Upon the occurrence of any event described in clauses (A), (B), (C) or ), (D), or (E) above, EXECUTIVE Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4) calendar six full months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVEExecutive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the BANK Holding Company of EXECUTIVEExecutive's full-time employment hereunder for any reason other than a Change in Control, as defined in termination governed by Section 5(a) hereof; disability, as defined in Section 6(a) hereof; death; retirementor for Cause, as defined in Section 7 hereof; or Termination for Cause, as defined in Section 8 hereof; (ii) EXECUTIVEExecutive's resignation from the BANKHolding Company's employ, upon upon, any (A) failure to elect or reelect or to appoint or reappoint Executive as President and Chief Executive Officer, unless consented to by EXECUTIVEExecutive, (B) a material change in EXECUTIVEExecutive's function, duties, or responsibilitiesresponsibilities with the Holding Company or its Subsidiaries, which change would cause EXECUTIVEExecutive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2Section 1, above (any such material change shall be deemed a continuing breach of this Agreement)above, unless consented to by Executive, (BC) a relocation of EXECUTIVEExecutive's principal place of employment by more than 35 25 miles from its location at the effective date of this Agreement, or unless consented to by Executive, (D) a material reduction in the benefits and perquisites to EXECUTIVE Executive from those being provided as of the effective date of this Agreement, unless consented to by Executive, (CE) the a liquidation or dissolution of the BANKHolding Company or the Institution, or (DF) any material breach of this Agreement by the BANKHolding Company. Upon the occurrence of any event described in clauses (A), (B), (C) or ), (D), (E) or (F), above, EXECUTIVE Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4) six full calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVEthe Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the BANK Holding Company of EXECUTIVEExecutive's full-time employment hereunder for any reason other than a Change in Control, as defined in termination governed by Section 5(a) hereof; disability, as defined in Section 6(a) hereof; death; retirementor for Cause, as defined in Section 7 hereof; or Termination for Cause, as defined in Section 8 hereof; (ii) EXECUTIVEExecutive's resignation from the BANKHolding Company's employ, upon upon, any (A) failure to elect or reelect or to appoint or reappoint Executive as President, unless consented to by EXECUTIVEthe Executive, (B) a material change in EXECUTIVEExecutive's function, duties, or responsibilitiesresponsibilities with the Holding Company or its Subsidiaries, which change would cause EXECUTIVEExecutive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2Section 1, above (any such material change shall be deemed a continuing breach of this Agreement)above, unless consented to by the Executive, (BC) a relocation of EXECUTIVEExecutive's principal place of employment by more than 35 25 miles from its location at the effective date of this Agreement, or unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to EXECUTIVE the Executive from those being provided as of the effective date of this Agreement, unless consented to by the Executive, (CE) the a liquidation or dissolution of the BANKHolding Company or the Institution, or (DF) any material breach of this Agreement by the BANKHolding Company. Upon the occurrence of any event described in clauses (A), (B), (C) or ), (D), (E) or (F), above, EXECUTIVE Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4) six full calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVE's the term of employment under this Agreement, the provisions of this Section 4 shall apply; provided, however, that in the event such Event of Termination occurs within eighteen (18) months following a Change in Control (as defined in Section 5 hereof), Section 5 shall apply instead. As used in this Agreement, an "“Event of Termination" ’’ shall mean and include any one or more of the following: : (i) the involuntary termination of Executive’s employment hereunder by the BANK of EXECUTIVE's full-time employment hereunder Bank for any reason other than termination governed by Section 5 (in connection with or following a Change in Control), as defined in Section 5(a) hereof; disability6 (due to Disability or death), as defined in Section 6(a) hereof; death; retirement, as defined in Section 7 hereof; (due to Retirement), or Termination Section 8 (for Cause), as defined in provided that such termination constitutes a “Separation from Service” within the meaning of Section 8 hereof409A of the Internal Revenue Code (“Code”); or (ii) EXECUTIVE's Executive’s resignation from the BANK's employBank’s employ upon any of the following, upon (A) unless consented to by EXECUTIVEExecutive: (A) failure to appoint Executive to the position set forth in Section 1, or a material change in EXECUTIVE's Executive’s function, duties, or responsibilities, which change would cause EXECUTIVE's Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof responsibilities described in Sections 1 Section 1, to which Executive has not agreed in writing (and 2, above (any such material change shall be deemed a continuing breach of this AgreementAgreement by the Bank), ; (B) a relocation of EXECUTIVE's Executive’s principal place of employment by to a location that is more than 35 thirty (30) miles from its the location at of the effective Bank’s principal executive offices as of the date of this Agreement, or ; (C) a material reduction in the benefits and perquisites perquisites, including Base Salary, to EXECUTIVE Executive from those being provided as of the effective date Effective Date (except for any reduction that is part of this Agreement, a reduction in pay or benefits that is generally applicable to officers or employees of the Bank); (CD) the a liquidation or dissolution of the BANK, or Bank; or (DE) any a material breach of this Agreement by the BANKBank. Upon the occurrence of any event described in clauses clause (A), (B), (Cii) or (D), above, EXECUTIVE Executive shall have the right to elect to terminate his her employment under this Agreement by resignation for “Good Reason” upon not less than sixty thirty (6030) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four exceed ninety (490) calendar months days) after the event giving rise to said the right to elect, which termination by Executive shall be an Event of Termination. The Bank shall have thirty (30) days to cure the condition giving rise to the Event of Termination, provided that the Bank may elect to waive said thirty (30) day period. (b) Upon the occurrence of an Event of Termination, the Bank shall pay Executive, or, in the event of her subsequent death, her beneficiary or beneficiaries, or her estate, as the case may be, as severance pay or liquidated damages, or both, the Base Salary and bonuses that Executive would be entitled to for the remaining unexpired term of the Agreement. For purposes of determining the bonus(es) payable hereunder, the bonus(es) will be deemed to be (i) equal to the highest bonus paid at any time during the prior three years, and (ii) otherwise paid at such time as such bonus would have been paid absent an Event of Termination. Such payments shall be paid in a lump sum on the 30th day following the Executive’s Separation from Service (within the meaning of Section 409A of the Code) and shall not be reduced in the event Executive obtains other employment following the Event of Termination. Notwithstanding the foregoing, Executive shall not be entitled to any payments or benefits under this Section 4 unless and until (i) Executive executes a release of her claims against the Bank, the Company and any affiliate, and their officers, directors, successors and assigns, releasing said persons from any and all claims, rights, demands, causes of action, suits, arbitrations or grievances relating to the employment relationship, including claims under the Age Discrimination in Employment Act, but not including claims for benefits under tax-qualified plans or other benefit plans in which Executive is vested, claims for benefits required by applicable law or claims with respect to obligations set forth in this Agreement that survive the termination of this Agreement (the “Release”), and (ii) the payments and benefits shall begin on the 30th day following the date of the Executive’s Separation from Service, provided that before that date, the Executive has signed (and not revoked) the Release and the Release is irrevocable under the time period set forth under applicable law. (c) Upon the occurrence of an Event of Termination, the Bank shall pay Executive, or in the event of her subsequent death, her beneficiary or beneficiaries, or her estate, as the case may be, a lump sum cash payment reasonably estimated to be equal to the present value of the contributions that would have been made on the Executive’s behalf under the Bank’s defined contribution plans (e.g., 401(k) Plan, ESOP, and any other defined contribution plan maintained by the Bank), as if Executive had continued working for the Bank for the remaining unexpired term of the Agreement following such Event of Termination, earning the salary that would have been achieved during such period. Such payments shall be paid in a lump sum within thirty (30) days of the Executive’s Separation from Service and shall not be reduced in the event Executive obtains other employment following the Event of Termination. (d) Upon the occurrence of an Event of Termination, the Bank shall provide, at the Bank’s expense, for the remaining unexpired term of the Agreement, nontaxable medical and dental coverage and life insurance coverage substantially comparable, as reasonably available, to the coverage maintained by the Bank for Executive prior to the Event of Termination, except to the extent such coverage may be changed in its application to all Bank employees. Notwithstanding the foregoing, if applicable law (including, but not limited to, laws prohibiting discriminating in favor of highly compensated employees), or, if participation by the Executive is not permitted under the terms of the applicable health plans, or if providing such benefits would subject the Bank to penalties, then the Bank shall pay the Executive a cash lump sum payment reasonably estimated to be equal to the cost of such non-taxable medical and dental benefits, with such payment to be made by lump sum within thirty (30) business days of the Date of Termination, or if later, the date on which the Bank determines that such insurance coverage (or the remainder of such insurance coverage) cannot be provided for the foregoing reasons. (e) For purposes of this Agreement, a “Separation from Service” shall have occurred if the Bank and Executive reasonably anticipate that either no further services will be performed by the Executive after the date of the Event of Termination (whether as an employee or as an independent contractor) or the level of further services performed will not exceed 49% of the average level of bona fide services in the 12 months immediately preceding the Event of Termination. For all purposes hereunder, the definition of Separation from Service shall be interpreted consistent with Treasury Regulation Section 1.409A-1(h)(ii). If Executive is a Specified Employee, as defined in Code Section 409A and any payment to be made under sub-paragraph (b) or (c) of this Section 4 shall be determined to be subject to Code Section 409A, then if required by Code Section 409A, such payment or a portion of such payment (to the minimum extent possible) shall be delayed and shall be paid on the first day of the seventh month following Executive’s Separation from Service.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVEExecutive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the BANK Bank of EXECUTIVEExecutive's full-time employment hereunder for any reason other than a Change in Control, as defined in termination governed by Section 5(a) hereof; disability, as defined in Section 6(a) hereof; death; retirement, as defined in Section 7 hereof; or Termination for Cause, as defined in Section 8 7 hereof; (ii) EXECUTIVEExecutive's resignation from the BANKBank's employ, employ upon any (A) unless consented to by EXECUTIVE, a material change in EXECUTIVEExecutive's function, duties, or responsibilities, which change would cause EXECUTIVEExecutive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections Section 1 and 2, above (any such material change shall be deemed a continuing breach of this Agreement), unless consented to by Executive, (B) a relocation of EXECUTIVEExecutive's principal place of employment by more than 35 30 miles from its location at the effective date of this Agreement, or a unless consented to by Executive, (C) material reduction in the benefits and perquisites to EXECUTIVE Executive from those being provided as of the effective date of this Agreement, unless consented to by Executive, (CD) the a liquidation or dissolution of the BANKBank or Holding Company, or (DE) any material breach of this Agreement by the BANKBank. Upon the occurrence of any event described in clauses (A), (B), (C) or ), (D), or (E) above, EXECUTIVE Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4) calendar six full months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVEExecutive's term of employment under this Agreement, the provisions of this Section 4 shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the BANK Institution of EXECUTIVEExecutive's full-time employment hereunder for any reason other than a Change in Controlthan, Retirement, as defined in Section 5(a) 6 hereof; disability, as defined in Section 6(a) hereof; death; retirement, as defined in Section 7 hereof; or Termination for Cause, as defined in Section 8 7 hereof; (ii) EXECUTIVEExecutive's resignation from the BANKInstitution's employ, upon any (A) unless consented to by EXECUTIVE, a material change in EXECUTIVEExecutive's function, duties, or responsibilities, which change would cause EXECUTIVEExecutive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections Section 1 and 2, above (and any such material change shall be deemed a continuing breach of this Agreement), (B) a relocation of EXECUTIVEExecutive's principal place of employment by more than 35 thirty-five (35) miles from its location at the effective date of this Agreement, or a material reduction in the benefits and perquisites available to EXECUTIVE from those being Executive to which Executive does not consent or for which Executive is not or will not be provided as of the effective date of this Agreementeconomic benefit pursuant to Section 3(b) hereof, (C) the liquidation or dissolution of the BANKInstitution or the Holding Company, or (D) any material breach of this Agreement by the BANKInstitution. Upon the occurrence of any event described in clauses (A), (B), (C) ), or (D), ) above, EXECUTIVE Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4) calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVEthe Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the BANK Bank of EXECUTIVEExecutive's full-time employment hereunder for any reason other than a Change in Control, as defined in Section 5(a) hereof; disability, as defined in Section 6(a) hereof; death; retirement, as defined in Section 7 hereof; or Termination for Cause, as defined in Section 8 hereof; (ii) EXECUTIVEExecutive's resignation from the BANKBank's employ, upon (A) unless consented to by EXECUTIVEthe Executive, a material change in EXECUTIVEExecutive's function, duties, or responsibilities, which change would cause EXECUTIVEExecutive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2, above (any such material change shall be deemed a continuing breach of this Agreement), (B) a relocation of EXECUTIVEExecutive's principal place of employment by more than 35 miles from its location at the effective date of this Agreement, or a material reduction in the benefits and perquisites to EXECUTIVE the Executive from those being provided as of the effective date of this Agreement, (C) the liquidation or dissolution of the BANKBank, or (D) any material breach of this Agreement by the BANKBank. Upon the occurrence of any event described in clauses (A), (B), (C) ), or (D), above, EXECUTIVE Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4) calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein therein defined) during EXECUTIVE's the Executive’s term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "“Event of Termination" ” shall mean and include any one or more of the following: (i) the termination by the BANK of EXECUTIVE's Executive’s full-time employment hereunder thereunder due to expiration of this Agreement pursuant to Paragraph 2(a); (ii) the termination by the Bank of Executive’s full-time employment thereunder for any reason other than a Change in Control, Control as defined in Section Paragraph 5(a) hereofthereof or for Cause as defined in Paragraph 8 thereof; disability, as defined in Section Paragraph 6(a) hereofthereof; death; retirement, as defined in Section Paragraph 7 hereof; or Termination for Cause, as defined in Section 8 hereofthereof; (iiiii) EXECUTIVE's Executive’s resignation from the BANK's employBank’s employment, upon (A) unless consented to by EXECUTIVEthe Executive, a material change in EXECUTIVE's Executive’s function, duties, or responsibilities, which change would cause EXECUTIVE's Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections Paragraphs 1 and 2, 2 above (any such material change shall be deemed a continuing breach of this Agreement), ; (B) a relocation of EXECUTIVE's principal place of employment by more than 35 miles from its location at the effective date of this Agreement, or a material reduction in the benefits and perquisites to EXECUTIVE Executive from those being provided as of the effective date of this Agreement, ; (C) the liquidation or dissolution of the BANK, Bank; or (D) any material breach of this Agreement by the BANKBank. Upon the occurrence of any event described in clauses (A), (B), (C) ), or (D), ) above, EXECUTIVE Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice to the Bank given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4) calendar months after the event giving rise to said right to elect. (b) Upon the occurrence of an Event of Termination, the Bank shall pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a lump sum payment equal to twelve (12) months’ Base Salary. (c) Upon the occurrence of an Event of Termination, the Bank will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the Bank for Executive prior to his termination for a period of twelve (12) months at the Bank’s expense. A COBRA notice will issue upon the Date of Termination. Any COBRA-mandated coverage extensions beyond the first twelve (12) months will be at the option of the Executive and paid for by him as provided by law unless he has secured other coverage from another source extinguishing his coverage rights.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon The provisions of this Section shall apply upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVE's the Executive’s term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "“Event of Termination" ” shall mean and include any one or more of the following: (i) the termination by the BANK Employer of EXECUTIVE's the Executive’s full-time employment hereunder for any reason other than (A) Disability as defined in Section 5 below, or (B) Termination for Just Cause as defined in Section 6 hereof; or (ii) the Executive’s resignation from the Employer’s employ, upon any of the following (“Good Reason”): (A) reduction in the Executive’s Base Salary or a reduction in the benefits and perquisites to the Executive from those being provided as of the Effective Date of this Agreement, provided however that a reduction in benefits or perquisites that is broad based and affects substantially all executives of the Employer shall not be deemed an Event of Termination hereunder unless such reduction in benefits or perquisites occurs coincident with or following a Change in Control, as defined in Section 5(a(B) hereof; disability, as defined in Section 6(a) hereof; death; retirement, as defined in Section 7 hereof; or Termination for Cause, as defined in Section 8 hereof; (ii) EXECUTIVE's resignation from the BANK's employ, upon (A) unless consented to by EXECUTIVE, a material change in EXECUTIVE's the Executive’s function, duties, or responsibilities, which change would cause EXECUTIVE's the Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2Section 1, above (any such material change shall be deemed a continuing breach of this Agreement)above, (BC) a relocation of EXECUTIVE's the Executive’s principal place of employment by more than 35 thirty (30) miles from its location at as of the effective date Effective Date of this Agreement, or a material reduction in the benefits and perquisites to EXECUTIVE from those being provided as of the effective date of this Agreement, (CD) the liquidation or dissolution of the BANKBank or Company other than liquidations or dissolutions that are caused by reorganizations that do not affect the status of the Executive, or (DE) any material breach of this Agreement by the BANKBank or the Company. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D) or (D), E) above, EXECUTIVE the Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty thirty (6030) days prior written notice given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4) calendar months after the event giving rise to said right to elect.3

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVEthe Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the BANK Holding Company of EXECUTIVEExecutive's full-time employment hereunder for any reason other than a Change in Control, as defined in termination governed by Section 5(a) hereof; disability, as defined in Section 6(a) hereof; death; retirementor for Cause, as defined in Section 7 hereof; or Termination for Cause, as defined in Section 8 hereof; (ii) EXECUTIVEExecutive's resignation from the BANKHolding Company's employ, upon upon, any (A) failure to elect or reelect or to appoint or reappoint Executive as Senior Vice President, unless consented to by EXECUTIVEthe Executive, (B) a material change in EXECUTIVEExecutive's function, duties, or responsibilitiesresponsibilities with the Holding Company or its Subsidiaries, which change would cause EXECUTIVEExecutive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2Section 1, above (any such material change shall be deemed a continuing breach of this Agreement)above, unless consented to by the Executive, (BC) a relocation of EXECUTIVEExecutive's principal place of employment by more than 35 25 miles from its location at the effective date of this Agreement, or unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to EXECUTIVE the Executive from those being provided as of the effective date of this Agreement, unless consented to by the Executive, (CE) the a liquidation or dissolution of the BANKHolding Company or the Institution, or (DF) any material breach of this Agreement by the BANKHolding Company. Upon the occurrence of any event described in clauses (A), (B), (C) or ), (D), (E) or (F), above, EXECUTIVE Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4) six full calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVE's the term of employment under this Agreement, the provisions of this Section 4 shall apply; provided, however, that in the event such Event of Termination occurs within eighteen (18) months following a Change in Control (as defined in Section 5 hereof), Section 5 shall apply instead. As used in this Agreement, an "“Event of Termination" ’’ shall mean and include any one or more of the following: : (i) the involuntary termination of Executive’s employment hereunder by the BANK of EXECUTIVE's full-time employment hereunder Bank for any reason other than termination governed by Section 5 (in connection with or following a Change in Control), as defined in Section 5(a) hereof; disability6 (due to Disability or death), as defined in Section 6(a) hereof; death; retirement, as defined in Section 7 hereof; (due to Retirement), or Termination Section 8 (for Cause), as defined in provided that such termination constitutes a “Separation from Service” within the meaning of Section 8 hereof409A of the Internal Revenue Code (“Code”); or (ii) EXECUTIVE's Executive’s resignation from the BANK's employBank’s employ upon any of the following, upon (A) unless consented to by EXECUTIVEExecutive: (A) failure to appoint Executive to the position set forth in Section 1, or a material change in EXECUTIVE's Executive’s function, duties, or responsibilities, which change would cause EXECUTIVE's Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof responsibilities described in Sections 1 Section 1, to which Executive has not agreed in writing (and 2, above (any such material change shall be deemed a continuing breach of this AgreementAgreement by the Bank), ; (B) a relocation of EXECUTIVE's Executive’s principal place of employment by to a location that is more than 35 thirty (30) miles from its location at the effective date of this Agreement1000 0xx Xx, or Xxxx, XX 00000; (C) a material reduction in the benefits and perquisites perquisites, including Base Salary, to EXECUTIVE Executive from those being provided as of the effective date Effective Date (except for any reduction that is part of this Agreement, a reduction in pay or benefits that is generally applicable to officers or employees of the Bank); (CD) the a liquidation or dissolution of the BANK, or Bank; or (DE) any a material breach of this Agreement by the BANKBank. Upon the occurrence of any event described in clauses clause (A), (B), (Cii) or (D), above, EXECUTIVE Executive shall have the right to elect to terminate his employment under this Agreement by resignation for “Good Reason” upon not less than sixty thirty (6030) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four exceed ninety (490) calendar months days) after the event giving rise to said the right to elect, which termination by Executive shall be an Event of Termination. The Bank shall have thirty (30) days to cure the condition giving rise to the Event of Termination, provided that the Bank may elect to waive said thirty (30) day period. (b) Upon the occurrence of an Event of Termination, the Bank shall pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, the Base Salary and bonuses that Executive would be entitled to for the remaining unexpired term of the Agreement. For purposes of determining the bonus(es) payable hereunder, the bonus(es) will be deemed to be (i) equal to the highest bonus paid at any time during the prior three years, and (ii) otherwise paid at such time as such bonus would have been paid absent an Event of Termination. Such payments shall not be reduced in the event Executive obtains other employment following the Event of Termination. Notwithstanding the foregoing, Executive shall not be entitled to any payments or benefits under this Section 4 unless and until (i) Executive executes a release of his claims against the Bank, the Company and any affiliate, and their officers, directors, successors and assigns, releasing said persons from any and all claims, rights, demands, causes of action, suits, arbitrations or grievances relating to the employment relationship, including claims under the Age Discrimination in Employment Act, but not including claims for benefits under tax-qualified plans or other benefit plans in which Executive is vested, claims for benefits required by applicable law or claims with respect to obligations set forth in this Agreement that survive the termination of this Agreement (the “Release”), and (ii) the payments and benefits under this Section 4 shall begin on the 30th day following the date of the Executive’s Separation from Service, provided that before that date, the Executive has signed (and not revoked) the Release and the Release is irrevocable under the time period set forth under applicable law, provided further, that if the 30-day period spans two (2) calendar years, then, to the extent necessary to comply with Section 409A of the Internal Revenue Code of 1986, as amended (“Code”), the payments and benefits will be paid, or commence, in the second calendar year. (c) Upon the occurrence of an Event of Termination, the Bank shall pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a lump sum cash payment reasonably estimated to be equal to the present value of the contributions that would have been made on the Executive’s behalf under the Bank’s defined contribution plans (e.g., 401(k) Plan, ESOP, and any other defined contribution plan maintained by the Bank), as if Executive had continued working for the Bank for the remaining unexpired term of the Agreement following such Event of Termination, earning the salary that would have been achieved during such period. Such payments shall be paid in a lump sum within thirty (30) days of the Executive’s Separation from Service and shall not be reduced in the event Executive obtains other employment following the Event of Termination. (d) Upon the occurrence of an Event of Termination, the Bank shall provide, at the Bank’s expense, for the remaining unexpired term of the Agreement, nontaxable medical and dental coverage and life insurance coverage substantially comparable, as reasonably available, to the coverage maintained by the Bank for Executive prior to the Event of Termination, except to the extent such coverage may be changed in its application to all Bank employees. Notwithstanding the foregoing, if applicable law (including, but not limited to, laws prohibiting discriminating in favor of highly compensated employees), or, if participation by the Executive is not permitted under the terms of the applicable health plans, or if providing such benefits would subject the Bank to penalties, then the Bank shall pay the Executive a cash lump sum payment reasonably estimated to be equal to the value of such non-taxable medical and dental benefits, with such payment to be made by lump sum within) business days of the Date of Termination, or if later, the date on which the Bank determines that such insurance coverage (or the remainder of such insurance coverage) cannot be provided for the foregoing reasons. (e) For purposes of this Agreement, a “Separation from Service” shall have occurred if the Bank and Executive reasonably anticipate that either no further services will be performed by the Executive after the date of the Event of Termination (whether as an employee or as an independent contractor) or the level of further services performed will not exceed 49% of the average level of bona fide services in the 12 months immediately preceding the Event of Termination. For all purposes hereunder, the definition of Separation from Service shall be interpreted consistent with Treasury Regulation Section 1.409A-1(h)(ii). If Executive is a Specified Employee, as defined in Code Section 409A and any payment to be made under sub-paragraph (b) or (c) of this Section 4 shall be determined to be subject to Code Section 409A, then if required by Code Section 409A, such payment or a portion of such payment (to the minimum extent possible) shall be delayed and shall be paid on the first day of the seventh month following Executive’s Separation from Service.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVEthe Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the BANK Holding Company of EXECUTIVEExecutive's full-time employment hereunder for any reason other than a Change in Control, as defined in termination governed by Section 5(a) hereof; disability, as defined in Section 6(a) hereof; death; retirement, as defined in Section 7 hereof; or Termination for Cause, as defined in Section 8 hereof; (ii) EXECUTIVEExecutive's resignation from the BANKHolding Company's employ, employ upon any (A) failure to elect or reelect or to appoint or reappoint Executive as President and Chief Executive Officer, unless consented to by EXECUTIVEthe Executive, (B) a material change in EXECUTIVEExecutive's function, duties, or responsibilitiesresponsibilities with the Holding Company or its Subsidiaries, which change would cause EXECUTIVEExecutive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2Section 1, above (any such material change shall be deemed a continuing breach of this Agreement)above, unless consented to by the Executive, (BC) a relocation of EXECUTIVEExecutive's principal place of employment by more than 35 30 miles from its location at the effective date of this Agreement, or unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to EXECUTIVE the Executive from those being provided as of the effective date of this Agreement, unless consented to by the Executive, (CE) the a liquidation or dissolution of the BANKHolding Company or the Institution, or (DF) any material breach of this Agreement by the BANKHolding Company. Upon the occurrence of any event described in clauses (A), (B), (C) or ), (D), (E) or (F), above, EXECUTIVE Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4) six full calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVEthe Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the BANK Holding Company of EXECUTIVEExecutive's full-time employment hereunder for any reason other than a Change in Control, as defined in termination governed by Section 5(a) hereof; disability, as defined in Section 6(a) hereof; death; retirementor for Cause, as defined in Section 7 hereof; or Termination for Cause, as defined in Section 8 hereof; (ii) EXECUTIVEExecutive's resignation from the BANKHolding Company's employ, upon upon, any (A) failure to elect or reelect or to appoint or reappoint Executive as Vice President, unless consented to by EXECUTIVEthe Executive, (B) a material change in EXECUTIVEExecutive's function, duties, or responsibilitiesresponsibilities with the Holding Company or its Subsidiaries, which change would cause EXECUTIVEExecutive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2Section 1, above (any such material change shall be deemed a continuing breach of this Agreement)above, unless consented to by the Executive, (BC) a relocation of EXECUTIVEExecutive's principal place of employment by more than 35 miles from its location at the effective date of this Agreement, or unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to EXECUTIVE the Executive from those being provided as of the effective date of this Agreement, unless consented to by the Executive, (CE) the a liquidation or dissolution of the BANKHolding Company or the Institution, or (DF) any material breach of this Agreement by the BANKHolding Company. Upon the occurrence of any event described in clauses (A), (B), (C) or ), (D), (E) or (F), above, EXECUTIVE Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4) six full calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVEthe Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the BANK Holding Company of EXECUTIVEExecutive's full-time employment hereunder for any reason other than a Change in Control, as defined in termination governed by Section 5(a) hereof; disability, as defined in Section 6(a) hereof; death; retirementor for Cause, as defined in Section 7 hereof; or Termination for Cause, as defined in Section 8 hereof; (ii) EXECUTIVEExecutive's resignation from the BANKHolding Company's employ, upon upon, any (A) failure to elect or reelect or to appoint or reappoint Executive as President and Chief Executive Officer, unless consented to by EXECUTIVEthe Executive, (B) a material change in EXECUTIVEExecutive's function, duties, or responsibilitiesresponsibilities with the Holding Company or its Subsidiaries, which change would cause EXECUTIVEExecutive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2Section 1, above (any such material change shall be deemed a continuing breach of this Agreement)above, unless consented to by the Executive, (BC) a relocation of EXECUTIVEExecutive's principal place of employment by more than 35 25 miles from its location at the effective date of this Agreement, or unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to EXECUTIVE the Executive from those being provided as of the effective date of this Agreement, unless consented to by the Executive, (CE) the a liquidation or dissolution of the BANKHolding Company or the Institution, or (DF) any material breach of this Agreement by the BANKHolding Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D) (E) or (DF), above, EXECUTIVE Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4) six full calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVEthe Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the BANK Association of EXECUTIVEExecutive's full-time employment hereunder for any reason other than a Change in Control, as defined in termination governed by Section 5(a) hereof; disability, as defined in Section 6(a) hereof; death; retirement, as defined in Section 7 hereof; or Termination for Cause, as defined in Section 8 7 hereof; (ii) EXECUTIVEExecutive's resignation from the BANKAssociation's employ, employ upon any (A) failure to elect or reelect or to appoint or reappoint Executive as President and Chief Executive Officer, unless consented to by EXECUTIVEthe Executive, (B) a material change in EXECUTIVEExecutive's function, duties, or responsibilities, which change would cause EXECUTIVEExecutive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2Section 1, above (any such material change shall be deemed a continuing breach of this Agreement)above, unless consented to by Executive, (BC) a relocation of EXECUTIVEExecutive's principal place of employment by more than 35 25 miles from its location at the effective date of this Agreement, or unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to EXECUTIVE the Executive from those being provided as of the effective date of this Agreement, unless consented to by the Executive, or (CE) the a liquidation or dissolution of the BANKAssociation or Holding Company, or (DF) any material breach of this Agreement by the BANKAssociation. Upon the occurrence of any event described in clauses (A), (B), (C) or ), (D), (E) or (F), above, EXECUTIVE Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4) calendar six full months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVEthe Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the BANK Bank of EXECUTIVEExecutive's full-time employment hereunder for any reason other than a Change in Control, as defined in Section 5(a) hereof; disability, as defined in Section 6(a) hereof; death; retirement, as defined in Section 7 hereof; or Termination for Cause, as defined in Section 8 hereof; (ii) EXECUTIVEExecutive's resignation from the BANKBank's employ, upon (A) unless consented to by EXECUTIVEthe Executive, a material change in EXECUTIVEExecutive's function, duties, or responsibilities, which change would cause EXECUTIVEExecutive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2, above (any such material change shall be deemed a continuing breach of this Agreement), (B) a relocation of EXECUTIVEExecutive's principal place of employment by more than 35 miles from its location at the effective date of this Agreement, or a material reduction in the benefits and perquisites to EXECUTIVE Executive from those being provided as of the effective date of this Agreement, (C) the liquidation or dissolution of the BANKBank, or (D) any material breach of this Agreement by the BANKBank. Upon the occurrence of any event described in clauses (A), (B), (C) or (D), above, EXECUTIVE Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4) calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVE's the term of employment under this Agreement, the provisions of this Section 4 shall apply; provided, however, that in the event such Event of Termination occurs within eighteen (18) months following a Change in Control (as defined in Section 5 hereof), Section 5 shall apply instead. As used in this Agreement, an "“Event of Termination" ” shall mean and include any one or more of the following: : (i) the involuntary termination of Executive’s employment hereunder by the BANK of EXECUTIVE's full-time employment hereunder Bank for any reason other than termination governed by Section 5 (in connection with or following a Change in Control), as defined in Section 5(a) hereof; disability6 (due to Disability or death), as defined in Section 6(a) hereof; death; retirement, as defined in Section 7 hereof; (due to Retirement), or Termination Section 8 (for Cause), as defined in provided that such termination constitutes a “Separation from Service” within the meaning of Section 8 hereof409A of the Internal Revenue Code (“Code”); or (ii) EXECUTIVE's Executive’s resignation from the BANK's employBank’s employ upon any of the following, upon (A) unless consented to by EXECUTIVEExecutive: (A) failure to appoint Executive to the position set forth in Section 1, or a material change in EXECUTIVE's Executive’s function, duties, or responsibilities, which change would cause EXECUTIVE's Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof responsibilities described in Sections 1 Section 1, to which Executive has not agreed in writing (and 2, above (any such material change shall be deemed a continuing breach of this AgreementAgreement by the Bank), ; (B) a relocation of EXECUTIVE's Executive’s principal place of employment by to a location that is more than 35 20 miles from its the location at of the effective Bank’s principal executive offices as of the date of this Agreement, or ; (C) a material reduction in the benefits and perquisites perquisites, including Base Salary, to EXECUTIVE Executive from those being provided as of the effective date Effective Date (except for any reduction that is part of this Agreement, a reduction in pay or benefits that is generally applicable to officers or employees of the Bank); (CD) the a liquidation or dissolution of the BANK, or Bank; or (DE) any a material breach of this Agreement by the BANKBank. Upon the occurrence of any event described in clauses clause (A), (B), (Cii) or (D), above, EXECUTIVE Executive shall have the right to elect to terminate his her employment under this Agreement by resignation for “Good Reason” upon not less than sixty thirty (6030) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four exceed ninety (490) calendar months days) after the event giving rise to said the right to elect, which termination by Executive shall be an Event of Termination. The Bank shall have thirty (30) days to cure the condition giving rise to the Event of Termination, provided that the Bank may elect to waive said thirty (30) day period. (b) Upon the occurrence of an Event of Termination, the Bank shall pay Executive, or, in the event of her subsequent death, her beneficiary or beneficiaries, or her estate, as the case may be, as severance pay the Base Salary and bonuses that Executive would be entitled to for the remaining unexpired term of the Agreement. For purposes of determining the bonus(es) payable hereunder, the bonus(es) will be deemed to be (i) equal to the highest bonus paid at any time during the prior three years, and (ii) otherwise paid at such time as such bonus would have been paid absent an Event of Termination. Such payments shall be paid in a lump sum within ten (10) days of the Executive’s Separation from Service (within the meaning of Section 409A of the Code) and shall not be reduced in the event Executive obtains other employment following the Event of Termination. Notwithstanding the foregoing, Executive shall not be entitled to any payments or benefits under this Section 4 unless and until Executive executes a release of her claims against the Bank, the Company and any affiliate, and their officers, directors, successors and assigns, releasing said persons from any and all claims, rights, demands, causes of action, suits, arbitrations or grievances relating to the employment relationship, including claims under the Age Discrimination in Employment Act, but not including claims for benefits under tax-qualified plans or other benefit plans in which Executive is vested, claims for benefits required by applicable law or claims with respect to obligations set forth in this Agreement that survive the termination of this Agreement. (c) Upon the occurrence of an Event of Termination, the Bank shall pay Executive, or in the event of her subsequent death, her beneficiary or beneficiaries, or her estate, as the case may be, a lump sum cash payment reasonably estimated to be equal to the present value of the contributions that would have been made on the Executive’s behalf under the Bank’s defined contribution plans (e.g., 401(k) Plan, ESOP, and any other defined contribution plan maintained by the Bank), as if Executive had continued working for the Bank for the remaining unexpired term of the Agreement following such Event of Termination, earning the salary that would have been achieved during such period. Such payments shall be paid in a lump sum within ten (10) days of the Executive’s Separation from Service and shall not be reduced in the event Executive obtains other employment following the Event of Termination. (d) Upon the occurrence of an Event of Termination, the Bank shall provide, at the Bank’s expense, for the remaining unexpired term of the Agreement, nontaxable medical and dental coverage and life insurance coverage substantially comparable, as reasonably available, to the coverage maintained by the Bank for Executive prior to the Event of Termination, except to the extent such coverage may be changed in its application to all Bank employees. (e) For purposes of this Agreement, a “Separation from Service” shall have occurred if the Bank and Executive reasonably anticipate that either no further services will be performed by the Executive after the date of the Event of Termination (whether as an employee or as an independent contractor) or the level of further services performed will not exceed 49% of the average level of bona fide services in the 12 months immediately preceding the Event of Termination. For all purposes hereunder, the definition of Separation from Service shall be interpreted consistent with Treasury Regulation Section 1.409A-1(h)(ii). If Executive is a Specified Employee, as defined in Code Section 409A and any payment to be made under sub-paragraph (b) or (c) of this Section 4 shall be determined to be subject to Code Section 409A, then if required by Code Section 409A, such payment or a portion of such payment (to the minimum extent possible) shall be delayed and shall be paid on the first day of the seventh month following Executive’s Separation from Service.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVE's the term of employment under this Agreement, the provisions of this Section 4 shall apply; provided, however, that in the event such Event of Termination occurs within twenty-four (24) months following a Change in Control (as defined in Section 5 hereof), Section 5 shall apply instead. As used in this Agreement, an "“Event of Termination" ’’ shall mean and include any one or more of the following: : (i) the involuntary termination of Executive’s employment hereunder by the BANK of EXECUTIVE's full-time employment hereunder Bank for any reason other than termination governed by Section 5 (in connection with or following a Change in Control), as defined in Section 5(a) hereof; disability6 (due to Disability or death), as defined in Section 6(a) hereof; death; retirement, as defined in Section 7 hereof; (due to Retirement), or Termination Section 8 (for Cause), as defined in provided that such termination constitutes a “Separation from Service” within the meaning of Section 8 hereof409A of the Internal Revenue Code (“Code”); or (ii) EXECUTIVE's Executive’s resignation from the BANK's employBank’s employ upon any of the following, upon (A) unless consented to by EXECUTIVEExecutive: (A) failure to appoint Executive to the position set forth in Section 1, or a material change in EXECUTIVE's Executive’s function, duties, or responsibilities, which change would cause EXECUTIVE's Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof responsibilities described in Sections 1 Section 1, to which Executive has not agreed in writing (and 2, above (any such material change shall be deemed a continuing breach of this AgreementAgreement by the Bank), ; (B) a relocation of EXECUTIVE's Executive’s principal place of employment by to a location that is more than 35 miles from its the location at of the effective Bank’s principal executive offices as of the date of this Agreement, or ; (C) a material reduction in the benefits and perquisites perquisites, including Base Salary, to EXECUTIVE Executive from those being provided as of the effective date Effective Date (except for any reduction that is part of this Agreement, a reduction in pay or benefits that is generally applicable to officers or employees of the Bank); (CD) the a liquidation or dissolution of the BANK, or Bank; or (DE) any a material breach of this Agreement by the BANKBank. Upon the occurrence of any event described in clauses clause (A), (B), (Cii) or (D), above, EXECUTIVE Executive shall have the right to elect to terminate his employment under this Agreement by resignation for “Good Reason” upon not less than sixty thirty (6030) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four exceed ninety (490) calendar months days) after the event giving rise to said the right to elect, which termination by Executive shall be an Event of Termination. The Bank shall have thirty (30) days to cure the condition giving rise to the Event of Termination, provided that the Bank may elect to waive said thirty (30) day period. For the avoidance of doubt, the non-renewal of this Agreement under Section 2(a) hereof, without the occurrence of an Event of Termination under this Section 4(a)(ii) prior to the end of the term of this Agreement, shall not be considered an event that would permit the Executive to resign for Good Reason and receive a severance payment. (b) Upon the occurrence of an Event of Termination, the Bank shall pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, the Base Salary and bonuses that Executive would be entitled to for the remaining unexpired term of the Agreement. For purposes of determining the bonus(es) payable hereunder, the bonus(es) will be deemed to be equal to the average annual bonus paid over the prior three years, and (ii) otherwise paid at such time as such bonus would have been paid absent an Event of Termination (i.e., if only two bonuses would otherwise be paid during the remaining term, then two bonuses will be included in the calculation). Such payments shall be paid in a lump sum on or before the 30th day following the Executive’s Separation from Service (within the meaning of Section 409A of the Code), unless the payment is due in connection with a termination program involving more than one employee, in which case the payment shall be due within no more than 60th day following Executive’s Separation from Service, and shall not be reduced in the event Executive obtains other employment following the Event of Termination. Notwithstanding the foregoing, Executive shall not be entitled to any payments or benefits under this Section 4 unless and until (i) Executive executes a release of his claims against the Bank, the Company and any affiliate, and their officers, directors, successors and assigns, releasing said persons from any and all claims, rights, demands, causes of action, suits, arbitrations or grievances relating to the employment relationship, including claims under the Age Discrimination in Employment Act, but not including claims for benefits under tax-qualified plans or other benefit plans in which Executive is vested, claims for benefits required by applicable law or claims with respect to obligations set forth in this Agreement that survive the termination of this Agreement (the “Release”), and (ii) the payments and benefits shall begin on the 30th day following the date of the Executive’s Separation from Service, provided that before that date, the Executive has signed (and not revoked) the Release and the Release is irrevocable under the time period set forth under applicable law. (c) Upon the occurrence of an Event of Termination, the Bank shall provide, at the Bank’s expense, for the remaining unexpired term of the Agreement, nontaxable medical and dental coverage and life insurance coverage substantially comparable, as reasonably available, to the coverage maintained by the Bank for Executive and his dependents prior to the Event of Termination, except to the extent such coverage may be changed in its application to all Bank employees and then such coverage provided to Executive and his dependents shall be commensurate with such changed coverage. Notwithstanding the foregoing, if applicable law prohibits (including, but not limited to, laws prohibiting discriminating in favor of highly compensated employees), or, if participation by the Executive is not permitted under the terms of the applicable health or life insurance plans, or if providing such benefits would subject the Bank to penalties, then the Bank shall pay the Executive a cash lump sum payment reasonably estimated to be equal to the value (or the remaining value) of the Bank’s premium payments for providing such non-taxable medical and dental benefits, with such payment to be made by lump sum within ten (10) business days of the Date of Termination, or if later, the date on which the Bank determines that such insurance coverage (or the remainder of such insurance coverage) cannot be provided for the foregoing reasons. If providing a lump sum cash payment would result in a violation of Code Section 409A, then the cash payment(s) shall be made to Executive at such time as the premiums would otherwise have been paid. (d) For purposes of this Agreement, a “Separation from Service” shall have occurred if the Bank and Executive reasonably anticipate that either no further services will be performed by the Executive after the date of the Event of Termination (whether as an employee or as an independent contractor) or the level of further services performed will not exceed 49% of the average level of bona fide services in the thirty-six (36) months immediately preceding the Event of Termination. For all purposes hereunder, the definition of Separation from Service shall be interpreted consistent with Treasury Regulation Section 1.409A-1(h)(ii). If Executive is a Specified Employee, as defined in Code Section 409A and any payment to be made under sub-paragraph (b) or (c) of this Section 4 shall be determined to be subject to Code Section 409A, then if required by Code Section 409A, such payment or a portion of such payment (to the minimum extent possible) shall be delayed and shall be paid on the first day of the seventh month following Executive’s Separation from Service.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVEExecutive's term of employment under this Agreement, the provisions of this Section 4 shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the BANK Institution of EXECUTIVEExecutive's full-time employment hereunder for any reason other than a Change in Controlthan, Retirement, as defined in Section 5(a) 6 hereof; disability, as defined in Section 6(a) hereof; death; retirement, as defined in Section 7 hereof; or Termination for Cause, as defined in Section 8 7 hereof; (ii) EXECUTIVEExecutive's resignation from the BANKInstitution's employ, upon any (A) notice to Executive by the Institution of non-renewal of the term of this Agreement, (B) failure to elect or reelect or to appoint or reappoint Executive as General Counsel and Corporate Secretary of the Institution, unless consented Executive consents to by EXECUTIVE, any such event (C) a material change in EXECUTIVEExecutive's function, duties, or responsibilities, which change would cause EXECUTIVEExecutive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 Section 1, above, (and 2, above (any such material change shall be deemed a continuing breach of this Agreement), (BD) a relocation of EXECUTIVEExecutive's principal place of employment by more than 35 twenty-five (25) miles from its location at the effective date of this Agreement, or a material reduction in the benefits and perquisites available to EXECUTIVE from those being provided as Executive to which Executive does not consent, unless such reduction generally affects all full-time employees of the effective date of this AgreementInstitution, (CE) the liquidation or dissolution of the BANKInstitution or the Holding Company, or (DF) any material breach of this Agreement by the BANKInstitution. Upon the occurrence of any event described in clauses (A), (B), (C) or ), (D), (E) or (F), above, EXECUTIVE Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4) calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVEExecutive's term of employment under this Agreement, the provisions of this Section 4 shall apply. As Unless Executive otherwise agrees, as used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the BANK Bank of EXECUTIVEExecutive's full-time employment hereunder for any reason other than a Change in Control, as defined in Section 5(a) hereof; disability, as defined in Section 6(a) hereof; death; retirement, as defined in termination governed by Section 7 hereofof this Agreement; or Termination for Cause, as defined in Section 8 hereof; (ii) EXECUTIVEExecutive's resignation from the BANK's employBank, upon upon, any (A) unless consented notice to by EXECUTIVEExecutive of non-renewal of the term of this Agreement (B) failure to reappoint Executive as ___________________, a (C) material change in EXECUTIVEExecutive's function, duties, duties or responsibilitiesresponsibilities with the Bank or its subsidiaries, which change would cause EXECUTIVEExecutive's position position(s) to become one of lesser responsibility, importance, importance or scope from the position position(s) and attributes thereof described in Sections Section 1 and 2, above (any such material change shall be deemed a continuing breach of this Agreement), (BD) a relocation of EXECUTIVEExecutive's principal place of employment by more than 35 twenty-five (25) miles from its location at the effective date Effective Date of this Agreement, or a (E) material reduction in the benefits and perquisites provided to EXECUTIVE Executive from those being provided as of the effective date Effective Date of this Agreement, (CF) the liquidation or dissolution of the BANKCompany or the Bank, or (DG) any material breach of this Agreement by the BANKBank or the Company. Upon the occurrence of any event described in clauses (A), (B), (C) or ), (D), (E), (F) or (G), above, EXECUTIVE Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within a reasonable period of time not to exceed, except in case of a continuing breach, four six (46) full calendar months after the event giving rise to said Executive's right to electelect to terminate his employment.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. The provisions of this Section shall in all respects be subject to the terms and conditions stated in Sections 7 and 14. (a) Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVE's the Executive’s term of employment under this Agreement, the provisions of this Section 4 shall apply. As used in this Agreement, an "“Event of Termination" ” shall mean and include any one or more of the following: (i) the termination by the BANK Company of EXECUTIVE's full-time Executive’s employment hereunder for any reason reason, including, without limitation, the Company’s failure to renew this Agreement, other than a termination following a Change in Control, Control (as defined in Section 5(a) hereof; disability) within the term of this Agreement, upon Retirement (as defined in Section 6(a) 6 hereof; death; retirement), upon death or Disability (as defined in Section 6 hereof), or for Cause (as defined in Section 7 hereof); or Termination for Cause, as defined in Section 8 hereof; and (ii) EXECUTIVE's Executive’s resignation from the BANK's Company’s employ, upon (A) any failure to elect or reelect or to appoint or reappoint Executive as Chief Executive Officer, (B) unless consented to by EXECUTIVEthe Executive, a material change in EXECUTIVE's Executive’s function, duties, or responsibilities, which change would cause EXECUTIVE's Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 Section 1, above, (and 2, above (any such material change shall be deemed a continuing breach of this Agreement); provided that any removal of the role of Chairman from Executive that is caused by a change in legal or regulatory requirements applicable to the Company shall not be deemed, in and of itself, to be an Event of Termination hereunder, (BC) a relocation of EXECUTIVE's Executive’s principal place of employment by more than 35 30 miles from its location at the effective date of this Agreement, or a material reduction in the benefits and perquisites to EXECUTIVE the Executive from those being provided as of the effective date of this Agreement, (C) the liquidation or dissolution of the BANK, or (D) any material breach of this Agreement by the BANKCompany. Upon the occurrence of any event described in clauses (Aii)(A), (B), (C) or (D) above (a “resignation for Good Reason”), above, EXECUTIVE Executive shall have the right to elect to terminate his employment under this Agreement with the Company by resignation for Good Reason upon not less than sixty thirty (6030) days prior written notice given within a reasonable period of time not to exceed, except in case of a continuing breach, four three (43) calendar months after the event giving rise to said right to elect. Notwithstanding any other provision of this Section 4(a) to the contrary, no Event of Termination shall be deemed to have occurred unless the Executive also has Separated from Service with the Company, as defined in Exhibit A, in accordance with Internal Revenue Code Section 409A and the regulations promulgated thereunder (“Section 409A”). (b) Subject to Section 10 hereof, upon the occurrence of an Event of Termination, the Company shall be obligated to pay Executive, as severance pay or liquidated damages, or AMENDED AND RESTATED EMPLOYMENT AGREEMENT JXXX X. XXXXXXX both, an amount equal to the sum of (i) twelve (12) months of the Executive’s Base Salary at the time of the occurrence of the Event of Termination plus (ii) the average of the annual bonus amount paid to Executive for the three (3) prior years. Such payment shall be made in one lump sum on the date that is six (6) months after the date of Executive’s Separation from Service; provided, however, that in the event that, at the time of such Separation from Service, Executive is not a “specified employee” of the Company within the meaning of Section 409A(a)(2)(B)(i) or the Company does not have a class of stock that is publicly traded on an established securities market or otherwise, and a six-month delay in payment of benefits is not otherwise required by Section 409A, then such payment shall be made in twelve (12) equal monthly installments during the twelve (12) months following such Separation from Service. (c) Upon the occurrence of an Event of Termination, the Company will cause to be continued life, medical, dental and disability coverage (to the extent available and effected in compliance with Section 409A) substantially identical to the coverage maintained by the Company for Executive prior to his termination for twelve (12) months. (d) Upon the occurrence of an Event of Termination, the Executive will be entitled to receive vested benefits due him under or contributed by the Company on his behalf pursuant to any retirement, incentive, profit sharing, bonus, performance, disability (if coverage is available under the Company’s current policy) or other employee benefit plans maintained by the Company on the Executive’s behalf to the extent provided for by the terms and conditions of the applicable plan documents and to the extent that such benefits are not otherwise paid to Executive under a separate provision of this Agreement. (e) Upon the occurrence of an Event of Termination, any unexercised Incentive Equity granted to the Executive pursuant to Section 3(c) of this Agreement shall immediately vest and be immediately exercisable and free from any right of repurchase upon the Executive’s receipt of the Notice of Termination (as defined below) relating to such Event of Termination, and any stock options held by Executive shall remain exercisable for a period of one hundred twenty (120) days thereafter, after which (unless otherwise provided in the Incentive Equity agreement) they shall terminate.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVEthe Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the BANK Holding Company of EXECUTIVEExecutive's full-time employment hereunder for any reason other than a Change in Control, as defined in termination governed by Section 5(a) hereof; disability, as defined in Section 6(a) hereof; death; retirementor for Cause, as defined in Section 7 hereof; or Termination for Cause, as defined in Section 8 hereof; (ii) EXECUTIVE's resignation from the BANK's employ, upon (A) unless consented to by EXECUTIVEthe Executive, Executive's resignation from the Holding Company's employ, upon, any (A) failure to elect or reelect or to appoint or reappoint Executive as President, Chief Executive Officer and Director, (B) a material change in EXECUTIVEExecutive's function, duties, or responsibilitiesresponsibilities with the Holding Company or its Subsidiaries, which change would cause EXECUTIVEExecutive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2Section 1, above (any such material change shall be deemed a continuing breach of this Agreement)above, (BC) a relocation of EXECUTIVEExecutive's principal place of employment by more than 35 25 miles from its location at the effective date of this Agreement, or (D) a material reduction in the benefits and perquisites to EXECUTIVE the Executive from those being provided as of the effective date of this Agreement, (CE) the a liquidation or dissolution of the BANKHolding Company or the Institution, or (DF) any material breach of this Agreement by the BANKHolding Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D) (E) or (DF), above, EXECUTIVE Executive shall have the right to elect to terminate his her employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4) six full calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon Executive shall diligently and faithfully provide his services to the Employer until the occurrence of an Event of Termination (as herein defined) during EXECUTIVEExecutive's term of employment under this Agreement, Agreement at which time the provisions of this Section 4 shall apply. As Unless Executive otherwise agrees, as used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the BANK Employer of EXECUTIVEExecutive's full-time employment hereunder for any reason other than a Change in Control, as defined in Section 5(a) hereof; disability, as defined in Section 6(a) hereof; death; retirement, as defined in termination governed by Section 7 hereofof this Agreement; or Termination for Cause, as defined in Section 8 hereof; (ii) EXECUTIVEExecutive's resignation from the BANK's employEmployer, upon upon, any (A) unless consented notice to by EXECUTIVEExecutive of non-renewal of the term of this Agreement, a (B) failure to reappoint Executive as Chief Executive Officer and President, (C) material change in EXECUTIVEExecutive's functionfunctions, duties, or responsibilitiesresponsibilities with the Employer or its subsidiaries, which change would cause EXECUTIVEExecutive's position position(s) to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections Section 1 and 2, above (any such material change shall be deemed a continuing breach of this Agreement), (BD) a relocation of EXECUTIVEExecutive's principal place of employment by more than 35 twenty-five (25) miles from its location at the effective date Effective Date of this Agreement, or a (E) material reduction in the benefits and perquisites to EXECUTIVE Executive from those being provided as of the effective date Effective Date of this Agreement, (CF) the liquidation or dissolution of the BANKEmployer, or (DG) any material breach of this Agreement by the BANKEmployer. Upon the occurrence of any event described in clauses (A), (B), (C) or ), (D), (E), (F) or (G), above, EXECUTIVE Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within a reasonable period of time not to exceed, except in case of a continuing breach, four six (46) full calendar months after the event giving rise to said Executive's right to electelect to terminate his employment. (b) Upon Executive's termination of employment in accordance with paragraph (a) of this Section 4, on the Date of Termination, as defined in Section 8 of this Agreement, the Employer shall be obligated to pay Executive, or, in the event of his death following the Date of Termination, his beneficiary or beneficiaries, or his estate, as the case may be, an amount equal to the sum of: (i) the base salary and incentive compensation that would have been paid to Executive for the remaining term of this Agreement had the Event of Termination not occurred (based on Executive's then current base salary and most recently paid or accrued bonus at the time of the Event of Termination) plus (ii) the value, as calculated by a recognized firm customarily performing such valuation, of any stock options which, as of the Date of Termination, have been granted to Executive but are not exercisable by Executive and the value of any restricted stock awards which have been granted to Executive, but in which Executive does not have a non-forfeitable or fully-vested interest as of the Date of Termination plus (iii) the value of all employee benefits that would have been provided to Executive for the remaining term of this Agreement had the Event of Termination not occurred, based on the most recent level of contribution, accrual or other participation by or on behalf of Executive. At the election of Executive, which election is to be made prior to the Date of Termination, such payments shall be made in a lump sum. In the event that no election is made, payment to Executive will be made on a monthly basis in approximately equal installments during the remaining unexpired term of this Agreement. Such payments shall not be reduced in the event Executive obtains other employment following termination of employment. (c) In addition to the payments provided for in paragraph (b) of this Section 4, upon Executive's termination of employment in accordance with the provisions of paragraph (a) of this Section 4, to the extent that the Employer continues to offer any life, medical, health, disability or dental insurance plan or arrangement in which Executive or his dependents participates as of the date of the Event of Termination (each being a "Welfare Plan"), Executive and his covered dependents shall continue participating in such Welfare Plans, subject to the same premium contributions on the part of Executive as were required immediately prior to the Event of Termination until the earlier of (i) his death; (ii) his employment by another employer other than one of which he is the majority owner; or (iii) the end of the remaining term of this Agreement. Executive may elect to continue to participate in such plans at Executive's own cost and expense. If the Employer does not offer the Welfare Plans at any time after the Event of Termination, then the Employer shall provide Executive with a payment equal to the premiums for such benefits for the period which runs until the earlier of (i) his death; (ii) his employment by another employer other than one of which he is the majority owner; or (iii) the end of the remaining term of this Agreement.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVE's the term of employment under this Agreement, the provisions of this Section 4 shall apply; provided, however, that in the event such Event of Termination occurs within eighteen (18) months following a Change in Control (as defined in Section 5 hereof), Section 5 shall apply instead. As used in this Agreement, an "“Event of Termination" ’’ shall mean and include any one or more of the following: ​ (i) the involuntary termination of Executive’s employment hereunder by the BANK of EXECUTIVE's full-time employment hereunder Bank for any reason other than termination governed by Section 5 (in connection with or following a Change in Control), as defined in Section 5(a) hereof; disability6 (due to Disability or death), as defined in Section 6(a) hereof; death; retirement, as defined in Section 7 hereof; (due to Retirement), or Termination Section 8 (for Cause), as defined in provided that such termination constitutes a “Separation from Service” within the meaning of Section 8 hereof409A of the Internal Revenue Code (“Code”); or (ii) EXECUTIVE's Executive’s resignation from the BANK's employBank’s employ upon any of the following, upon (A) unless consented to by EXECUTIVEExecutive: (A) failure to appoint Executive to the position set forth in Section 1, or a material change in EXECUTIVE's Executive’s function, duties, or responsibilities, which change would cause EXECUTIVE's Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof responsibilities described in Sections 1 Section 1, to which Executive has not agreed in writing (and 2, above (any such material change shall be deemed a continuing breach of this AgreementAgreement by the Bank), ; (B) a relocation of EXECUTIVE's Executive’s principal place of employment by to a location that is more than 35 thirty (30) miles from its location at the effective date of this Agreement0000 0xx Xx, or Xxxx, XX 00000; (C) a material reduction in the benefits and perquisites perquisites, including Base Salary, to EXECUTIVE Executive from those being provided as of the effective date Effective Date (except for any reduction that is part of this Agreement, a reduction in pay or benefits that is generally applicable to officers or employees of the Bank); (CD) the a liquidation or dissolution of the BANK, or Bank; or (DE) any a material breach of this Agreement by the BANKBank. Upon the occurrence of any event described in clauses clause (A), (B), (Cii) or (D), above, EXECUTIVE Executive shall have the right to elect to terminate his employment under this Agreement by resignation for “Good Reason” upon not less than sixty thirty (6030) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four exceed ninety (490) calendar months days) after the event giving rise to said the right to elect, which termination by Executive shall be an Event of Termination. The Bank shall have thirty (30) days to cure the condition giving rise to the Event of Termination, provided that the Bank may elect to waive said thirty (30) day period. (b) Upon the occurrence of an Event of Termination, the Bank shall pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, the Base Salary and bonuses that Executive would be entitled to for the remaining unexpired term of the Agreement. For purposes of determining the bonus(es) payable hereunder, the bonus(es) will be deemed to be (i) equal to the highest bonus paid at any time during the prior three years, and (ii) otherwise paid at such time as such bonus would have been paid absent an Event of Termination. Such payments shall not be reduced in the event Executive obtains other employment following the Event of Termination. Notwithstanding the foregoing, Executive shall not be entitled to any payments or benefits under this Section 4 unless and until (i) Executive executes a release of his claims against the Bank, the ​ ​ Company and any affiliate, and their officers, directors, successors and assigns, releasing said persons from any and all claims, rights, demands, causes of action, suits, arbitrations or grievances relating to the employment relationship, including claims under the Age Discrimination in Employment Act, but not including claims for benefits under tax-qualified plans or other benefit plans in which Executive is vested, claims for benefits required by applicable law or claims with respect to obligations set forth in this Agreement that survive the termination of this Agreement (the “Release”), and (ii) the payments and benefits under this Section 4 shall begin on the 30th day following the date of the Executive’s Separation from Service, provided that before that date, the Executive has signed (and not revoked) the Release and the Release is irrevocable under the time period set forth under applicable law, provided further, that if the 30-day period spans two (2) calendar years, then, to the extent necessary to comply with Section 409A of the Internal Revenue Code of 1986, as amended (“Code”), the payments and benefits will be paid, or commence, in the second calendar year. (c) Upon the occurrence of an Event of Termination, the Bank shall pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a lump sum cash payment reasonably estimated to be equal to the present value of the contributions that would have been made on the Executive’s behalf under the Bank’s defined contribution plans (e.g., 401(k) Plan, ESOP, and any other defined contribution plan maintained by the Bank), as if Executive had continued working for the Bank for the remaining unexpired term of the Agreement following such Event of Termination, earning the salary that would have been achieved during such period. Such payments shall be paid in a lump sum within thirty (30) days of the Executive’s Separation from Service and shall not be reduced in the event Executive obtains other employment following the Event of Termination. (d) Upon the occurrence of an Event of Termination, the Bank shall provide, at the Bank’s expense, for the remaining unexpired term of the Agreement, nontaxable medical and dental coverage and life insurance coverage substantially comparable, as reasonably available, to the coverage maintained by the Bank for Executive prior to the Event of Termination, except to the extent such coverage may be changed in its application to all Bank employees. Notwithstanding the foregoing, if applicable law (including, but not limited to, laws prohibiting discriminating in favor of highly compensated employees), or, if participation by the Executive is not permitted under the terms of the applicable health plans, or if providing such benefits would subject the Bank to penalties, then the Bank shall pay the Executive a cash lump sum payment reasonably estimated to be equal to the value of such non-taxable medical and dental benefits, with such payment to be made by lump sum within) business days of the Date of Termination, or if later, the date on which the Bank determines that such insurance coverage (or the remainder of such insurance coverage) cannot be provided for the foregoing reasons. (e) For purposes of this Agreement, a “Separation from Service” shall have occurred if the Bank and Executive reasonably anticipate that either no further services will be performed by the Executive after the date of the Event of Termination (whether as an employee or as an independent contractor) or the level of further services performed will not exceed 49% of the average level of bona fide services in the 12 months immediately preceding the Event of Termination. For all purposes hereunder, the definition of Separation from Service shall be interpreted consistent with Treasury Regulation Section 1.409A-1(h)(ii). If Executive is a Specified Employee, as defined in Code Section 409A and any payment to be made under sub- ​ paragraph (b) or (c) of this Section 4 shall be determined to be subject to Code Section 409A, then if required by Code Section 409A, such payment or a portion of such payment (to the minimum extent possible) shall be delayed and shall be paid on the first day of the seventh month following Executive’s Separation from Service.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. The provisions of this Section shall in all respects be subject to the terms and conditions stated in Section 9. (a) Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVEthe Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by CFS Bank or the BANK Holding Company of EXECUTIVEExecutive's full-time employment hereunder for any reason other than a Change in Control, as defined in Section 5(a6(a) hereof; disabilityupon Retirement, as defined in Section 6(a) 8 hereof; death; retirementfor Disability, as defined in Section 7 hereof; or Termination for Cause, as defined in Section 8 9 hereof; (ii) EXECUTIVEExecutive's resignation from the BANKCFS Bank's employ, upon any (A) failure to elect or reelect or to appoint or reappoint Executive as Senior Vice President unless consented to by EXECUTIVEthe Executive, a (B) material change in EXECUTIVEExecutive's function, duties, or responsibilities, which change would cause EXECUTIVEExecutive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and Section 2, above above, (and any such material change shall be deemed a continuing breach of this Agreement), (BC) a relocation of EXECUTIVEExecutive's principal place of employment by more than 35 30 miles from its location at the effective date of this Agreement, or a material reduction in the benefits and perquisites to EXECUTIVE from those being provided as of the effective date of this Agreement, (CD) the liquidation or dissolution of the BANKCFS Bank or Holding Company, or (DE) any material breach of this Agreement by the BANKCFS Bank. Upon the occurrence of any event described in clauses (A), (B), (C), (D) or (DE), above, EXECUTIVE Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty thirty (6030) days prior written notice given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4) calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVEthe Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination of Executive's full-time employment hereunder due to expiration of this Agreement pursuant to Paragraph 2(a); (ii) the termination by the BANK Bank of EXECUTIVEExecutive's full-time employment hereunder for any reason other than a Change in Control, Control as defined in Section Paragraph 5(a) hereof; disability, as defined in Section Paragraph 6(a) hereof; death; retirement, as defined in Section 7 hereof; or Termination for Cause, as defined in Section 8 hereof; (iiiii) EXECUTIVEExecutive's resignation from the BANKBank's employemployment, upon (A) ), unless consented to by EXECUTIVEthe Executive, a material change in EXECUTIVEExecutive's function, duties, or responsibilities, which change would cause EXECUTIVEExecutive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2, above above, (any such material change shall be deemed a continuing breach of this Agreement), ; (B) a relocation of EXECUTIVEExecutive's principal place of employment by more than 35 forty (40) miles from its location at the effective date of this Agreement, or a material reduction in the benefits and perquisites to EXECUTIVE Executive from those being provided as of the effective date of this Agreement, ; (Cc) the liquidation or dissolution of the BANK, Bank; or (D) any material breach of this Agreement by the BANKBank. Upon the occurrence of any event described in clauses (A), (B), (C) ), or (D), above, EXECUTIVE Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice to the Bank given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4) calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVE's the term of employment under this Agreement, the provisions of this Section 4 shall apply; provided, however, that in the event such Event of Termination occurs within 18 months or less following a Change in Control (as defined in Section 5 hereof), Section 5 shall apply instead. As used in this Agreement, an "“Event of Termination" ” shall mean and include any one or more of the following: : (i) the involuntary termination of Executive’s employment hereunder by the BANK of EXECUTIVE's full-time employment hereunder Bank for any reason other than termination governed by Section 5 (in connection with or following a Change in Control), as defined in Section 5(a) hereof; disability6 (due to Disability), as defined in Section 6(a) hereof; death; retirement, as defined in Section 7 hereof; (due to Retirement), or Termination for Cause, as defined in Section 8 hereof(for Just Cause), provided that such termination constitutes a “Separation from Service” within the meaning of Section 409A of the Internal Revenue Code (“Code”); or (ii) EXECUTIVE's Executive’s resignation from the BANK's employBank’s employ upon any of the following, upon (A) unless consented to by EXECUTIVEExecutive: (A) failure to appoint Executive to the position set forth in Section 1, or a material change in EXECUTIVE's Executive’s function, duties, or responsibilities, which change would cause EXECUTIVE's Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof responsibilities described in Sections 1 Section 1, to which Executive has not agreed in writing (and 2, above (any such material change shall be deemed a continuing breach of this AgreementAgreement by the Bank), ; (B) a relocation of EXECUTIVE's Executive’s principal place of employment by to a location that is more than 35 20 miles from its the location at of the effective Bank’s principal executive offices as of the date of this Agreement, or ; (C) a material reduction in the benefits and perquisites perquisites, including Base Salary, to EXECUTIVE Executive from those being provided as of the effective date Effective Date (except for any reduction that is part of this Agreement, a reduction in pay or benefits that is generally applicable to officers or employees of the Bank); (CD) the a liquidation or dissolution of the BANK, or Bank; or (DE) any a material breach of this Agreement by the BANKBank. Upon the occurrence of any event described in clauses clause (A), (B), (Cii) or (D), above, EXECUTIVE Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) 30 days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four (4exceed 90 days) calendar months after the event giving rise to said the right to elect, which termination by Executive shall be an Event of Termination. The Bank shall have 30 days to cure the condition giving rise to the Event of Termination, provided, that the Bank may elect to waive said 30 day period. (b) Upon the occurrence of an Event of Termination, the Bank shall pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, the Base Salary and bonuses that Executive would be entitled to for the remaining unexpired term of the Agreement. For purposes of determining the bonus(es) payable hereunder, the bonus(es) will be deemed to be (i) equal to the highest bonus paid at any time during the prior three years, and (ii) otherwise paid at such time as such bonus would have been paid absent an Event of Termination. Such payments shall be paid within 60 days of the Executive’s termination of employment and shall not be reduced in the event Executive obtains other employment following the Event of Termination. (c) Upon the occurrence of an Event of Termination, the Bank shall pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a lump sum cash payment reasonably estimated to be equal to the present value of the contributions that would have been made on the Executive’s behalf under the Bank’s defined contribution plans (e.g., 401(k) Plan, ESOP, and any other defined contribution plan maintained by the Bank), as if Executive had continued working for the Bank for the remaining unexpired term of the Agreement following such Event of Termination, earning the salary that would have been achieved during such period. The amount payable hereunder shall be paid as soon as reasonably practicable following the occurrence of the Event of Termination but in no event shall be paid later than two and one-half months following the end of the calendar year in which the Event of Termination occurs. (d) Upon the occurrence of an Event of Termination, the Bank shall provide at the Bank’s expense for the remaining unexpired term of the Agreement, nontaxable medical and dental coverage and life insurance coverage substantially comparable, as reasonably available, to the coverage maintained by the Bank for Executive prior to the Event of Termination, except to the extent such coverage may be changed in its application to all Bank employees. (e) For purposes of this Agreement, a “Separation from Service” shall have occurred if the Bank and Executive reasonably anticipate that either no further services will be performed by the Executive after the date of the Event of Termination (whether as an employee or as an independent contractor) or the level of further services performed will not exceed 49% of the average level of bona fide services in the 12 months immediately preceding the Event of Termination. For all purposes hereunder, the definition of Separation from Service shall be interpreted consistent with Treasury Regulation Section 1.409A-1(h)(ii). If Executive is a Specified Employee, as defined in Code Section 409A and any payment to be made under sub-paragraph (b) or (c) of this Section 4 shall be determined to be subject to Code Section 409A, then if required by Code Section 409A, such payment or a portion of such payment (to the minimum extent possible) shall be delayed and shall be paid on the first day of the seventh month following Executive’s Separation from Service.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVE's the term of employment under this Agreement, the provisions of this Section 4 shall apply; provided, however, that in the event an Event of Termination occurs in connection with a Change in Control (as provided for in Section 5), Section 5 shall apply with respect to the determination of severance benefits. As used in this Agreement, an "“Event of Termination" ’’ shall mean and include any one or more of the following: : (i) the involuntary termination of the Executive’s employment by the BANK of EXECUTIVE's full-time employment hereunder Bank for any reason other than termination governed by Section 6 (due to Disability or death), Section 7 (due to Retirement), or Section 8 (for Cause), provided that the termination of employment constitutes a Change in Control, “Separation from Service” (as defined in Section 5(a) hereof4(d)); disability, as defined in Section 6(a) hereof; death; retirement, as defined in Section 7 hereof; or Termination for Cause, as defined in Section 8 hereof; or (ii) EXECUTIVE's the Executive’s resignation from the BANK's employ, Bank’s employ upon any of the following (unless the condition has been previously consented to by the Executive): (A) unless consented the failure to by EXECUTIVE, appoint the Executive to the position(s) set forth in Section 1 or a material change in EXECUTIVE's the Executive’s function, duties, or responsibilities, which change would cause EXECUTIVE's position the Executive’s position(s) to become one of lesser responsibility, importance, or scope from the position position(s) and attributes thereof responsibilities, importance or scope described in Sections Section 1 (and 2, above (any such material change shall be deemed a continuing breach of this AgreementAgreement by the Bank), unless the Executive has agreed to the change in writing; (B) a relocation of EXECUTIVE's the Executive’s principal place of employment by to a location that is more than 35 fifty (50) miles from its the location at of the effective date Bank’s principal executive offices as of this Agreement, or the Effective Date; (C) a material reduction in the benefits and perquisites perquisites, including Base Salary, provided to EXECUTIVE the Executive from those being provided as of the effective date Effective Date (except for any reduction that is part of this Agreement, a reduction in pay or benefits that is generally applicable to officers or employees of the Bank); (CD) the a liquidation or dissolution of the BANK, or Bank; or (DE) any a material breach of this Agreement by the BANKBank. Upon the occurrence of any event described in clauses this clause (Aii), (B), (C) or (D), above, EXECUTIVE the Executive shall have the right to elect to terminate his employment under this Agreement by resignation for “Good Reason” upon not less than sixty thirty (6030) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four exceed ninety (490) calendar months days) after the event giving rise to said the right to electelect occurs. In such a case, the termination of employment by the Executive shall constitute an Event of Termination; provided, however, the Bank shall have thirty (30) days to cure the condition giving rise to the right of the Executive to terminate employment (although the Bank may elect to waive said thirty (30) day period). For the avoidance of doubt, the non-renewal of this Agreement under Section 2(a), without the occurrence of one of the events set forth in this clause (ii), prior to the end of the term of this Agreement, shall not be considered an event that would permit the Executive to resign for Good Reason and receive a severance payment pursuant to the terms of this Agreement. (b) Upon the occurrence of an Event of Termination, the Bank shall pay the Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, the Base Salary and bonuses to which the Executive would have been entitled for the lesser of (i) twenty-four (24) months or (ii) the remaining unexpired term of the Agreement. For purposes of determining the bonus(es) payable that would have been payable hereunder, the bonus(es) will be deemed to be equal to the average annual bonus paid over the prior three years. The payment shall be made in a lump sum on or before the 30th day following the Executive’s termination of employment, unless the payment is due in connection with a termination program involving more than one employee, in which case the payment shall be due within no more than the 60th day following the Executive’s termination of employment, provided the Executive executes and does not revoke the Release (as described below). The payment of severance will not be reduced in the event the Executive obtains other employment following his termination of employment. Notwithstanding the foregoing, the Executive shall not be entitled to any payment or benefits under this Section 4 unless and until the Executive executes a general release of his claims against the Bank, the Company and any affiliate, and their officers, directors, successors and assigns, releasing said persons from any and all claims, rights, demands, causes of action, suits, arbitrations or grievances relating to the employment relationship, including claims under the Age Discrimination in Employment Act, but not including claims for benefits under tax-qualified plans or other benefit plans in which the Executive is vested, claims for benefits required by applicable law or claims with respect to obligations set forth in this Agreement that survive the termination of this Agreement (the “Release”), with any such Release to be in a form prepared or approved by the Bank. (c) Upon the occurrence of an Event of Termination, the Bank shall provide, at the Bank’s expense, until the earlier of for the xxxxx of (i) the remaining unexpired term of the Agreement or (ii) the time at which the Executive receives coverage under another employer’s plan, nontaxable medical and dental coverage substantially comparable and in accordance with its customary co-pay percentages, as reasonably available, to the coverage maintained by the Bank for the Executive and his dependents prior to the Event of Termination, except to the extent the coverage may be changed in its application to all Bank employees and then the coverage provided to the Executive and his dependents shall be commensurate with the changed coverage. Notwithstanding the foregoing, if applicable law prohibits (including, but not limited to, laws prohibiting discriminating in favor of highly compensated employees), or, if participation by the Executive is not permitted under the terms of the applicable health or life insurance plans, or if providing the benefits would subject the Bank to penalties, then the Bank shall pay the Executive a cash lump sum payment reasonably estimated to be equal to the value (or the remaining value) of the non-taxable medical and dental benefits, with the payment made in a lump sum on or before the 30th day following the Executive’s termination of employment, unless the payment is due in connection with a termination program involving more than one employee, in which case the payment shall be due within no more than the 60th day following the Executive’s termination of employment, or if later, the date on which the Bank determines that the insurance coverage (or the remainder of the insurance coverage) cannot be provided for the foregoing reasons, provided the Executive executes and does not revoke the Release. If providing a lump sum cash payment would result in a violation of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), then the cash payment(s) shall be made to the Executive at the time the premiums would otherwise have been paid. (d) For purposes of this Agreement, a “Separation from Service” shall have occurred if the Bank and the Executive reasonably anticipate that either no further services will be performed by the Executive after the date of the Event of Termination (whether as an employee or as an independent contractor) or the level of further services performed will not exceed 49% of the average level of bona fide services in the thirty-six (36) months immediately preceding the Event of Termination. For all purposes hereunder, the definition of Separation from Service shall be interpreted consistent with Treasury Regulation Section 1.409A-1(h)(ii). If the Executive is a “Specified Employee,” as defined in Code Section 409A, and any payment to be made under sub-paragraph (b) or (c) of this Section 4 is determined to be subject to Code Section 409A without any exception, then, if required by Code Section 409A, the payment or a portion of the payment (to the minimum extent possible) shall be delayed and paid on the first day of the seventh (7th) month following the Executive’s Separation from Service.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVEthe Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the BANK Holding Company of EXECUTIVEExecutive's full-time employment hereunder for any reason other than a Change in Control, as defined in termination governed by Section 5(a) hereof; disability, as defined in Section 6(a) hereof; death; retirementor for Cause, as defined in Section 7 hereof; or Termination for Cause, as defined in Section 8 hereof; (ii) EXECUTIVEExecutive's resignation from the BANKHolding Company's employ, upon upon, any (A) failure to elect or reelect or to appoint or reappoint Executive as President and Chief Executive Officer, unless consented to by EXECUTIVEthe Executive, (B) a material change in EXECUTIVEExecutive's function, duties, or responsibilitiesresponsibilities with the Holding Company or its Subsidiaries, which change would cause EXECUTIVEExecutive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2Section 1, above (any such material change shall be deemed a continuing breach of this Agreement)above, unless consented to by the Executive, (BC) a relocation of EXECUTIVEExecutive's principal place of employment by more than 35 25 miles from its location at the effective date of this Agreement, or unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to EXECUTIVE the Executive from those being provided as of the effective date of this Agreement, unless consented to by the Executive, (CE) the a liquidation or dissolution of the BANKHolding Company or the Institution, or (DF) any material breach of this Agreement by the BANKHolding Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D) (E) or (DF), above, EXECUTIVE Executive shall have the right to elect to terminate his her employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4) six full calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVEExecutive's term of employment under this Agreement, the provisions of this Section 4 shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the BANK Holding Company of EXECUTIVEExecutive's full-time employment hereunder for any reason other than a Change in Controlthan, Disability (as defined in Section 5(a) hereof; disability6 of this Agreement), Retirement, (as defined in paragraph (f) of this Section 6(a4), termination governed by Section 5(a) hereof; death; retirementof this Agreement, or Termination for Cause (as defined in Section 7 hereofof this Agreement); or Termination for Cause, as defined in Section 8 hereof; (ii) EXECUTIVEExecutive's resignation from the BANKHolding Company's employ, upon any (A) notice to Executive by the Holding Company of non-renewal of the term of this Agreement, (B) failure to elect or reelect or to appoint or reappoint Executive as Senior Vice President and Chief Financial Officer of the Holding Company, unless consented to by EXECUTIVEExecutive so consents, (C) a material change in EXECUTIVEExecutive's function, duties, or responsibilities, which change would cause EXECUTIVEExecutive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections Section 1 of this Agreement (and 2, above (any such material change shall be deemed a continuing breach of this Agreement), (BD) a relocation of EXECUTIVEExecutive's principal place of employment by more than 35 thirty-five (35) miles from its location at the effective date of this Agreement, or a material reduction in the benefits and perquisites to EXECUTIVE from those being provided as of the effective date of this Agreement, (CE) the liquidation or dissolution of the BANKBank or the Holding Company, or (DF) any material breach of this Agreement by the BANKHolding Company. Upon the occurrence of any event described in clauses (A), (B), (C) or ), (D), (E) or (F), above, EXECUTIVE Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4) calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as defined herein definedbelow) during EXECUTIVEExecutive's term of employment under this Agreement, the provisions of this Section 4 shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the BANK of EXECUTIVEExecutive's full-time employment hereunder under this Agreement by the Bank for any reason other than a Change in Control, as defined in Section 5(a) hereof; disability, as defined in Section 6(a) hereof; death; retirement, as defined in termination governed by Section 7 hereofof this Agreement; or Termination for Cause, as defined in Section 8 hereof; (ii) EXECUTIVEExecutive's resignation from his employment with the BANK's employBank upon, upon any (A) failure to elect or re-elect or to appoint or re-appoint Executive to his position as set forth in Section 1 of this Agreement, unless consented Executive consents to by EXECUTIVEsuch event, a (B) material change in EXECUTIVEExecutive's functionfunctions, duties, or responsibilitiesresponsibilities with the Bank or its subsidiaries, which change would cause EXECUTIVEExecutive's position position(s) to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2scope, above (any unless Executive consents to such material change shall be deemed a continuing breach of this Agreement)event, (BC) a relocation of EXECUTIVEExecutive's principal place of employment by more than 35 __________ (___) miles from its location at the effective date of this AgreementEffective Time, or a unless Executive consents to such event, (D) material reduction in the benefits and perquisites provided to EXECUTIVE Executive from those being provided as of the effective date Effective Time of this Agreement, unless Executive consents to such event, (CE) the liquidation or dissolution of the BANKHolding Company or the Bank, or (DF) any material breach of this Agreement by the BANKBank or the Holding Company. Upon the occurrence of any event described in clauses (A), (B), (C) or ), (D), (E) or (F), above, EXECUTIVE Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty ______ (60___) days prior written notice given within a reasonable period of time not to exceed, except in case of a continuing breach, four _______ (4__) full calendar months after the applicable event giving rise to said Executive's right to electelect to terminate his employment.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVE's the term of employment under this Agreement, the provisions of this Section 4 shall apply; provided, however, that in the event such Event of Termination occurs within eighteen (18) months following a Change in Control (as defined in Section 5 hereof), Section 5 shall apply instead. As used in this Agreement, an "“Event of Termination" ” shall mean and include any one or more of the following: : (i) the involuntary termination of Executive’s employment hereunder by the BANK of EXECUTIVE's full-time employment hereunder Bank for any reason other than termination governed by Section 5 (in connection with or following a Change in Control), as defined in Section 5(a) hereof; disability6 (due to Disability or death), as defined in Section 6(a) hereof; death; retirement, as defined in Section 7 hereof; (due to Retirement), or Termination Section 8 (for Cause), as defined in provided that such termination constitutes a “Separation from Service” within the meaning of Section 8 hereof409A of the Internal Revenue Code (“Code”); or (ii) EXECUTIVE's Executive’s resignation from the BANK's employBank’s employ upon any of the following, upon (A) unless consented to by EXECUTIVEExecutive: (A) failure to appoint Executive to the position set forth in Section 1, or a material change in EXECUTIVE's Executive’s function, duties, or responsibilities, which change would cause EXECUTIVE's Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof responsibilities described in Sections 1 Section 1, to which Executive has not agreed in writing (and 2, above (any such material change shall be deemed a continuing breach of this AgreementAgreement by the Bank), ; (B) a relocation of EXECUTIVE's Executive’s principal place of employment by to a location that is more than 35 20 miles from its the location at of the effective Bank’s principal executive offices as of the date of this Agreement, or ; (C) a material reduction in the benefits and perquisites perquisites, including Base Salary, to EXECUTIVE Executive from those being provided as of the effective date Effective Date (except for any reduction that is part of this Agreement, a reduction in pay or benefits that is generally applicable to officers or employees of the Bank); (CD) the a liquidation or dissolution of the BANK, or Bank; or (DE) any a material breach of this Agreement by the BANKBank. Upon the occurrence of any event described in clauses clause (A), (B), (Cii) or (D), above, EXECUTIVE Executive shall have the right to elect to terminate his employment under this Agreement by resignation for “Good Reason” upon not less than sixty thirty (6030) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four exceed ninety (490) calendar months days) after the event giving rise to said the right to elect, which termination by Executive shall be an Event of Termination. The Bank shall have thirty (30) days to cure the condition giving rise to the Event of Termination, provided that the Bank may elect to waive said thirty (30) day period. (b) Upon the occurrence of an Event of Termination, the Bank shall pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay the Base Salary and bonuses that Executive would be entitled to for the remaining unexpired term of the Agreement. For purposes of determining the bonus(es) payable hereunder, the bonus(es) will be deemed to be (i) equal to the highest bonus paid at any time during the prior three years, and (ii) otherwise paid at such time as such bonus would have been paid absent an Event of Termination. Such payments shall be paid in a lump sum within ten (10) days of the Executive’s Separation from Service (within the meaning of Section 409A of the Code) and shall not be reduced in the event Executive obtains other employment following the Event of Termination. Notwithstanding the foregoing, Executive shall not be entitled to any payments or benefits under this Section 4 unless and until Executive executes a release of his claims against the Bank, the Company and any affiliate, and their officers, directors, successors and assigns, releasing said persons from any and all claims, rights, demands, causes of action, suits, arbitrations or grievances relating to the employment relationship, including claims under the Age Discrimination in Employment Act, but not including claims for benefits under tax-qualified plans or other benefit plans in which Executive is vested, claims for benefits required by applicable law or claims with respect to obligations set forth in this Agreement that survive the termination of this Agreement. (c) Upon the occurrence of an Event of Termination, the Bank shall pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a lump sum cash payment reasonably estimated to be equal to the present value of the contributions that would have been made on the Executive’s behalf under the Bank’s defined contribution plans (e.g., 401(k) Plan, ESOP, and any other defined contribution plan maintained by the Bank), as if Executive had continued working for the Bank for the remaining unexpired term of the Agreement following such Event of Termination, earning the salary that would have been achieved during such period. Such payments shall be paid in a lump sum within ten (10) days of the Executive’s Separation from Service and shall not be reduced in the event Executive obtains other employment following the Event of Termination. (d) Upon the occurrence of an Event of Termination, the Bank shall provide, at the Bank’s expense, for the remaining unexpired term of the Agreement, nontaxable medical and dental coverage and life insurance coverage substantially comparable, as reasonably available, to the coverage maintained by the Bank for Executive prior to the Event of Termination, except to the extent such coverage may be changed in its application to all Bank employees. (e) For purposes of this Agreement, a “Separation from Service” shall have occurred if the Bank and Executive reasonably anticipate that either no further services will be performed by the Executive after the date of the Event of Termination (whether as an employee or as an independent contractor) or the level of further services performed will not exceed 49% of the average level of bona fide services in the 12 months immediately preceding the Event of Termination. For all purposes hereunder, the definition of Separation from Service shall be interpreted consistent with Treasury Regulation Section 1.409A-1(h)(ii). If Executive is a Specified Employee, as defined in Code Section 409A and any payment to be made under sub-paragraph (b) or (c) of this Section 4 shall be determined to be subject to Code Section 409A, then if required by Code Section 409A, such payment or a portion of such payment (to the minimum extent possible) shall be delayed and shall be paid on the first day of the seventh month following Executive’s Separation from Service.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVEthe Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the BANK Company of EXECUTIVEExecutive's full-time employment hereunder for any reason other than a Change in Control, as defined in termination governed by Section 5(a) hereof; disability, as defined in Section 6(a) hereof; death; retirementor for Cause, as defined in Section 7 hereof; or Termination for Cause, as defined in Section 8 hereof; (ii) EXECUTIVEExecutive's resignation from the BANKCompany's employ, upon any (A) failure to elect or reelect or to appoint or reappoint Executive as President and Chief Executive Officer of the Company, unless consented to by EXECUTIVEthe Executive, (B) a material change in EXECUTIVEExecutive's function, duties, or responsibilitiesresponsibilities with the Company and its Subsidiaries, which change would cause EXECUTIVEExecutive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2Section 1, above (any such material change shall be deemed a continuing breach of this Agreement)above, unless consented to by the Executive, (BC) a relocation of EXECUTIVEExecutive's principal place of employment by more than 35 fifty (50) miles from its location at the effective date of this Agreement, or unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to EXECUTIVE the Executive from those being provided as of the effective date of this Agreement, unless consented to by the Executive, provided, however, that the Company may materially reduce benefits and perquisites generally provided on a nondiscriminatory basis to all employees without incurring the payments pursuant to the provisions of this Section, (CE) the a liquidation or dissolution of the BANKCompany or the Institution, or (DF) any material breach of this Agreement by the BANKCompany. Upon the occurrence of any event described in clauses (A), (B), (C) or ), (D), (E) or (F), above, EXECUTIVE Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4) six full calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVE's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the BANK COMPANY of EXECUTIVE's full-time employment hereunder for any reason other than a Change in Control, as defined in Section 5(a) hereof; disability, as defined in Section 6(a) hereof; death; retirement, as defined in Section 7 hereof; or Termination for Cause, as defined in Section 8 hereof; (ii) EXECUTIVE's resignation from the BANKCOMPANY's employ, upon (A) unless consented to by EXECUTIVE, a material change in EXECUTIVE's function, duties, or responsibilities, which change would cause EXECUTIVE's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2, above (any such material change shall be deemed a continuing breach of this Agreement), (B) a relocation of EXECUTIVE's principal place of employment by more than 35 miles from its location at the effective date of this Agreement, or a material reduction in the benefits and perquisites to EXECUTIVE from those being provided as of the effective date of this Agreement, (C) the liquidation or dissolution of the BANKCOMPANY, or (D) any material breach of this Agreement by the BANKCOMPANY. Upon the occurrence of any event described in clauses (A), (B), (C) or (D), above, EXECUTIVE shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4) calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVEthe Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "“Event of Termination" ” shall mean and include any one or more of the following: (i) the termination by the BANK Bank or the Company of EXECUTIVEExecutive's full-time employment hereunder for any reason other than a Change in Control, (A) termination for Cause (as defined in Section 5(a8 hereof), (B) hereof; disability, as defined in Section 6(a) hereof; death; retirement, upon Retirement (as defined in Section 7 hereof; ), or Termination (C) for Cause, Disability (as defined set forth in Section 8 6 hereof); (ii) EXECUTIVEExecutive's resignation from the BANKBank's employ, upon employ following (A) unless consented any failure to by EXECUTIVEelect or reelect or to appoint or reappoint Executive to the Executive Position, (B) a material change in EXECUTIVEExecutive's function, duties, or responsibilities, which change would cause EXECUTIVEExecutive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections Section 1 above, to which Executive has not agreed in writing (and 2, above (any such material change shall be deemed a continuing breach of this Agreement), (BC) a relocation of EXECUTIVEExecutive's principal place of employment by to a location more than 35 30 miles from its location at outside the effective date City of this AgreementWooster, or a material reduction in the benefits and perquisites perquisites, including Base Salary, to EXECUTIVE the Executive from those being provided as of the effective date of this AgreementAgreement (except for any reduction that is part of an employee-wide reduction in pay or benefits), (CD) the a liquidation or dissolution of the BANKBank or the Company, or (DE) any material breach of this Agreement by the BANKBank; and (iii) the event specified in Section 4(b) hereof. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D) or (D), E) above, EXECUTIVE Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty thirty (6030) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four (4calendar months) calendar months after the event giving rise to said right to elect, which termination by Executive shall be an Event of Termination. No payments or benefits shall be due to Executive under this Agreement upon the termination of Executive's employment except as provided in Xxxxxxxx 0, 0, 0 xx 0 xxxxxx. (x) As used in this Agreement, an Event of Termination shall also mean and include Executive's involuntary termination or voluntary resignation from the Bank's employ on the effective date of, or at any time following, a Change in Control during the term of this

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. The provisions of this Section shall in all respects be subject to the terms and conditions stated in Sections 7 and 14. (a) Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVE's the Executive’s term of employment under this Agreement, the provisions of this Section 4 shall apply. As used in this Agreement, an "“Event of Termination" ” shall mean and include any one or more of the following: (i) the termination by the BANK Company of EXECUTIVE's full-time Executive’s employment hereunder for any reason reason, including, without limitation, the Company’s failure to renew this Agreement, other than a termination following a Change in Control, Control (as defined in Section 5(a) hereof; disability) within the term of this Agreement, upon Retirement (as defined in Section 6(a) 6 hereof; death; retirement), upon death or Disability (as defined in Section 6 hereof), or for Cause (as defined in Section 7 hereof); or Termination for Cause, as defined in Section 8 hereof; and (ii) EXECUTIVE's Executive’s resignation from the BANK's Company’s employ, upon (A) any failure to elect or reelect or to appoint or reappoint Executive as President, (B) unless consented to by EXECUTIVEthe Executive, a material change in EXECUTIVE's Executive’s function, duties, or responsibilities, which change would cause EXECUTIVE's Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 Section 1, above, (and 2, above (any such material change shall be deemed a continuing breach of this Agreement), (BC) a relocation of EXECUTIVE's Executive’s principal place of employment by more than 35 30 miles from its location at the effective date of this Agreement, or a material reduction in the benefits and perquisites to EXECUTIVE the Executive from those being provided as of the effective date of this Agreement, (C) the liquidation or dissolution of the BANK, or (D) any material breach of this Agreement by the BANKCompany (a “resignation for Good Reason”); provided in each case that (i) the Executive gives written notice to the Company within a reasonable period following the occurrence of the change (or if earlier, within ten (10) days following written notice from the Company of a proposed change) that Executive does not consent to such change, and (B) the Company fails to eliminate such change within thirty (30) days of its receipt of such notice. Notwithstanding any other provision of this Section 4(a) to the contrary, no Event of Termination shall be deemed to have occurred unless the Executive also has Separated from Service with the Company, as defined in Exhibit A, in accordance with Internal Revenue Code Section 409A and the regulations promulgated thereunder (“Section 409A”). (b) Subject to Section 10 hereof, upon the occurrence of an Event of Termination, the Company shall be obligated to pay Executive, as severance pay or liquidated damages, or both, an amount equal to the sum of (i) twelve (12) months of the Executive’s Base Salary at the time of the occurrence of the Event of Termination plus (ii) the average of the annual bonus amount paid to Executive for the three (3) prior years. Such payment shall be made in one lump sum on the date that is six (6) months after the date of Executive’s Separation from Service; provided, however, that in the event that, at the time of such Separation from Service, Executive is not a “specified employee” of the Company within the meaning of Section 409A(a)(2)(B)(i) or the Company does not have a class of stock that is publicly traded on an established securities market or otherwise, and a six-month delay in payment of benefits is not otherwise required by Section 409A, then such payment shall be made in twelve (12) equal monthly installments during the twelve (12) months following such Separation from Service. (c) Upon the occurrence of an Event of Termination, the Company will cause to be continued life, medical, dental and disability coverage (to the extent available and effected in AMENDED AND RESTATED EMPLOYMENT AGREEMENT XXXXXX X. XXXXXXXX compliance with Section 409A) substantially identical to the coverage maintained by the Company for Executive prior to his termination for twelve (12) months. (d) Upon the occurrence of an Event of Termination, the Executive will be entitled to receive vested benefits due him under or contributed by the Company on his behalf pursuant to any event described in clauses retirement, incentive, profit sharing, bonus, performance, disability (A), (B), (Cif coverage is available under the Company’s current policy) or other employee benefit plans maintained by the Company on the Executive’s behalf to the extent provided for by the terms and conditions of the applicable plan documents and to the extent that such benefits are not otherwise paid to Executive under a separate provision of this Agreement. (D)e) Upon the occurrence of an Event of Termination, above, EXECUTIVE shall have any unexercised Incentive Equity granted to the right Executive pursuant to elect to terminate his employment under Section 3(c) of this Agreement shall immediately vest and be immediately exercisable and free from any right of repurchase upon the Executive’s receipt of the Notice of Termination (as defined below) relating to such Event of Termination, and any stock options held by resignation upon not less than sixty Executive shall remain exercisable for a period of one hundred twenty (60120) days prior written notice given within a reasonable period of time not to exceedthereafter, except after which (unless otherwise provided in case of a continuing breach, four (4the Incentive Equity agreement) calendar months after the event giving rise to said right to electthey shall terminate.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. The provisions of this Section shall in all respects be subject to the terms and conditions stated in Sections 7 and 14. (a) Upon The provisions of this Section shall apply upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVEthe Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: : (i) the The termination by the BANK Company of EXECUTIVEExecutive's full-time employment hereunder for any reason other than a Change in Control(A) Disability or Retirement, as defined in Section 5(a5 below, or (B) hereof; disability, Termination for Cause as defined in Section 6(a) hereof6 below; death; retirement, as defined in Section 7 hereof; or Termination for Cause, as defined in Section 8 hereof; or (ii) EXECUTIVEUpon formation of Internet Bank, and for as long as Internet Bank remains a majority-owned subsidiary of BBI, the failure to reappoint Executive as a director of the Internet Bank; (iii) Executive's resignation from the BANK's employ, Company upon any (A) unless consented failure to by EXECUTIVEelect or reelect or to appoint or reappoint Executive as Vice President of BBI, a and upon its formation, as Executive Vice President and Chief Operating Officer of the Internet Bank, (B) material change in EXECUTIVEExecutive's function, duties, or responsibilities, which change would cause EXECUTIVEExecutive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2Section 1, above above, (any such material change shall be deemed a continuing breach of this Agreement), (BC) a relocation of EXECUTIVEExecutive's principal place of employment by more than 35 50 miles from its location at the effective date of this Agreement, or a material reduction in the benefits and perquisites to EXECUTIVE the Executive from those being provided as of the effective date of this Agreement, , (CD) the liquidation or dissolution of the BANKInternet Bank other than liquidations or dissolutions that are caused by reorganizations that do not affect the status of Executive, or or (DE) any material breach of this Agreement by the BANKCompany. Upon the occurrence of any event described in clauses (iii) (A), (B), (C), (D) or (DE), above, EXECUTIVE Executive shall have the right to elect to terminate his her employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within a reasonable period of time not to exceed, except in case of a continuing breach, exceed four (4) calendar months after the initial event giving rise to said right to elect. Notwithstanding the preceding sentence, in the event of a continuing breach of this Agreement by the Company, the Executive, after giving due notice within the prescribed time frame of an initial event specified above, shall not waive any of her rights under this Agreement and this Section 4 solely by virtue of the fact that Executive has submitted her resignation but has remained in the employment of the Company or the Internet Bank, as applicable, and is engaged in good faith discussions to resolve any occurrence of an event described in clauses (A), (B), (C), (D) or (E) above. (iv) Executive's involuntary termination or voluntary resignation from the Company's employ on the effective date of, or at any time following a Change in Control during the term of this Agreement. For these purposes, a Change in Control shall mean a change in control of a nature that: (i) would be required to be reported in response to Item 1(a) of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx"); or (ii) results in a Change in Control of BBI or the Internet Bank within the meaning of the Bank Holding Company Act of 1956, as amended, and applicable rules and regulations promulgated thereunder, as in effect at the time of the Change in Control (collectively, the "BHCA"); or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (a) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of BBI or the Internet Bank representing 25% or more of the combined voting power of BBI's or the Internet Bank's outstanding securities except for any securities purchased by BBI's or the Internet Bank's employee stock ownership plan or trust; or (b) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of BBI or the Internet Bank or similar transaction in which BBI or the Internet Bank is not the surviving institution occurs; or (c) a tender offer is made for 25% or more of the voting securities of BBI or the Internet Bank and the shareholders owning beneficially or of record 25% or more of the outstanding securities of BBI or the Internet Bank have tendered or offered to sell their shares pursuant to such tender offer and such tendered shares have been accepted by the tender offeror. Notwithstanding anything in this subsection (a)(iv) to the contrary, a change in control shall not be deemed to have occurred in the event of a conversion of BBI's or the Internet Bank's mutual holding company to stock form, or in connection with any reorganization used to effect such a conversion. (b) Upon the occurrence of an Event of Termination described in Sections 4(a) (i) through (iii), on the Date of Termination, as defined in Section 7, the Company shall pay Executive, or, in the event of her subsequent death, her beneficiary or beneficiaries, or her estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to the Base Salary due to Executive for the remaining term of the Agreement. Upon the occurrence of an Event of Termination under Section 4(a)(iv), on the Date of Termination, the Company shall pay Executive, or, in the event of her subsequent death, her beneficiary or beneficiaries, or her estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to three (3) times Base Salary. At the election of the Executive, which election is to be made on an annual basis during the month of January, and which election is irrevocable for the year in which made and upon the occurrence of an Event of Termination, any payments shall be made in a lump sum or paid monthly during the remaining term of this Agreement following the Executive's termination. In the event that no election is made, payment to the Executive will be made on a monthly basis during the remaining term of this Agreement. Such payments shall not be reduced in the event the Executive obtains other employment following termination of employment. (c) Upon the occurrence of an Event of Termination described in Section 4(a) (i) through (iii), the Company will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the Internet Bank for Executive prior to her termination for the remaining term of the Agreement to the extent such coverage is available for former employees under the terms of the Internet Bank's group coverage. Upon the occurrence of an Event of Termination described in Section 4(a)(iv), the Company will cause such coverage to be continued for 24 months from the Date of Termination provided such coverage is available. (d) Notwithstanding the preceding paragraphs of this Section 4, in the event that: (i) the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") would be deemed to include an "excess parachute payment" under Section 280G of the Code or any successor thereto, and (ii) if such Termination Benefits were reduced to an amount (the "Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to the total amount of payments permissible under Section 280G of the Code or any successor thereto, then the Termination Benefits to be paid to Executive shall be so reduced so as to be a Non-Triggering Amount.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. The provisions of this Section shall in all respects be subject to the terms and conditions stated in Sections 7 and 15. (a) Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVEthe Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the BANK Bank of EXECUTIVEExecutive's full-time employment hereunder for any reason other than a Change in Control, as defined in Section 5(a) hereof; disability, upon Retirement, as defined in Section 6(a) hereof; death; retirement6 hereof or for Cause, as defined in Section 7 hereof; or Termination for Cause, as defined in Section 8 hereof; (ii) EXECUTIVEExecutive's resignation from the BANKBank's employ, upon any (A) failure to elect or reelect or to appoint or reappoint Executive as President and Chief ExecutiveOfficer, unless consented to by EXECUTIVEthe Executive, a (B) material change in EXECUTIVEExecutive's functionfunctions, duties, or responsibilities, which change would cause EXECUTIVEExecutive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 Section 1, above, (and 2, above (any such material change shall be deemed a continuing breach of this Agreement), (BC) a relocation of EXECUTIVEExecutive's principal place of employment by more than 35 30 miles from its location at the effective date of this Agreement, or a material reduction in the benefits and perquisites to EXECUTIVE the Executive from those being provided as of the effective date of this Agreement, (CD) the liquidation or dissolution of the BANKBank , or (DE) any material breach of this Agreement by the BANKBank. Upon the occurrence of any event described in clauses (A), (B), (C), (D) or (DE), above, EXECUTIVE Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4) calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVE's Executive’s term of employment under this Agreement, the provisions of this Section 5 shall apply. As used in this Agreement, an "“Event of Termination" ” shall mean and include any one or more of the following: : (i) the termination by the BANK Bank of EXECUTIVE's Executive’s full-time employment hereunder for any reason other than a Change in Control, as defined in termination governed by Section 5(a6 (Termination for Just Cause) hereof; disability, as defined in Section 6(a) hereof; death; retirement, as defined in or termination governed by Section 7 hereof; or (Termination for Cause, as defined in Section 8 hereofDisability or Death); or (ii) EXECUTIVE's Executive’s resignation from the BANK's employ, upon Bank’s employ for any of the following reasons (each of which shall be deemed a “Good Reason”): (A) unless consented the failure to by EXECUTIVE, elect or reelect or to appoint or reappoint Executive to the position set forth under Section 1 (without Executive’s consent); (B) a material change in EXECUTIVE's functionExecutive’s functions, duties, or responsibilitiesresponsibilities with the Bank, which change would cause EXECUTIVE's Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2Section 1, above above; (any such material change shall be deemed a continuing breach of this Agreement), (BC) a relocation of EXECUTIVE's Executive’s principal place of employment by more than 35 30 miles from its location the corporate office located at the effective date of this Agreement000 Xxxx Xxxxxx, or Xxxxxxxxxx, Xxx Xxxxxx; (D) a material reduction in the benefits and perquisites to EXECUTIVE Executive from those being provided as of the effective date Effective Date of this Agreement, other than a reduction that is part of a Bank-wide reduction in pay or benefits; (CE) the a liquidation or dissolution of the BANKCompany or the Bank, other than a liquidation or dissolution that is caused by a reorganization that does not affect the status of the Executive; or (DF) any a material breach of this Agreement by the BANKBank. Upon the occurrence of any event described in clauses (A), (B), (C) or ), (D), (E) or (F), above, EXECUTIVE Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice Notice of Termination, as defined in Section 9(a), given within a reasonable period of time not to exceed, except in case of a continuing breach, four ninety (490) calendar months days after the event giving rise to said right to elect. Thereafter, the Bank shall have thirty (30) days to cure the Good Reason, which period may be waived by the Bank. If the Bank cures, the Executive’s right to resign and receive a payment shall be eliminated. Notwithstanding the preceding, in the event of a continuing breach of this Agreement by the Bank, Executive, after giving due notice within the prescribed time frame of an initial event specified above, shall not waive any of his rights under this Agreement and this Section solely by virtue of the fact that Executive has submitted his resignation, provided Executive has remained in the employment of the Bank and is engaged in good faith discussions to resolve any occurrence of an event described in clauses (A), (B), (C), (D) or (F) above. (iii) Executive’s resignation for Good Reason or Executive’s involuntary termination of employment by the Bank on the effective date of, or at any time following, a Change in Control of the Bank or the Company during the term of this Agreement, provided that in the case of Executive’s resignation for Good Reason, the Executive provides a Notice of Termination and follows the procedures set forth in Section 5(a)(ii) above. For these purposes, a Change in Control of the Bank or the Company shall mean a change in control of a nature that: (i) would be required to be reported in response to Item 5.01 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”); or (ii) without limitation such a Change in Control shall be deemed to have occurred at such time as (a) any “person” (as the term is used in Sections 13(d) and 14(d) of the Exchange Act), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of Company’s outstanding securities except for any securities purchased by the Bank’s employee stock ownership plan or trust; or (b) individuals who constitute the Board of Directors of the Company on the date hereof (the “Incumbent Board”) cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least a majority of the directors shall be, for purposes of this clause (b), considered as though he were a member of the Incumbent Board; or (c) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Bank or the Company or similar transaction in which the Bank or Company is not the surviving institution occurs; or (d) a proxy statement is distributed soliciting proxies from stockholders of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or similar transaction with one or more corporations or financial institutions, and as a result of such proxy solicitation, a plan of reorganization, merger, consolidation or similar transaction involving the Company is approved by the requisite vote of the Company’s stockholders; or (e) a tender offer is made for 25% or more of the voting securities of the Company and the shareholders owning beneficially or of record 25% or more of the outstanding securities of the Company have tendered or offered to sell their shares pursuant to such tender offer and such tendered shares have been accepted by the tender offeror. (b) Upon the occurrence of an Event of Termination, on the Date of Termination, as defined in Section 9(b), the Bank shall be obligated to pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, an amount equal to the sum of: (i) his earned but unpaid salary as of the date of his termination of employment with the Bank; (ii) the benefits, if any, to which he is entitled as a former employee under the employee benefit plans and programs and compensation plans and programs maintained for the benefit of the Bank’s or Company’s officers and employees; (iii) the remaining payments that Executive would have earned, in accordance with Sections 3(a) and 3(b), if he had continued his employment with the Bank for a thirty-six (36) month period following his termination of employment, and had earned a bonus and/or incentive award in each year equal in amount to the average bonus and/or incentive award earned by him over the three calendar years preceding the year in which the termination occurs in the case of a termination pursuant to Section 5(a)(i) or 5(a)(ii), or the highest annual bonus and/or incentive award earned by him in any of the three calendar years preceding the year in which the termination occurs in the case of a termination pursuant to Section 5(a)(iii); and the annual contributions or payments that would have been made on Executive’s behalf to any employee benefit plans of the Bank or the Company as if Executive had continued his employment with the Bank for a thirty-six (36) month period following his termination of employment, based on contributions or payments made (on an annualized basis) at the Date of Termination. Any payments hereunder shall be made in a lump sum within thirty (30) days after the Date of Termination, or in the event Executive is a Specified Employee (within the meaning of Treasury Regulations §1.409A-1(i)), and to the extent necessary to avoid penalties under Code Section 409A, no payment shall be made to Executive prior to the first day of the seventh month following Executive’s Date of Termination. Such payments shall not be reduced in the event Executive obtains other employment following termination of employment. (c) Upon the occurrence of an Event of Termination, the Bank will cause to be continued life insurance and non-taxable, medical and dental and disability coverage substantially identical to the coverage maintained by the Bank for Executive and his family prior to Executive’s termination. Such coverage shall continue at the Bank’s expense for a period of thirty-six (36) months from the Date of Termination. If the Bank cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, would subject the Bank or Executive to penalties, then the Bank shall pay the Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits. Such cash lump sum payment shall be made within thirty (30) days after the Date of Termination, (or if later, the date on which it is determined that providing such benefits would subject the Bank or Executive to penalties, or in the event Executive is a Specified Employee (with the meaning of Treasury Regulation Section 1.409A-1(i)), and to the extent necessary to avoid penalties under Code Section 409A, no payment shall be made to Executive prior to the first day of the seventh month following Executive’s Date of Termination. (d) Notwithstanding anything herein to the contrary, in no event shall the aggregate payments or benefits to be made or afforded to Executive under this Agreement, either as a stand-alone benefit or when aggregated with other payments to, or for the benefit of Executive, constitute an “excess parachute payment” under Code Section 280G, or any successor thereto, and in order to avoid such a result, Executive’s benefits hereunder shall be reduced, if necessary, to an amount, the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive’s “base amount,” as determined in accordance with Code Section 280G. The allocation of the reduction required hereby shall be determined by Executive, provided, however, that if it is determined that such election by Executive shall be in violation of Code Section 409A, the allocation of the required reduction shall be pro-rata. (e) For purposes of Section 5, an “Event of Termination” as used herein shall mean “Separation from Service” as defined in Code Section 409A and the Treasury Regulations promulgated thereunder, provided, however, that the Bank and Executive reasonably anticipate that the level of bona fide services Executive would perform after termination would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding 36-month period. (f) Any payments or benefits payable as a result of an Event of Termination under Sections 5(a)(i) or 5(a)(ii) shall be contingent on Executive’s execution and non-revocation of a release (the “Release”), satisfactory to the Bank and the Company, of all claims that Executive or any of Executive’s affiliates or beneficiaries may have against the Bank, the Company or any affiliate, and their officers, directors, successors and assigns, releasing said persons from any and all claims, rights, demands, causes of action, suits, arbitrations or grievances relating to Executive’s employment relationship, including claims under the Age Discrimination in Employment Act (“ADEA”), but not including claims for benefits under tax-qualified plans or other benefit plans in which Executive is vested, claims for benefits required by applicable law or claims with respect to obligations set forth in this Agreement that survive the termination of this Agreement. In order to comply with the requirements of Section 409A of the Code and the ADEA, the Release must be provided to Executive no later than the date of his Separation from Service and Executive, the Company and the Bank must execute the Release within twenty-one (21) days after the date of termination without subsequent revocation by Executive within seven (7) days after execution of the Release. (g) Executive may voluntarily terminate his employment during the term of this Agreement (other than for Good Reason) upon at least ninety (90) days prior written notice to the Board of Directors of the Bank. In its discretion, the Board of Directors may accelerate Executive’s termination date. Upon Executive’s voluntary termination, he will receive only his compensation and vested rights and benefits to the date of his termination. Following his voluntary termination of employment under this Section 5(f), Executive will be subject to the requirements and restrictions set forth in Sections 11(a) and 11(c) of this Agreement.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVE's the term of employment under this Agreement, the provisions of this Section 4 shall apply; provided, however, that in the event an Event of Termination occurs in connection with a Change in Control (as provided for in Section 5), Section 5 shall apply with respect to the determination of severance benefits. As used in this Agreement, an "“Event of Termination" ’’ shall mean and include any one or more of the following: : (i) the involuntary termination of the Executive’s employment by the BANK of EXECUTIVE's full-time employment hereunder Bank for any reason other than termination governed by Section 6 (due to Disability or death), Section 7 (due to Retirement), or Section 8 (for Cause), provided that the termination of employment constitutes a Change in Control, “Separation from Service” (as defined in Section 5(a) hereof4(d)); disability, as defined in Section 6(a) hereof; death; retirement, as defined in Section 7 hereof; or Termination for Cause, as defined in Section 8 hereof; or (ii) EXECUTIVE's the Executive’s resignation from the BANK's employ, Bank’s employ upon any of the following (unless the condition has been previously consented to by the Executive): (A) unless consented the failure to by EXECUTIVE, appoint the Executive to the position(s) set forth in Section 1 or a material change in EXECUTIVE's the Executive’s function, duties, or responsibilities, which change would cause EXECUTIVE's position the Executive’s position(s) to become one of lesser responsibility, importance, or scope from the position position(s) and attributes thereof responsibilities, importance or scope described in Sections Section 1 (and 2, above (any such material change shall be deemed a continuing breach of this AgreementAgreement by the Bank), unless the Executive has agreed to the change in writing; (B) a relocation of EXECUTIVE's the Executive’s principal place of employment by to a location that is more than 35 fifty (50) miles from its the location at of the effective date Bank’s principal executive offices as of this Agreement, or the Effective Date; (C) a material reduction in the benefits and perquisites perquisites, including Base Salary, provided to EXECUTIVE the Executive from those being provided as of the effective date Effective Date (except for any reduction that is part of this Agreement, a reduction in pay or benefits that is generally applicable to officers or employees of the Bank); (CD) the a liquidation or dissolution of the BANK, or Bank; or (DE) any a material breach of this Agreement by the BANKBank. Upon the occurrence of any event described in clauses this clause (Aii), (B), (C) or (D), above, EXECUTIVE the Executive shall have the right to elect to terminate his employment under this Agreement by resignation for “Good Reason” upon not less than sixty thirty (6030) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four exceed ninety (490) calendar months days) after the event giving rise to said the right to electelect occurs. In such a case, the termination of employment by the Executive shall constitute an Event of Termination; provided, however, the Bank shall have thirty (30) days to cure the condition giving rise to the right of the Executive to terminate employment (although the Bank may elect to waive said thirty (30) day period). For the avoidance of doubt, the non-renewal of this Agreement under Section 2(a), without the occurrence of one of the events set forth in this clause (ii), prior to the end of the term of this Agreement, shall not be considered an event that would permit the Executive to resign for Good Reason and receive a severance payment pursuant to the terms of this Agreement. (b) Upon the occurrence of an Event of Termination, the Bank shall pay the Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, the Base Salary and bonuses to which the Executive would have been entitled for the lesser of (i) twenty-four (24) months or (ii) the remaining unexpired term of the Agreement. For purposes of determining the bonus(es) payable that would have been payable hereunder, the bonus(es) will be deemed to be equal to the average annual bonus paid over the prior three years. The payment shall be made in a lump sum on or before the 30th day following the Executive’s termination of employment, unless the payment is due in connection with a termination program involving more than one employee, in which case the payment shall be due within no more than the 60th day following the Executive’s termination of employment, provided the Executive executes and does not revoke the Release (as described below). The payment of severance will not be reduced in the event the Executive obtains other employment following his termination of employment. Notwithstanding the foregoing, the Executive shall not be entitled to any payment or benefits under this Section 4 unless and until the Executive executes a general release of his claims against the Bank, the Company and any affiliate, and their officers, directors, successors and assigns, releasing said persons from any and all claims, rights, demands, causes of action, suits, arbitrations or grievances relating to the employment relationship, including claims under the Age Discrimination in Employment Act, but not including claims for benefits under tax-qualified plans or other benefit plans in which the Executive is vested, claims for benefits required by applicable law or claims with respect to obligations set forth in this Agreement that survive the termination of this Agreement (the “Release”), with any such Release to be in a form prepared or approved by the Bank. (c) Upon the occurrence of an Event of Termination, the Bank shall provide, at the Bank’s expense, until the earlier of for the lesser of (i) the remaining unexpired term of the Agreement or (ii) the time at which the Executive receives coverage under another employer’s plan, nontaxable medical and dental coverage substantially comparable and in accordance with its customary co-pay percentages, as reasonably available, to the coverage maintained by the Bank for the Executive and his dependents prior to the Event of Termination, except to the extent the coverage may be changed in its application to all Bank employees and then the coverage provided to the Executive and his dependents shall be commensurate with the changed coverage. Notwithstanding the foregoing, if applicable law prohibits (including, but not limited to, laws prohibiting discriminating in favor of highly compensated employees), or, if participation by the Executive is not permitted under the terms of the applicable health or life insurance plans, or if providing the benefits would subject the Bank to penalties, then the Bank shall pay the Executive a cash lump sum payment reasonably estimated to be equal to the value (or the remaining value) of the non-taxable medical and dental benefits, with the payment made in a lump sum on or before the 30th day following the Executive’s termination of employment, unless the payment is due in connection with a termination program involving more than one employee, in which case the payment shall be due within no more than the 60th day following the Executive’s termination of employment, or if later, the date on which the Bank determines that the insurance coverage (or the remainder of the insurance coverage) cannot be provided for the foregoing reasons, provided the Executive executes and does not revoke the Release. If providing a lump sum cash payment would result in a violation of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), then the cash payment(s) shall be made to the Executive at the time the premiums would otherwise have been paid. (d) For purposes of this Agreement, a “Separation from Service” shall have occurred if the Bank and the Executive reasonably anticipate that either no further services will be performed by the Executive after the date of the Event of Termination (whether as an employee or as an independent contractor) or the level of further services performed will not exceed 49% of the average level of bona fide services in the thirty-six (36) months immediately preceding the Event of Termination. For all purposes hereunder, the definition of Separation from Service shall be interpreted consistent with Treasury Regulation Section 1.409A-1(h)(ii). If the Executive is a “Specified Employee,” as defined in Code Section 409A, and any payment to be made under sub-paragraph (b) or (c) of this Section 4 is determined to be subject to Code Section 409A without any exception, then, if required by Code Section 409A, the payment or a portion of the payment (to the minimum extent possible) shall be delayed and paid on the first day of the seventh (7th) month following the Executive’s Separation from Service.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVEthe Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the BANK Company or the Bank of EXECUTIVEExecutive's full-time employment hereunder for any reason other than a Change in Control, as defined in Section 5(a) hereof; disability, as defined in Section 6(a) hereof; death; retirement, as defined in Section 7 hereof; or Termination for Cause, as defined in Section 8 hereof; (ii) EXECUTIVEExecutive's resignation from the BANKBank's employ, upon (A) unless consented to by EXECUTIVEthe Executive, a material change in EXECUTIVEExecutive's function, duties, or responsibilities, which change would cause EXECUTIVEExecutive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2, above (any such material change shall be deemed a continuing breach of this Agreement)) , (B) a relocation of EXECUTIVEExecutive's principal place of employment by more than 35 miles from its location at the effective date of this Agreement, or a material reduction in the benefits and perquisites to EXECUTIVE the Executive from those being provided as of the effective date of this Agreement, (C) the liquidation or dissolution of the BANKBank, or (D) any material breach of this Agreement by the BANKBank. Upon the occurrence of any event described in clauses (A), (B)) , (C) , or (D), above, EXECUTIVE Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4) calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVEthe Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the BANK Bank or the Holding Company of EXECUTIVEExecutive's full-time employment hereunder for any reason other than a Change in Control, as defined in termination governed by Section 5(a) hereof; disability, as defined in Section 6(a) hereof; death; retirement, as defined in Section 7 hereof; or Termination for Cause, as defined in Section 8 7 hereof; (ii) EXECUTIVEunless consented to by the Executive, Executive's resignation from the BANKBank's employ, employ upon any (A) unless consented failure to by EXECUTIVEelect or reelect or to appoint or reappoint Executive as President, Chief Executive Officer and Director, (B) a material change in EXECUTIVEExecutive's function, duties, or responsibilities, which change would cause EXECUTIVEExecutive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2Section 1, above (any such material change shall be deemed a continuing breach of this Agreement)above, (BC) a relocation of EXECUTIVEExecutive's principal place of employment by more than 35 25 miles from its location at the effective date of this Agreement, or (D) a material reduction in the benefits and perquisites to EXECUTIVE the Executive from those being provided as of the effective date of this Agreement, or (CE) the a liquidation or dissolution of the BANKBank or Holding Company, or (DF) any material breach of this Agreement by the BANKBank. Upon the occurrence of any event described in clauses (A), (B), (C) or ), (D), (E) or (F), above, EXECUTIVE Executive shall have the right to elect to terminate his her employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4) calendar six full months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVE's ’s term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "“Event of Termination" ” shall mean and include any one or more of the following: ; (i) the termination by the BANK of EXECUTIVE's ’s full-time employment hereunder for any reason other than a Change (except termination for cause as defined in ControlSection 7 hereof): disability, as defined in Section 5(a) hereof; disability, as defined in Section 6(a) hereof; death; resignation or retirement, as defined in Section 7 6 hereof; or Termination for Cause, as defined in Section 8 hereof; (ii) EXECUTIVE's ’s resignation from the BANK's ’s employ, upon (A) unless consented to by EXECUTIVE, a material change in EXECUTIVE's ’s function, duties, or responsibilities, which change would cause EXECUTIVE's ’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2, above (any such material change shall be deemed a continuing breach of this Agreement), (B) unless consented to by EXECUTIVE, a relocation of EXECUTIVE's ’s principal place of employment by more than 35 50 miles from its location at the effective date of this Agreement, or or, without EXECUTIVE’s consent, a material reduction in the benefits and perquisites to EXECUTIVE from those being provided as of the effective date of this Agreement, (C) the liquidation or dissolution of the BANK, or (D) any material breach of this Agreement by the BANK. Upon the occurrence of any event described in clauses (A), (B), (C) ), or (D), above, EXECUTIVE shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4) calendar months after the event giving rise to said such right to elect. (b) Upon the occurrence of an Event of Termination, as described in Section 4(a) hereof, the BANK shall pay EXECUTIVE, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to the payments due to EXECUTIVE for the remaining term of the Agreement, including Base Salary (of not less than one year if an Event of Termination occurs with a term of less than one year remaining under this Agreement), bonuses, and any other cash or deferred compensation paid or to be paid (including the value of employer contributions that would have been made on EXECUTIVE’s behalf over the remaining term of the agreement to any tax-qualified retirement plan sponsored by the BANK as of the Date of Termination) to EXECUTIVE for the term of the Agreement provided, however, that if the BANK is not in compliance with its minimum capital requirements or if such payments would cause the BANK’s capital to be reduced below its minimum capital requirements, such payments shall be deferred until such time as the BANK is in capital compliance. All payments made pursuant to this Section 4(b) shall be paid in substantially equal monthly installments over the remaining term of this Agreement following EXECUTIVE’s termination; provided, however, that if the remaining term of the Agreement is less than one (1) year (determined as of EXECUTIVE’s Date of Termination), such payments and benefits shall be paid to EXECUTIVE in a lump sum within thirty (30) days of the Date of Termination. (c) Upon the occurrence of an Event of Termination, the BANK will continue to pay life, medical, and disability insurance having substantially identical coverage to that maintained by the BANK for EXECUTIVE prior to his termination. Such coverage shall cease upon the expiration of the remaining term of this agreement unless the remaining term is less than one year in which case the remaining term shall be deemed a one year term.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVE's the Executive’s term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "“Event of Termination" ” shall mean and include any one or more of the following: (i) the termination by the BANK Holding Company of EXECUTIVE's Executive’s full-time employment hereunder for any reason other than a Change in Control, as defined in termination governed by Section 5(a) hereof; disability, as defined in Section 6(a) hereof; death; retirement, as defined in Section 7 hereof; or Termination for Cause, as defined in Section 8 7 hereof; (ii) EXECUTIVE's Executive’s resignation from the BANK's employ, Holding Company’s employ upon (A) any failure to elect or reelect or to appoint or reappoint Executive as President and Chief Executive Officer, unless consented to by EXECUTIVEthe Executive, (B) a material change in EXECUTIVE's Executive’s function, duties, or responsibilitiesresponsibilities with the Holding Company or its Subsidiaries, which change would cause EXECUTIVE's Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2Section 1, above (any such material change shall be deemed a continuing breach of this Agreement)above, unless consented to by the Executive, (BC) a relocation of EXECUTIVE's Executive’s principal place of employment by more than 35 50 miles from its location at the effective date of this Agreement, or unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to EXECUTIVE the Executive from those being provided as of the effective date of this Agreement, unless consented to by the Executive, (CE) the a liquidation or dissolution of the BANKHolding Company or the Institution, or (DF) any material breach of this Agreement by the BANKHolding Company. Upon the occurrence of any event described in clauses (A), (B), (C) or ), (D), (E) or (F), above, EXECUTIVE Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice. Such election to terminate shall be deemed to be an involuntary termination provided that (i) the Executive provides notice given to the Holding Company of the existence of one of the conditions described above within ninety days of the initial existence of the condition and the Holding Company shall be provided with a reasonable period of time thirty days during which it may remedy the condition and not pay the payment provided in part (b) below or provide the coverage provided in part (c) below, and (ii) the Date of Termination is within two years of the initial existence of the condition. (b) Upon the occurrence of an Event of Termination, on the Date of Termination, as defined in Section 8, the Holding Company shall be obligated to exceedpay Executive, except or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a sum equal to the sum of: (i) the amount of the remaining payments that the Executive would have earned if he had continued his employment with the Holding Company and the Institution during the remaining term of this Agreement at the Executive’s Base Salary at the Date of Termination; and (ii) the amount equal to the annual contributions that would have been made on Executive’s behalf to any employee benefit plans of the Institution or the Holding Company during the remaining term of this Agreement based on contributions made (on an annualized basis) at the Date of Termination. Such payments shall be made in a continuing breachlump sum (i) on the first payroll pay date following Executive’s Date of Termination, four or (4ii) calendar on the first payroll pay date following the date that is six months after the Date of Termination if, on the Date of Termination, Executive is a Specified Employee as defined in Internal Revenue Code Section 409A, and such Code Section and the associated regulations so require. Such payments shall not be reduced in the event giving rise the Executive obtains other employment following termination of employment. (c) Upon the occurrence of an Event of Termination, the Holding Company will cause to said right be continued life, medical and dental coverage substantially equivalent to electthe coverage maintained by the Holding Company or its Subsidiaries for Executive prior to his termination at no premium cost to the Executive. Such coverage shall cease upon the expiration of the remaining term of this Agreement.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVE's Executive’s term of employment under this Agreement, the provisions of this Section 4 shall apply. As used in this Agreement, an "“Event of Termination" ” shall mean and include any one or more of the following: : (i) the termination by the BANK Bank of EXECUTIVE's Executive’s full-time employment hereunder for any reason other than a Change in Control, as defined in termination governed by Section 5(a) hereof; disability, as defined in Section 6(a) hereof; death; retirement, as defined in Section 7 hereof; or 5 (Termination for Just Cause, as defined in ) or termination governed by Section 8 hereof6 (termination due to Disability or death); or (ii) EXECUTIVE's Executive’s resignation from the BANK's employ, upon Bank’s employ for any of the following reasons: (A) unless consented the failure to by EXECUTIVE, appoint or reappoint Executive to the position set forth under Section 1; (B) a material change in EXECUTIVE's functionExecutive’s functions, duties, or responsibilitiesresponsibilities with the Bank, which change would cause EXECUTIVE's Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2, above Section 1; (any such material change shall be deemed a continuing breach of this Agreement), (BC) a relocation of EXECUTIVE's Executive’s principal place of employment by more than 35 thirty (30) miles from its location at the effective date Effective Date of this Agreement, or ; (D) a material reduction in the benefits and perquisites to EXECUTIVE Executive from those being provided as of the effective date later of the Effective Date or any subsequent Anniversary Date of this Agreement, other than an employee-wide reduction in pay or benefits; (CE) the a liquidation or dissolution of the BANK, Company or the Bank; or (DF) any a material breach of this Agreement by the BANKBank. Upon the occurrence of any event described in clauses (A), (B), (C) or ), (D), (E) or (F), above, EXECUTIVE Executive shall have the right to elect to terminate his her employment under this Agreement by resignation upon not less than sixty thirty (6030) days prior written notice Notice of Termination, as defined in Section 9(a), given within a reasonable period of time not to exceed, except in case of a continuing breach, four ninety (490) calendar months days after the event giving rise to said right to elect. Notwithstanding the preceding sentence, in the event of a continuing breach of this Agreement by the Bank, Executive, after giving due notice within the prescribed time frame of an initial event specified above, shall not waive any of her rights under this Agreement and this Section solely by virtue of the fact that Executive has submitted her resignation, provided Executive has remained in the employment of the Bank and is engaged in good faith discussions to resolve any occurrence of an event described in clauses (A), (B), (C), (D) or (F) above. The Bank shall have at least thirty (30) days to remedy any condition set forth in clause (ii)(A) through (F), provided, however, that the Bank shall be entitled to waive such period and make an immediate payment hereunder. (iii) (A) Executive’s involuntary termination by the Bank or the Company (or any successor thereto) on the effective date of, or at any time following, a Change in Control, or (B) Executive’s resignation from the employment with the Bank or the Company (or any successor thereto) following a Change in Control as a result of any event described in Section 4(a)(ii)(A), (B), (C), (D), or (F) above. For these purposes, a “Change in Control” shall mean a change in control of the Bank or the Company of a nature that: (i) would be required to be reported in response to Item 5.01 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”); or (ii) without limitation such a Change in Control shall be deemed to have occurred at such time as (a) any “person” (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of Company’s outstanding securities except for any securities purchased by the Bank’s employee stock ownership plan or trust; or (b) individuals who constitute the Board of Directors of the Company on the date hereof (the “Incumbent Board”) cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least a majority of the directors of the Board, shall be, for purposes of this clause (b), considered as though he or she were a member of the Incumbent Board; or (c) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Bank or the Company or similar transaction in which the Bank or Company is not the surviving institution occurs. (b) Upon the occurrence of an Event of Termination under Sections 4(a) (i) or (ii), on the Date of Termination, as defined in Section 9(b), the Bank shall be obligated to pay Executive, or, in the event of her subsequent death, her beneficiary or beneficiaries, or her estate, as the case may be, as severance pay or liquidated damages, or both, an amount equal to the sum of: (i) her earned but unpaid salary as of the date of her termination of employment with the Bank; (ii) the benefits, if any, to which she is entitled as a former employee under the employee benefit plans and programs and compensation plans and programs maintained for the benefit of the Bank or Company’s officers and employees; (iii) the remaining payments that Executive would have earned, in accordance with Sections 3(a) and 3(b), if she had continued her employment with the Bank for twelve (12) full months following such Event of Termination, and had earned the maximum bonus or incentive award in each calendar year that ends during such term; and (iv) the annual contributions or payments that would have been made on Executive’s behalf to any employee benefit plans of the Bank as if Executive had continued her employment with the Bank for twelve (12) full months following such Event of Termination, based on contributions or payments made (on an annualized basis) at the Date of Termination. Any payments hereunder shall be made in a lump sum within thirty (30) days after the Date of Termination. . Notwithstanding the foregoing, in the event Executive is a Specified Employee (within the meaning of Treasury Regulations §1.409A-1(i)), then, to the extent necessary to avoid penalties under Code Section 409A, no payment shall be made to Executive prior to the first day of the seventh month following the Date of Termination in excess of the “permitted amount” under Code Section 409A. For these purposes, the “permitted amount” shall be an amount that does not exceed two times the lesser of: (i) the sum of Executive’s annualized compensation based upon the annual rate of pay for services provided to the Bank for the calendar year preceding the year in which occurs the Date of Termination or (ii) the maximum amount that may be taken into account under a tax-qualified plan pursuant to Code Section 401(a)(17) for the calendar year in which occurs the Date of Termination. Payment of the “permitted amount” shall be made within thirty (30) days following the Date of Termination. Any payment in excess of the permitted amount shall be made to Executive on the first day of the seventh month following the Date of Termination. Such payments shall not be reduced in the event Executive obtains other employment following termination of employment. (c) Upon the occurrence of an Event of Termination under Section 4(a)(iii), on the Date of Termination, as defined in Section 9(b), the Bank shall be obligated to pay Executive, or, in the event of her subsequent death, her beneficiary or beneficiaries, or her estate, as the case may be, as severance pay or liquidated damages, or both, an amount equal to the sum of: (i) her earned but unpaid salary as of the date of her termination of employment with the Bank; (ii) the benefits, if any, to which she is entitled as a former employee under the employee benefit plans and programs and compensation plans and programs maintained for the benefit of the Bank or Company’s officers and employees; (iii) the remaining payments that Executive would have earned, in accordance with Sections 3(a) and 3(b), if she had continued her employment with the Bank for an eighteen (18) month period following such Event of Termination, and had earned the maximum bonus or incentive award in each calendar year that ends during such term; and (iv) the annual contributions or payments that would have been made on Executive’s behalf to any employee benefit plans of the Bank or the Company as if Executive had continued her employment with the Bank for an eighteen (18) month period following such Event of Termination, based on contributions or payments made (on an annualized basis) at the Date of Termination. Any payments hereunder shall be made in a lump sum within thirty (30) days after the Date of Termination. Notwithstanding the foregoing, in the event Executive is a Specified Employee (within the meaning of Treasury Regulations §1.409A-1(i)), then, to the extent necessary to avoid penalties under Code Section 409A, no payment shall be made to Executive prior to the first day of the seventh month following the Date of Termination in excess of the “permitted amount” under Code Section 409A. For these purposes, the “permitted amount” shall be an amount that does not exceed two times the lesser of: (i) the sum of Executive’s annualized compensation based upon the annual rate of pay for services provided to the Bank for the calendar year preceding the year in which occurs the Date of Termination or (ii) the maximum amount that may be taken into account under a tax-qualified plan pursuant to Code Section 401(a)(17) for the calendar year in which occurs the Date of Termination. Payment of the “permitted amount” shall be made within thirty (30) days following the Date of Termination. Any payment in excess of the permitted amount shall be made to Executive on the first day of the seventh month following the Date of Termination. Such payments shall not be reduced in the event Executive obtains other employment following termination of employment. (d) To the extent required under applicable law, upon the occurrence of an Event of Termination, the Bank will cause to be continued life insurance and non-taxable medical coverage substantially identical to the coverage maintained by the Bank for Executive and her family prior to Executive’s termination. (e) Notwithstanding anything in this Agreement to the contrary, in no event shall the aggregate payments or benefits to be made or afforded to Executive under this Section constitute an “excess parachute payment” under Code Section 280G or any successor thereto, and in order to avoid such a result, Executive’s benefits hereunder shall be reduced, if necessary, to an amount, the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive’s “base amount,” as determined in accordance with Code Section 280G. The allocation of the reduction required hereby shall be determined by Executive, provided, however, that if it is determined that such election by Executive shall be in violation of Code Section 409A, the allocation of the required reduction shall be pro-rata. (f) For purposes of Section 4, Event of Termination shall be construed to require a “Separation from Service” as defined in Code Section 409A and the Treasury Regulations promulgated thereunder. The Bank and Executive reasonably anticipate that the level of bona fide services Executive would perform, if any, after termination would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding 36-month period.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVE's the term of employment under this Agreement, the provisions of this Section 4 shall apply; provided, however, that in the event such Event of Termination occurs within 18 months or less following a Change in Control (as defined in Section 5 hereof), Section 5 shall apply instead. As used in this Agreement, an "“Event of Termination" ” shall mean and include any one or more of the following: : (i) the involuntary termination of Executive’s employment hereunder by the BANK of EXECUTIVE's full-time employment hereunder Bank for any reason other than termination governed by Section 5 (in connection with or following a Change in Control), as defined in Section 5(a) hereof; disability6 (due to Disability), as defined in Section 6(a) hereof; death; retirement, as defined in Section 7 hereof; (due to Retirement), or Termination for Cause, as defined in Section 8 hereof(for Just Cause), provided that such termination constitutes a “Separation from Service” within the meaning of Section 409A of the Internal Revenue Code (“Code”); or (ii) EXECUTIVE's Executive’s resignation from the BANK's employBank’s employ upon any of the following, upon (A) unless consented to by EXECUTIVEExecutive: (A) failure to appoint Executive to the position set forth in Section 1, or a material change in EXECUTIVE's Executive’s function, duties, or responsibilities, which change would cause EXECUTIVE's Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof responsibilities described in Sections 1 Section 1, to which Executive has not agreed in writing (and 2, above (any such material change shall be deemed a continuing breach of this AgreementAgreement by the Bank), ; (B) a relocation of EXECUTIVE's Executive’s principal place of employment by to a location that is more than 35 20 miles from its the location at of the effective Bank’s principal executive offices as of the date of this Agreement, or ; (C) a material reduction in the benefits and perquisites perquisites, including Base Salary, to EXECUTIVE Executive from those being provided as of the effective date Effective Date (except for any reduction that is part of this Agreement, a reduction in pay or benefits that is generally applicable to officers or employees of the Bank); (CD) the a liquidation or dissolution of the BANK, or Bank; or (DE) any a material breach of this Agreement by the BANKBank. Upon the occurrence of any event described in clauses clause (A), (B), (Cii) or (D), above, EXECUTIVE Executive shall have the right to elect to terminate his her employment under this Agreement by resignation upon not less than sixty (60) 30 days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four (4exceed 90 days) calendar months after the event giving rise to said the right to elect, which termination by Executive shall be an Event of Termination. The Bank shall have 30 days to cure the condition giving rise to the Event of Termination, provided, that the Bank may elect to waive said 30 day period. (b) Upon the occurrence of an Event of Termination, the Bank shall pay Executive, or, in the event of her subsequent death, her beneficiary or beneficiaries, or her estate, as the case may be, as severance pay or liquidated damages, or both, the Base Salary and bonuses that Executive would be entitled to for the remaining unexpired term of the Agreement. For purposes of determining the bonus(es) payable hereunder, the bonus(es) will be deemed to be (i) equal to the highest bonus paid at any time during the prior three years, and (ii) otherwise paid at such time as such bonus would have been paid absent an Event of Termination. Such payments shall be paid within 60 days of the Executive’s termination of employment and shall not be reduced in the event Executive obtains other employment following the Event of Termination. (c) Upon the occurrence of an Event of Termination, the Bank shall pay Executive, or in the event of her subsequent death, her beneficiary or beneficiaries, or her estate, as the case may be, a lump sum cash payment reasonably estimated to be equal to the present value of the contributions that would have been made on the Executive’s behalf under the Bank’s defined contribution plans (e.g., 401(k) Plan, ESOP, and any other defined contribution plan maintained by the Bank), as if Executive had continued working for the Bank for the remaining unexpired term of the Agreement following such Event of Termination, earning the salary that would have been achieved during such period. The amount payable hereunder shall be paid as soon as reasonably practicable following the occurrence of the Event of Termination but in no event shall be paid later than two and one-half months following the end of the calendar year in which the Event of Termination occurs. (d) Upon the occurrence of an Event of Termination, the Bank shall provide at the Bank’s expense for the remaining unexpired term of the Agreement, nontaxable medical and dental coverage and life insurance coverage substantially comparable, as reasonably available, to the coverage maintained by the Bank for Executive prior to the Event of Termination, except to the extent such coverage may be changed in its application to all Bank employees. (e) For purposes of this Agreement, a “Separation from Service” shall have occurred if the Bank and Executive reasonably anticipate that either no further services will be performed by the Executive after the date of the Event of Termination (whether as an employee or as an independent contractor) or the level of further services performed will not exceed 49% of the average level of bona fide services in the 12 months immediately preceding the Event of Termination. For all purposes hereunder, the definition of Separation from Service shall be interpreted consistent with Treasury Regulation Section 1.409A-1(h)(ii). If Executive is a Specified Employee, as defined in Code Section 409A and any payment to be made under sub-paragraph (b) or (c) of this Section 4 shall be determined to be subject to Code Section 409A, then if required by Code Section 409A, such payment or a portion of such payment (to the minimum extent possible) shall be delayed and shall be paid on the first day of the seventh month following Executive’s Separation from Service.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVEthe Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the BANK Bank of EXECUTIVEExecutive's full-time employment hereunder for any reason other than a Change in Control, as defined in Section 5(a) hereof; disability, as defined in Section 6(a7(a) hereof; death; retirement, as defined in Section 7 8 hereof; or Termination for Cause, as defined in Section 8 9 hereof; (ii) EXECUTIVEExecutive's resignation from the BANKBank's employ, upon (A) unless consented to by EXECUTIVEthe Executive, a material change in EXECUTIVEExecutive's function, duties, or responsibilities, which change would cause EXECUTIVEExecutive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 l and 2, above (any such material change shall be deemed a continuing breach of this Agreement), (B) a relocation of EXECUTIVEExecutive's principal place of employment by more than 35 30 miles from its location at the effective date of this Agreement, or a material reduction in the benefits and perquisites to EXECUTIVE the Executive from those being provided as of the effective date of this Agreement, (C) the liquidation or dissolution of the BANKBank, or (D) any material breach of this Agreement by the BANKBank. Upon the occurrence of any event described in clauses (A), (B), (C) ), or (D), above, EXECUTIVE Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4) calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVEthe Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the BANK Association of EXECUTIVEExecutive's full-time employment hereunder for any reason other than a Change in Control, as defined in Section 5(a) hereof; disability, as defined in Section 6(a) hereof; death; retirement, as defined in Section 7 hereof; or Termination for Cause, as defined in Section 8 hereof; (ii) EXECUTIVEExecutive's resignation from the BANKAssociation's employ, upon (A) unless consented to by EXECUTIVEthe Executive, a material change in EXECUTIVEExecutive's function, duties, or responsibilities, which change would cause EXECUTIVEExecutive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2, above above, (any such material change shall be deemed a continuing breach of this Agreement), (B) a relocation of EXECUTIVEExecutive's principal place of employment by more than 35 miles from its location at the effective date of this Agreement, or a material reduction in the benefits and perquisites to EXECUTIVE Executive from those being provided as of the effective date of this Agreement, (C) the liquidation or dissolution of the BANKAssociation, or (D) any material breach of this Agreement by the BANKAssociation. Upon the occurrence of any event described in clauses (A), (B), (C) ), or (D), above, EXECUTIVE Executive shall have the right to elect to terminate his her employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4) calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVE's the term of employment under this Agreement, the provisions of this Section 4 shall apply; provided, however, that in the event such Event of Termination occurs within eighteen (18) months following a Change in Control (as defined in Section 5 hereof), Section 5 shall apply instead. As used in this Agreement, an "“Event of Termination" ’’ shall mean and include any one or more of the following: : (i) the involuntary termination of Executive’s employment hereunder by the BANK of EXECUTIVE's full-time employment hereunder Bank for any reason other than termination governed by Section 5 (in connection with or following a Change in Control), as defined in Section 5(a) hereof; disability6 (due to Disability or death), as defined in Section 6(a) hereof; death; retirement, as defined in Section 7 hereof; (due to Retirement), or Termination Section 8 (for Cause), as defined in provided that such termination constitutes a “Separation from Service” within the meaning of Section 8 hereof409A of the Internal Revenue Code (“Code”); or (ii) EXECUTIVE's Executive’s resignation from the BANK's employBank’s employ upon any of the following, upon (A) unless consented to by EXECUTIVEExecutive: (A) failure to appoint Executive to the position set forth in Section 1, or a material change in EXECUTIVE's Executive’s function, duties, or responsibilities, which change would cause EXECUTIVE's Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof responsibilities described in Sections 1 Section 1, to which Executive has not agreed in writing (and 2, above (any such material change shall be deemed a continuing breach of this AgreementAgreement by the Bank), ; (B) failure to elect Executive to the Board of the Company, the MHC and the Bank or a removal without cause from any such board; (C) a relocation of EXECUTIVE's Executive’s principal place of employment by to a location that is more than 35 thirty (30) miles from its the location at of the effective Bank’s principal executive offices as of the date of this Agreement, or ; (D) a material reduction in the benefits and perquisites perquisites, including Base Salary, to EXECUTIVE Executive from those being provided as of the effective date Effective Date (except for any reduction that is part of this Agreement, a reduction in pay or benefits that is generally applicable to officers or employees of the Bank); (CE) the a liquidation or dissolution of the BANK, or Bank; or (DF) any a material breach of this Agreement by the BANKBank. Upon the occurrence of any event described in clauses clause (A), (B), (Cii) or (D), above, EXECUTIVE Executive shall have the right to elect to terminate his employment under this Agreement by resignation for “Good Reason” upon not less than sixty thirty (6030) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four exceed ninety (490) calendar months days) after the event giving rise to said the right to elect, which termination by Executive shall be an Event of Termination. The Bank shall have thirty (30) days to cure the condition giving rise to the Event of Termination, provided that the Bank may elect to waive said thirty (30) day period. (b) Upon the occurrence of an Event of Termination, the Bank shall pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, the Base Salary and bonuses that Executive would be entitled to for the remaining unexpired term of the Agreement. For purposes of determining the bonus(es) payable hereunder, the bonus(es) will be deemed to be (i) equal to the highest bonus paid at any time during the prior three years, and (ii) otherwise paid at such time as such bonus would have been paid absent an Event of Termination. Such payments shall be paid in a lump sum on the 30th day following the Executive’s Separation from Service (within the meaning of Section 409A of the Code) and shall not be reduced in the event Executive obtains other employment following the Event of Termination. Notwithstanding the foregoing, Executive shall not be entitled to any payments or benefits under this Section 4 unless and until (i) Executive executes a release of his claims against the Bank, the Company and any affiliate, and their officers, directors, successors and assigns, releasing said persons from any and all claims, rights, demands, causes of action, suits, arbitrations or grievances relating to the employment relationship, including claims under the Age Discrimination in Employment Act, but not including claims for benefits under tax-qualified plans or other benefit plans in which Executive is vested, claims for benefits required by applicable law or claims with respect to obligations set forth in this Agreement that survive the termination of this Agreement (the “Release”), and (ii) the payments and benefits shall begin on the 30th day following the date of the Executive’s Separation from Service, provided that before that date, the Executive has signed (and not revoked) the Release and the Release is irrevocable under the time period set forth under applicable law. (c) Upon the occurrence of an Event of Termination, the Bank shall pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a lump sum cash payment reasonably estimated to be equal to the present value of the contributions that would have been made on the Executive’s behalf under the Bank’s defined contribution plans (e.g., 401(k) Plan, ESOP, and any other defined contribution plan maintained by the Bank), as if Executive had continued working for the Bank for the remaining unexpired term of the Agreement following such Event of Termination, earning the salary that would have been achieved during such period. Such payments shall be paid in a lump sum within thirty (30) days of the Executive’s Separation from Service and shall not be reduced in the event Executive obtains other employment following the Event of Termination. (d) Upon the occurrence of an Event of Termination, the Bank shall provide, at the Bank’s expense, for the remaining unexpired term of the Agreement, nontaxable medical and dental coverage and life insurance coverage substantially comparable, as reasonably available, to the coverage maintained by the Bank for Executive prior to the Event of Termination, except to the extent such coverage may be changed in its application to all Bank employees. Notwithstanding the foregoing, if applicable law (including, but not limited to, laws prohibiting discriminating in favor of highly compensated employees), or, if participation by the Executive is not permitted under the terms of the applicable health plans, or if providing such benefits would subject the Bank to penalties, then the Bank shall pay the Executive a cash lump sum payment reasonably estimated to be equal to the cost of such non-taxable medical and dental benefits, with such payment to be made by lump sum within thirty (30) business days of the Date of Termination, or if later, the date on which the Bank determines that such insurance coverage (or the remainder of such insurance coverage) cannot be provided for the foregoing reasons. (e) For purposes of this Agreement, a “Separation from Service” shall have occurred if the Bank and Executive reasonably anticipate that either no further services will be performed by the Executive after the date of the Event of Termination (whether as an employee or as an independent contractor) or the level of further services performed will not exceed 49% of the average level of bona fide services in the 12 months immediately preceding the Event of Termination. For all purposes hereunder, the definition of Separation from Service shall be interpreted consistent with Treasury Regulation Section 1.409A-1(h)(ii). If Executive is a Specified Employee, as defined in Code Section 409A and any payment to be made under sub-paragraph (b) or (c) of this Section 4 shall be determined to be subject to Code Section 409A, then if required by Code Section 409A, such payment or a portion of such payment (to the minimum extent possible) shall be delayed and shall be paid on the first day of the seventh month following Executive’s Separation from Service.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein therein defined) during EXECUTIVE's the Executive’s term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "“Event of Termination" ” shall mean and include any one or more of the following: (i) the termination by the BANK of EXECUTIVE's Executive’s full-time employment hereunder thereunder due to expiration of this Agreement pursuant to Paragraph 2(a); (ii) the termination by the Bank of Executive’s full-time employment thereunder for any reason other than a Change in Control, Control as defined in Section Paragraph 5(a) hereofthereof or for Cause as defined in Paragraph 8 thereof; disability, as defined in Section Paragraph 6(a) hereofthereof; death; retirement, as defined in Section Paragraph 7 hereof; or Termination for Cause, as defined in Section 8 hereofthereof; (iiiii) EXECUTIVE's Executive’s resignation from the BANK's employBank’s employment, upon (A) unless consented to by EXECUTIVEthe Executive, a material change in EXECUTIVE's Executive’s function, duties, or responsibilities, which change would cause EXECUTIVE's Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections Paragraphs 1 and 2, 2 above (any such material change shall be deemed a continuing breach of this Agreement), ; (B) a relocation of EXECUTIVE's principal place of employment by more than 35 miles from its location at the effective date of this Agreement, or a material reduction in the benefits and perquisites to EXECUTIVE Executive from those being provided as of the effective date of this Agreement, ; (C) the liquidation or dissolution of the BANK, Bank; or (D) any material breach of this Agreement by the BANKBank. Upon the occurrence of any event described in clauses (A), (B), (C) ), or (D), ) above, EXECUTIVE Executive shall have the right to elect to terminate his her employment under this Agreement by resignation upon not less than sixty (60) days prior written notice to the Bank given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4) calendar months after the event giving rise to said right to elect. (b) Upon the occurrence of an Event of Termination, the Bank shall pay Executive, or, in the event of her subsequent death, her beneficiary or beneficiaries, or her estate, as the case may be, as severance pay or liquidated damages, or both, a lump sum payment equal to twelve (12) months’ Base Salary. (c) Upon the occurrence of an Event of Termination, the Bank will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the Bank for Executive prior to her termination for a period of twelve (12) months at the Bank’s expense. A COBRA notice will issue upon the Date of Termination. Any COBRA-mandated coverage extensions beyond the first twelve (12) months will be at the option of the Executive and paid for by her as provided by law unless she has secured other coverage from another source extinguishing her coverage rights.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon The provisions of this Section shall apply upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVE's the Executive’s term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "“Event of Termination" ” shall mean and include any one or more of the following: : (i) the termination by the BANK Employer of EXECUTIVE's the Executive’s full-time employment hereunder for any reason other than (A) Disability as defined in Section 5 below, or (B) Termination for Just Cause as defined in Section 6 hereof; or (ii) the Executive’s resignation from the Employer’s employ, upon any of the following (“Good Reason”): (A) reduction in the Executive=s Base Salary or a reduction in the benefits and perquisites to the Executive from those being provided as of the Effective Date of this Agreement, provided, however, that a reduction in benefits or perquisites that is broad based and affects substantially all executives of the Employer shall not be deemed an Event of Termination hereunder unless such reduction in benefits or perquisites occurs coincident with or following a Change in Control, as defined in Section 5(a; (B) hereof; disability, as defined in Section 6(a) hereof; death; retirement, as defined in Section 7 hereof; or Termination for Cause, as defined in Section 8 hereof; (ii) EXECUTIVE's resignation from the BANK's employ, upon (A) unless consented to by EXECUTIVE, a material change in EXECUTIVE's the Executive’s function, duties, or responsibilities, which change would cause EXECUTIVE's the Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2Section 1, above above; (any such material change shall be deemed a continuing breach of this Agreement), (BC) a relocation of EXECUTIVE's the Executive=s principal place of employment by more than 35 thirty (30) miles from its location at as of the effective date Effective Date of this Agreement, or a material reduction in the benefits and perquisites to EXECUTIVE from those being provided as of the effective date of this Agreement, ; (CD) the liquidation or dissolution of the BANK, Bank or the Company other than liquidations or dissolutions that are caused by reorganizations that do not affect the status of the Executive; or (DE) any material breach of this Agreement by the BANKBank or the Company. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D) or (D), E) above, EXECUTIVE the Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty thirty (6030) days prior written notice given within a reasonable period of time not to exceed, except in case of a continuing breach, four exceed ninety (490) calendar months days after the initial event giving rise to said right to elect. Notwithstanding the preceding sentence, in the event of a continuing breach of this Agreement by the Bank or the Company, the Executive, after giving due notice within the prescribed time frame of an initial event specified above, shall not waive any of his rights solely under this Agreement and this Section 4 by virtue of the fact that the Executive has submitted his resignation but has remained in the employment of the Bank or the Company and is engaged in good faith discussions to resolve any occurrence of an event described in clauses (ii) (A), (B), (C), (D) or (E) above. The Employer shall have at least thirty (30) days to remedy any condition set forth in clause (ii) (A) through (E), provided, however, that the Employer shall be entitled to waive such period and make an immediate payment hereunder. (iii) the Executive=s involuntary termination of employment without Just Cause or voluntary resignation for Good Reason as described above from the Employer’s employ on the effective date of, or within twenty-four (24) months following, a Change in Control during the term of this Agreement. For these purposes, a Change in Control of the Bank or the Company shall mean a change in control of a nature that: (A) would be required to be reported in response to Item 5.01 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”); or (B) results in a Change in Control of the Bank or the Company within the meaning of the Home Owners’ Loan Act, as amended, and applicable rules and regulations promulgated thereunder, as in effect at the time of the Change in Control (collectively, the “HOLA”); or (C) without limitation such a Change in Control shall be deemed to have occurred at such time as: (1) any “person” (as the term is used in Sections 13(d) and 14(d) of the Exchange Act), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of the Company’s outstanding securities except for any securities purchased by the Bank’s employee stock ownership plan or trust; or (2) individuals who constitute the Board of Directors on the date hereof (the “Incumbent Board”) cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Company’s stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes of this clause (b), considered as though he were a member of the Incumbent Board; or (3) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Bank or the Company or similar transaction in which the Bank or Company is not the surviving institution occurs; or (4) a proxy statement soliciting proxies from stockholders of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or similar transaction with one or more corporations or financial institutions, and as a result of such proxy solicitation, a plan of reorganization, merger consolidation or similar transaction involving the Company is approved by the Company=s Board of Directors or the requisite vote of the Company=s stockholders; or (5) a tender offer is made for 25% or more of the voting securities of the Company and the shareholders owning beneficially or of record 25% or more of the outstanding securities of the Company have tendered or offered to sell their shares pursuant to such tender offer and such tendered shares have been accepted by the tender offeror. (b) Upon the occurrence of an Event of Termination, on the Date of Termination, as defined in Section 7, the Employer shall pay the Executive, or, in the event of his subsequent death, his estate, as severance pay or liquidated damages, or both, a cash lump sum equal to the sum of (i) three (3) times the Executive’s highest rate of base salary plus (ii) three (3) times the highest rate of cash bonus paid to the Executive during the prior three (3) years. Such payments shall be made in a lump sum, and shall not be reduced in the event the Executive obtains other employment following an Event of Termination. All amounts payable to the Executive shall be paid within thirty (30) days following the Date of Termination or if the Executive is a Specified Employee (within the meaning of Treasury Regulations §1.409A-1(i)) , to the extent required to avoid penalties under Code Section 409A, on the first business day of the seventh month following the Date of Termination. (c) Upon the occurrence of an Event of Termination, the Employer will cause to be continued and non-taxable medical and dental coverage substantially identical to the coverage maintained by the Employer for Executive and his eligible dependents prior to his termination. Such coverage shall continue for thirty-six (36) months from the Date of Termination unless the Executive obtains other employment following termination of employment under which substantially similar benefits are provided and in which the Executive and his eligible dependents are eligible to participate. Notwithstanding anything herein contained to the contrary, if applicable law (including, but not limited to, laws prohibiting discriminating in favor of highly compensated employees), or, if participation by the Executive and his eligible dependents is not permitted under the terms of the applicable health plans, or if providing such benefits would subject the Employer to penalties, then the Employer shall pay the Executive a cash lump sum payment reasonably estimated to be equal to the value of such non-taxable medical and dental benefits, with such payment to be made by lump sum within thirty (30) business days of the Date of Termination, or if later, the date on which the Employer determines that such insurance coverage (or the remainder of such insurance coverage) cannot be provided for the foregoing reasons. (d) Notwithstanding the foregoing, the Executive shall not be entitled to any payments or benefits under this Section 4 unless and until the Executive executes a release of his claims against the Bank, the Company and any affiliate, and their officers, directors, successors and assigns, releasing said persons from any and all claims, rights, demands, causes of action, suits, arbitrations or grievances relating to the employment relationship, including claims under the Age Discrimination in Employment Act (“ADEA”), but not including claims for benefits under tax-qualified plans or other benefit plans in which the Executive is vested, claims for benefits required by applicable law or claims with respect to obligations set forth in this Agreement that survive the termination of this Agreement. In order to comply with the requirements of Code Section 409A and the ADEA, the release shall be provided to the Executive no later than the date of his Separation from Service and the Executive shall have no fewer than twenty-one (21) days to consider the release, and following the Executive’s execution of the release, the Executive shall have seven (7) days to revoke said release. (e) For purposes of Section 4, “Event of Termination” as used herein shall mean “Separation from Service” as defined in Code Section 409A and the Treasury Regulations promulgated thereunder, provided, however, that the Employer and the Executive reasonably anticipate that the level of bona fide services the Executive would perform after termination would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding 36-month period.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVEthe Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" Termination shall mean and include any one or more of the following: (i) the termination of Executive's full-time employment hereunder due to expiration of this Agreement pursuant to Paragraph 2(a); (ii) the termination by the BANK Bank of EXECUTIVEExecutive's full-time employment hereunder for any reason other than a Change in Control, Control as defined in Section Paragraph 5(a) hereof; hereof-, disability, as defined in Section Paragraph 6(a) hereof; hereof-, death; retirement, as defined in Section 7 hereof; or Termination for Cause, as defined in Section 8 hereof; or termination by the Executive except as set for in (iiiii) EXECUTIVEhereof; (iii) Executive's resignation from the BANKBank's employemployment, upon (A) ), unless consented to by EXECUTIVEthe Executive, a material change in EXECUTIVEExecutive's function, duties, or responsibilities, which change would cause EXECUTIVEExecutive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 I and 2, above above, (any such material change shall be deemed a continuing breach of this Agreement), ; (B) a relocation of EXECUTIVEExecutive's principal place of employment by more than 35 forty (40) miles from its location at the effective date of this Agreement, or a material reduction in the benefits and perquisites to EXECUTIVE Executive from those being provided as of the effective date of this Agreement, ; (C) the liquidation or dissolution of the BANK, Bank; or (D) any material breach of this Agreement by the BANKBank. Upon the occurrence of any event described in clauses (A), (B), (C) or (D), above, EXECUTIVE Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice to the Bank given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4) calendar months after the event giving rise to said right to elect. (b) Upon the occurrence of an Event of Termination, the Bank shall pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a lump sum payment equal to twenty-four (24) months Base Salary. (c) Upon the occurrence of an Event of Termination, the Bank will cause life, medical, dental and disability coverage substantially identical to the coverage maintained by the Bank for Executive prior to his termination to be continued for a period of twenty-four (24) months at the Bank's expense. A COBRA notice will issue upon the date of termination. Any COBRA-mandated coverage extensions beyond the first twenty-four (24) months will be at the option of the Executive and paid for by him as provided by law unless he has secured other coverage from another source extinguishing his coverage rights.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVEthe Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the BANK Bank or the Holding Company of EXECUTIVEExecutive's full-time employment hereunder for any reason other than a Change in Control, as defined in termination governed by Section 5(a) hereof; disability, as defined in Section 6(a) hereof; death; retirement, as defined in Section 7 hereof; or Termination for Cause, as defined in Section 8 7 hereof; (ii) EXECUTIVEExecutive's resignation from the BANKBank's employ, employ upon any (A) failure to elect or reelect or to appoint or reappoint Executive as Chairman of the Board of Directors, President and Chief Executive Officer, unless consented to by EXECUTIVEExecutive, (B) a material change in EXECUTIVEExecutive's function, duties, or responsibilities, which change would cause EXECUTIVEExecutive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2Section 1, above (any such material change shall be deemed a continuing breach of this Agreement)above, unless consented to by Executive, (BC) a relocation of EXECUTIVEExecutive's principal place of employment by more than 35 25 miles from its location at the effective date of this Agreement, or unless consented to by Executive, (D) a material reduction in the benefits and perquisites to EXECUTIVE Executive from those being provided as of the effective date of this Agreement, unless consented to by Executive, (CE) the a liquidation or dissolution of the BANKBank or Holding Company, or (DF) any material breach of this Agreement by the BANKBank. Upon the occurrence of any event described in clauses (A), (B), (C) or ), (D), (E) or (F), above, EXECUTIVE Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4) calendar six full months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVE's Executive’s term of employment under this Agreement, the provisions of this Section 5 shall apply. As used in this Agreement, an "“Event of Termination" ” shall mean and include any one or more of the following: : (i) the termination by the BANK Bank of EXECUTIVE's Executive’s full-time employment hereunder for any reason other than a Change in Control, as defined in termination governed by Section 5(a6 (Termination for Just Cause) hereof; disability, as defined in Section 6(a) hereof; death; retirement, as defined in or termination governed by Section 7 hereof; or (Termination for Cause, as defined in Section 8 hereofDisability or Death); or (ii) EXECUTIVE's Executive’s resignation from the BANK's employ, upon Bank’s employ for any of the following reasons (each of which shall be deemed a “Good Reason”): (A) unless consented the failure to by EXECUTIVE, elect or reelect or to appoint or reappoint Executive to the position set forth under Section 1 (without Executive’s consent); (B) a material change in EXECUTIVE's functionExecutive’s functions, duties, or responsibilitiesresponsibilities with the Bank, which change would cause EXECUTIVE's Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2Section 1, above above; (any such material change shall be deemed a continuing breach of this Agreement), (BC) a relocation of EXECUTIVE's Executive’s principal place of employment by more than 35 miles from its location the corporate office located at the effective date of this Agreement000 Xxxx Xxxxxx, or Xxxxxxxxxx, Xxx Xxxxxx; (D) a material reduction in the benefits and perquisites to EXECUTIVE Executive from those being provided as of the effective date Effective Date of this Agreement, other than a reduction that is part of a Bank-wide reduction in pay or benefits; (CE) the a liquidation or dissolution of the BANKCompany or the Bank, other than a liquidation or dissolution that is caused by a reorganization that does not affect the status of the Executive; or (DF) any a material breach of this Agreement by the BANKBank. Upon the occurrence of any event described in clauses (A), (B), (C) or ), (D), (E) or (F), above, EXECUTIVE Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice Notice of Termination, as defined in Section 9(a), given within a reasonable period of time not to exceed, except in case of a continuing breach, four ninety (490) calendar months days after the event giving rise to said right to elect. Thereafter, the Bank shall have thirty (30) days to cure the Good Reason, which period may be waived by the Bank. If the Bank cures, the Executive’s right to resign and receive a payment shall be eliminated. Notwithstanding the preceding, in the event of a continuing breach of this Agreement by the Bank, Executive, after giving due notice within the prescribed time frame of an initial event specified above, shall not waive any of his rights under this Agreement and this Section solely by virtue of the fact that Executive has submitted his resignation, provided Executive has remained in the employment of the Bank and is engaged in good faith discussions to resolve any occurrence of an event described in clauses (A), (B), (C), (D) or (F) above. (iii) Executive’s resignation for Good Reason or Executive’s involuntary termination of employment by the Bank on the effective date of, or at any time following, a Change in Control of the Bank or the Company during the term of this Agreement, provided that in the case of Executive’s resignation for Good Reason, the Executive provides a Notice of Termination and follows the procedures set forth in Section 5(a)(ii) above. For these purposes, a Change in Control of the Bank or the Company shall mean a change in control of a nature that: (i) would be required to be reported in response to Item 5.01 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”); or (ii) without limitation such a Change in Control shall be deemed to have occurred at such time as (a) any “person” (as the term is used in Sections 13(d) and 14(d) of the Exchange Act), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of Company’s outstanding securities except for any securities purchased by the Bank’s employee stock ownership plan or trust; or (b) individuals who constitute the Board of Directors of the Company on the date hereof (the “Incumbent Board”) cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least a majority of the directors shall be, for purposes of this clause (b), considered as though he were a member of the Incumbent Board; or (c) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Bank or the Company or similar transaction in which the Bank or Company is not the surviving institution occurs; or (d) a proxy statement is distributed soliciting proxies from stockholders of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or similar transaction with one or more corporations or financial institutions, and as a result of such proxy solicitation, a plan of reorganization, merger, consolidation or similar transaction involving the Company is approved by the requisite vote of the Company’s stockholders; or (e) a tender offer is made for 25% or more of the voting securities of the Company and the shareholders owning beneficially or of record 25% or more of the outstanding securities of the Company have tendered or offered to sell their shares pursuant to such tender offer and such tendered shares have been accepted by the tender offeror. (b) Upon the occurrence of an Event of Termination, on the Date of Termination, as defined in Section 9(b), the Bank shall be obligated to pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, an amount equal to the sum of: (i) his earned but unpaid salary as of the date of his termination of employment with the Bank; (ii) the benefits, if any, to which he is entitled as a former employee under the employee benefit plans and programs and compensation plans and programs maintained for the benefit of the Bank’s or Company’s officers and employees; (iii) the remaining Base Salary and incentive compensation or bonus payments that Executive would have earned, in accordance with Sections 3(a) and 3(b), if he had continued his employment with the Bank for a thirty-six (36) month period following his termination of employment, and had earned a bonus and/or incentive award in each year equal in amount to the average bonus and/or incentive award earned by him over the three calendar years preceding the year in which the termination occurs in the case of a termination pursuant to Section 5(a)(i) or 5(a)(ii), or the highest annual bonus and/or incentive award earned by him in any of the three calendar years preceding the year in which the termination occurs in the case of a termination pursuant to Section 5(a)(iii). Any payments hereunder shall be made in a lump sum within thirty (30) days after the Date of Termination, or in the event Executive is a Specified Employee (within the meaning of Treasury Regulations §1.409A-1(i)), and to the extent necessary to avoid penalties under Code Section 409A, no payment shall be made to Executive prior to the first day of the seventh month following Executive’s Date of Termination. Such payments shall not be reduced in the event Executive obtains other employment following termination of employment. (c) Upon the occurrence of an Event of Termination, the Bank will cause to be continued life insurance and non-taxable, medical and dental and disability coverage substantially identical to the coverage maintained by the Bank for Executive and his family prior to Executive’s termination. Such coverage shall continue at the Bank’s expense for a period of eighteen (18) months from the Date of Termination. If the Bank cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, would subject the Bank or Executive to penalties, then the Bank shall pay the Executive, to the extent possible under Code Section 409A, a cash lump sum payment reasonably estimated to be equal to the value of such benefits, with value to be determined by the policy premium paid for such coverage by the Bank, or for self insured benefits provided by the Bank, the fully equivalent rate(s) provided by the insurance provider(s), as applicable. Such cash lump sum payment shall be made within thirty (30) days after the Date of Termination, (or if later, the date on which it is determined that providing such benefits would subject the Bank or Executive to penalties, or in the event Executive is a Specified Employee (with the meaning of Treasury Regulation Section 1.409A-1(i)), and to the extent necessary to avoid penalties under Code Section 409A, no payment shall be made to Executive prior to the first day of the seventh month following Executive’s Date of Termination. Notwithstanding the foregoing, if making a lump sum payment for any portion of such amount would violate Code Section 409A as an “impermissible acceleration,” then such portion would be paid to the Executive at the same time and in the same manner as the premiums for such benefit(s) would otherwise have been paid. (d) Notwithstanding anything herein to the contrary, in no event shall the aggregate payments or benefits to be made or afforded to Executive under this Agreement, either as a stand-alone benefit or when aggregated with other payments to, or for the benefit of Executive, constitute an “excess parachute payment” under Code Section 280G, or any successor thereto, and in order to avoid such a result, Executive’s benefits hereunder shall be reduced, if necessary, to an amount, the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive’s “base amount,” as determined in accordance with Code Section 280G. The allocation of the reduction required hereby shall be determined by Executive, provided, however, that if it is determined that such election by Executive shall be in violation of Code Section 409A, the allocation of the required reduction shall be pro-rata. (e) This Agreement is intended to comply with the requirements of Code Section 409A (including the exceptions thereto), to the extent applicable, and the Bank shall administer and interpret this Agreement in accordance with such requirements. If any provision contained in this Agreement conflicts with the requirements of Code Section 409A (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Code Section 409A (or the applicable exemptions thereto). For purposes of Section 5, an “Event of Termination” as used herein shall mean “Separation from Service” as defined in Code Section 409A and the Treasury Regulations promulgated thereunder, provided, however, that the Bank and Executive reasonably anticipate that the level of bona fide services Executive would perform after termination would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding 36-month period. (f) Any payments or benefits payable as a result of an Event of Termination under Sections 5(a)(i) or 5(a)(ii) shall be contingent on Executive’s execution and non-revocation of a release (the “Release”), satisfactory to the Bank and the Company, of all claims that Executive or any of Executive’s affiliates or beneficiaries may have against the Bank, the Company or any affiliate, and their officers, directors, successors and assigns, releasing said persons from any and all claims, rights, demands, causes of action, suits, arbitrations or grievances relating to Executive’s employment relationship, including claims under the Age Discrimination in Employment Act (“ADEA”), but not including claims for benefits under tax-qualified plans or other benefit plans in which Executive is vested, claims for benefits required by applicable law or claims with respect to obligations set forth in this Agreement that survive the termination of this Agreement. In order to comply with the requirements of Section 409A of the Code and the ADEA, the Release must be provided to Executive no later than the date of his Separation from Service and Executive, the Company and the Bank must execute the Release within twenty-one (21) days (or such longer period as may be required by applicable law) after the date of termination without subsequent revocation by Executive within seven (7) days after execution of the Release. (g) Executive may voluntarily terminate his employment during the term of this Agreement (other than for Good Reason) upon at least ninety (90) days prior written notice to the Board of Directors of the Bank. In its discretion, the Board of Directors may accelerate Executive’s termination date. Upon Executive’s voluntary termination, he will receive only his compensation and vested rights and benefits to the date of his termination. Following his voluntary termination of employment under this Section 5(f), Executive will be subject to the requirements and restrictions set forth in Sections 11(a) and 11(c) of this Agreement.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon The provisions of this Section shall apply upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVE's the Executive’s term of employment under this Agreement, the provisions of this Section shall apply. As used in this AgreementAgreement , an "“Event of Termination" ” shall mean and include any one or more of the following: (i) the termination by the BANK Employer of EXECUTIVE's the Executive’s full-time employment hereunder for any reason other than (A) Disability as defined in Section 5 below, or (B) Termination for Just Cause as defined in Section 6 hereof; or (ii) the Executive’s resignation from the Employer’s employ, upon any of the following, without the Executive’s prior written consent (“Good Reason”): (A) reduction in the Executive’s Base Salary or a reduction in the benefits and perquisites to the Executive from those being provided as of the Effective Date of this Agreement, provided however that a reduction in benefits or perquisites that is broad based and affects substantially all executives of the Employer shall not be deemed an Event of Termination hereunder unless such reduction in benefits or perquisites occurs coincident with or following a Change in Control, as defined in Section 5(a(B) hereof; disability, as defined in Section 6(a) hereof; death; retirement, as defined in Section 7 hereof; or Termination for Cause, as defined in Section 8 hereof; (ii) EXECUTIVE's resignation from the BANK's employ, upon (A) unless consented to by EXECUTIVE, a material change in EXECUTIVE's the Executive’s function, duties, or responsibilities, which change would cause EXECUTIVE's the Executive’s position to become one of lesser responsibility, importanceimportance , or scope from the position and attributes thereof described in Sections 1 and 2Section 1, above (any such material change shall be deemed a continuing breach of this Agreement)above, (BC) a relocation of EXECUTIVE's the Executive’s principal place of employment by more than 35 thirty (30) miles from its location at as of the effective date Effective Date of this Agreement, or a material reduction in the benefits and perquisites to EXECUTIVE from those being provided as of the effective date of this Agreement, (C) the liquidation or dissolution of the BANK, or (D) any material breach the Employer’s provision of this Agreement by a Non-Renewal Notice to the BANK. Upon the occurrence of any event Executive, as described in clauses (A), (B), (Cthe second sentence of Section 2(a) or (D), above, EXECUTIVE shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4) calendar months after the event giving rise to said right to elect.Docusign Envelope ID: CA2DF67C-8B5B-453F-8D9A-8067846A4B38

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVEExecutive's term of employment under this Agreement, the provisions of this Section 4 shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the BANK Institution of EXECUTIVEExecutive's full-time employment hereunder for any reason other than a Change in Control, Disability (as defined in Section 5(a) hereof; disability6 of this Agreement), Retirement (as defined in paragraph (f) of this Section 6(a4), termination governed by Section 5(a) hereof; death; retirementof this Agreement, or Termination for Cause (as defined in Section 7 hereofof this Agreement); or Termination for Cause, as defined in Section 8 hereof; (ii) EXECUTIVEExecutive's resignation from the BANKInstitution's employ, upon any (A) notice to Executive by the Institution of non-renewal of the term of this Agreement, (B) failure to elect or reelect or to appoint or reappoint Executive as Senior Vice President and Chief Financial Officer of the Institution, unless consented Executive consents to by EXECUTIVEany such event, (C) a material change in EXECUTIVEExecutive's function, duties, or responsibilities, which change would cause EXECUTIVEExecutive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections Section 1 of this Agreement (and 2, above (any such material change shall be deemed a continuing breach of this Agreement), (BD) a relocation of EXECUTIVEExecutive's principal place of employment by more than 35 thirty-five (35) miles from its location at the effective date of this Agreement, or a material reduction in the benefits and perquisites to EXECUTIVE from those being provided as of the effective date of this Agreement, (CE) the liquidation or dissolution of the BANKInstitution or the Holding Company, or (DF) any material breach of this Agreement by the BANKInstitution. Upon the occurrence of any event described in clauses (A), (B), (C) or ), (D), (E) or (F), above, EXECUTIVE Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4) calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. The provisions of this Section shall in all respects be subject to the terms and conditions stated in Section 9. (a) Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVEthe Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by CFS Bank or the BANK Holding Company of EXECUTIVEExecutive's full-time employment hereunder for any reason other than a Change in Control, as defined in Section 5(a6(a) hereof; disabilityupon Retirement, as defined in Section 6(a) 8 hereof; death; retirementfor Disability, as defined in Section 7 hereof; or Termination for Cause, as defined in Section 8 9 hereof; (ii) EXECUTIVEExecutive's resignation from the BANKCFS Bank's employ, upon any (A) failure to elect or reelect or to appoint or reappoint Executive as President or to nominate or renominate Executive as a Director of CFS Bank or the Holding Company unless consented to by EXECUTIVEthe Executive, a (B) material change in EXECUTIVEExecutive's function, duties, or responsibilities, which change would cause EXECUTIVEExecutive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and Section 2, above above, (and any such material change shall be deemed a continuing breach of this Agreement), (BC) a relocation of EXECUTIVEExecutive's principal place of employment by more than 35 30 miles from its location at the effective date of this Agreement, or a material reduction in the benefits and perquisites to EXECUTIVE from those being provided as of the effective date of this Agreement, (CD) the liquidation or dissolution of the BANKCFS Bank or Holding Company, or (DE) any material breach of this Agreement by the BANKCFS Bank. Upon the occurrence of any event described in clauses (A), (B), (C), (D) or (DE), above, EXECUTIVE Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty thirty (6030) days prior written notice given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4) calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVEExecutive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the BANK Savings Bank of EXECUTIVEExecutive's full-time employment hereunder for any reason other than a Change in Control, as defined in Section 5(a) hereof; disability, as defined in Section 6(a) hereof; death; retirement, as defined in Section 7 hereof; or Termination for Cause, as defined in Section 8 hereof; (ii) EXECUTIVEExecutive's resignation from the BANKSavings Bank's employ, upon (A) unless consented to by EXECUTIVEExecutive, a material change in EXECUTIVEExecutive's function, duties, or responsibilities, which change would cause EXECUTIVEExecutive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2, above (any such material change shall be deemed a continuing breach of this Agreement), (B) a relocation of EXECUTIVEExecutive's principal place of employment by more than 35 miles from its location at the effective date of this Agreement, or a material reduction in the benefits and perquisites to EXECUTIVE Executive from those being provided as of the effective date of this Agreement, (C) the liquidation or dissolution of the BANKSavings Bank, or (D) any material breach of this Agreement by the BANKSavings Bank. Upon the occurrence of any event described in clauses (A), (B), (C) or (D), above, EXECUTIVE Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4) calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. The provisions of this Section shall in all respects be subject to the terms and conditions stated in Sections 8 and 15. (a) Upon The provisions of this Section shall apply upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVEthe Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: : (i) the termination by the BANK Bank or the Company of EXECUTIVEExecutive's full-time employment hereunder for any reason other than (A) Disability or Retirement, as defined in Section 6 hereof, (B) following a Change in Control, as defined in Section 5(a) hereof; disability, as defined in Section 6(aor (C) hereof; death; retirement, Termination for Cause as defined in Section 7 hereof; or Termination for Cause, as defined in Section 8 hereof; or (ii) EXECUTIVEExecutive's resignation from the BANKBank's employ, upon any: (A) unless consented failure to by EXECUTIVE, a elect or reelect or to appoint or reappoint Executive as Senior Vice President during the term of this Agreement in accordance with Section 2(a) of this Agreement, (B) material change in EXECUTIVEExecutive's function, duties, or responsibilities, which change would cause EXECUTIVEExecutive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2Section 1, above hereof, (any such material change shall be deemed a continuing breach of this Agreement), (BC) a relocation of EXECUTIVEExecutive's principal place of employment by more than 35 30 miles from its location at the effective date of this Agreement, or a material reduction in the benefits and perquisites to EXECUTIVE the Executive from those being provided as of the effective date of this Agreement, , (CD) the liquidation or dissolution of the BANKBank or Company other than liquidations or dissolutions that are caused by reorganizations that do not affect the status of Executive, or or (DE) any material breach of this Agreement by the BANKBank. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D) or (DE), aboveof this Section 4(a), EXECUTIVE Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice which must be given by Executive within a reasonable period of time not to exceed, except in case of a continuing breach, exceed four (4) calendar months after the initial event giving rise to said right to elect, which shall be deemed to constitute an "Event of Termination." Notwithstanding the preceding sentence, in the event of a continuing breach of this Agreement by the Bank, the Executive, after giving due notice within the prescribed time frame of an initial event specified above, shall not waive any of his rights solely under this Agreement and this Section 4 by virtue of the fact that Executive has submitted his resignation but has remained in the employment of the Bank and is engaged in good faith discussions to resolve any occurrence of an event described in clauses (A), (B), (C), (D) and (E) of this Section 4(a). (b) Upon the occurrence of an Event of Termination, on the Date of Termination, as defined in Section 8, the Bank shall pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to the greater of the payments due for the remaining term of the Agreement or two (2) times the average of the five preceding years' Base Salary, including bonuses and any other cash compensation paid to the Executive during each of such years, and the amount of any contributions made to any employee benefit plans, on behalf of the Executive, maintained by the Bank during such years; provided however, that if the Bank is not in compliance with its minimum capital requirements or if such payments would cause the Bank's capital to be reduced below its minimum capital requirements, such payments shall be deferred until such time as the Bank is in capital compliance. At the election of the Executive, which election is to be made on an annual basis during the Month of January, and which election is irrevocable for the year in which made and upon the occurrence of an Event of Termination, any payments shall be made in a lump sum or paid monthly during the remaining term of this Agreement following the Executive's termination. In the event that no election is made, payment to the Executive will be made on a monthly basis during the remaining term of this Agreement. Such payments shall not be reduced in the event the Executive obtains other employment following termination of employment. (c) Upon the occurrence of an Event of Termination, the Bank, in its sole discretion, shall either (i) contribute the same amount as the Bank contributed prior to such Event of Termination towards the purchase for Executive of, or (ii) cause to be continued for Executive under the Bank's existing employee benefit plans, life, medical, dental and disability coverage substantially identical to the coverage maintained by the Bank for Executive prior to his termination (provided nothing herein shall be deemed to require the Bank to contribute more towards such coverage than it contributed prior to such Event of Termination). Such coverage shall cease upon the expiration of the greater of (i) the remaining term of the Agreement or (ii) twenty-four (24) months.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon Executive shall diligently and faithfully provide his services to the Employer until the occurrence of an Event of Termination (as herein defined) during EXECUTIVEExecutive's term of employment under this Agreement, Agreement at which time the provisions of this Section 4 shall apply. As Unless Executive otherwise agrees, as used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the BANK Employer of EXECUTIVEExecutive's full-time employment hereunder for any reason other than a Change in Control, as defined in Section 5(a) hereof; disability, as defined in Section 6(a) hereof; death; retirement, as defined in termination governed by Section 7 hereofof this Agreement; or Termination for Cause, as defined in Section 8 hereof; (ii) EXECUTIVEExecutive's resignation from the BANK's employEmployer, upon upon, any (A) unless consented notice to by EXECUTIVEExecutive of non-renewal of the term of this Agreement, a (B) failure to reappoint Executive as Executive Vice President/Chief Lending Officer, (C) material change in EXECUTIVEExecutive's functionfunctions, duties, or responsibilitiesresponsibilities with the Employer or its subsidiaries, which change would cause EXECUTIVEExecutive's position position(s) to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections Section 1 and 2, above (any such material change shall be deemed a continuing breach of this Agreement), (BD) a relocation of EXECUTIVEExecutive's principal place of employment by more than 35 twenty-five (25) miles from its location at the effective date Effective Date of this Agreement, or a (E) material reduction in the benefits and perquisites to EXECUTIVE Executive from those being provided as of the effective date Effective Date of this Agreement, (CF) the liquidation or dissolution of the BANKEmployer, or (DG) any material breach of this Agreement by the BANKEmployer. Upon the occurrence of any event described in clauses (A), (B), (C) or ), (D), (E), (F) or (G), above, EXECUTIVE Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within a reasonable period of time not to exceed, except in case of a continuing breach, four six (46) full calendar months after the event giving rise to said Executive's right to electelect to terminate his employment. (b) Upon Executive's termination of employment in accordance with paragraph (a) of this Section 4, on the Date of Termination, as defined in Section 8 of this Agreement, the Employer shall be obligated to pay Executive, or, in the event of his death following the Date of Termination, his beneficiary or beneficiaries, or his estate, as the case may be, an amount equal to the sum of: (i) the base salary and incentive compensation that would have been paid to Executive for the remaining term of this Agreement had the Event of Termination not occurred (based on Executive's then current base salary and most recently paid or accrued bonus at the time of the Event of Termination) plus (ii) the value, as calculated by a recognized firm customarily performing such valuation, of any stock options which, as of the Date of Termination, have been granted to Executive but are not exercisable by Executive and the value of any restricted stock awards which have been granted to Executive, but in which Executive does not have a non-forfeitable or fully-vested interest as of the Date of Termination plus (iii) the value of all employee benefits that would have been provided to Executive for the remaining term of this Agreement had the Event of Termination not occurred, based on the most recent level of contribution, accrual or other participation by or on behalf of Executive. At the election of Executive, which election is to be made prior to the Date of Termination, such payments shall be made in a lump sum. In the event that no election is made, payment to Executive will be made on a monthly basis in approximately equal installments during the remaining unexpired term of this Agreement. Such payments shall not be reduced in the event Executive obtains other employment following termination of employment. (c) In addition to the payments provided for in paragraph (b) of this Section 4, upon Executive's termination of employment in accordance with the provisions of paragraph (a) of this Section 4, to the extent that the Employer continues to offer any life, medical, health, disability or dental insurance plan or arrangement in which Executive or his dependents participates as of the date of the Event of Termination (each being a "Welfare Plan"), Executive and his covered dependents shall continue participating in such Welfare Plans, subject to the same premium contributions on the part of Executive as were required immediately prior to the Event of Termination until the earlier of (i) his death; (ii) his employment by another employer other than one of which he is the majority owner; or (iii) the end of the remaining term of this Agreement. Executive may elect to continue to participate in such plans at Executive's own cost and expense. If the Employer does not offer the Welfare Plans at any time after the Event of Termination, then the Employer shall provide Executive with a payment equal to the premiums for such benefits for the period which runs until the earlier of (i) his death; (ii) his employment by another employer other than one of which he is the majority owner; or (iii) the end of the remaining term of this Agreement.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVE's the term of employment under this Agreement, the provisions of this Section 4 shall apply; provided, however, that in the event such Event of Termination occurs within eighteen (18) months following a Change in Control (as defined in Section 5 hereof), Section 5 shall apply instead. As used in this Agreement, an "“Event of Termination" ’’ shall mean and include any one or more of the following: : (i) the involuntary termination of Executive’s employment hereunder by the BANK of EXECUTIVE's full-time employment hereunder Bank for any reason other than termination governed by Section 5 (in connection with or following a Change in Control), as defined in Section 5(a) hereof; disability6 (due to Disability or death), as defined in Section 6(a) hereof; death; retirement, as defined in Section 7 hereof; (due to Retirement), or Termination Section 8 (for Cause), as defined in provided that such termination constitutes a “Separation from Service” within the meaning of Section 8 hereof409A of the Internal Revenue Code (“Code”); or (ii) EXECUTIVE's Executive’s resignation from the BANK's employBank’s employ upon any of the following, upon (A) unless consented to by EXECUTIVEExecutive: (A) failure to appoint Executive to the position set forth in Section 1, or a material change in EXECUTIVE's Executive’s function, duties, or responsibilities, which change would cause EXECUTIVE's Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof responsibilities described in Sections 1 Section 1, to which Executive has not agreed in writing (and 2, above (any such material change shall be deemed a continuing breach of this AgreementAgreement by the Bank), ; (B) a relocation of EXECUTIVE's Executive’s principal place of employment by to a location that is more than 35 thirty (30) miles from its the location at of the effective Bank’s principal executive offices as of the date of this Agreement, or ; (C) a material reduction in the benefits and perquisites perquisites, including Base Salary, to EXECUTIVE Executive from those being provided as of the effective date Effective Date (except for any reduction that is part of this Agreement, a reduction in pay or benefits that is generally applicable to officers or employees of the Bank); (CD) the a liquidation or dissolution of the BANK, or Bank; or (DE) any a material breach of this Agreement by the BANKBank. Upon the occurrence of any event described in clauses clause (A), (B), (Cii) or (D), above, EXECUTIVE Executive shall have the right to elect to terminate his her employment under this Agreement by resignation for “Good Reason” upon not less than sixty thirty (6030) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four exceed ninety (490) calendar months days) after the event giving rise to said the right to elect, which termination by Executive shall be an Event of Termination. The Bank shall have thirty (30) days to cure the condition giving rise to the Event of Termination, provided that the Bank may elect to waive said thirty (30) day period. (b) Upon the occurrence of an Event of Termination, the Bank shall pay Executive, or, in the event of her subsequent death, her beneficiary or beneficiaries, or her estate, as the case may be, as severance pay or liquidated damages, or both, the Base Salary and bonuses that Executive would be entitled to for the remaining unexpired term of the Agreement. For purposes of determining the bonus(es) payable hereunder, the bonus(es) will be deemed to be (i) equal to the highest bonus paid at any time during the prior three years, and (ii) otherwise paid at such time as such bonus would have been paid absent an Event of Termination. Such payments shall be paid in a lump sum on the 30th day following the Executive’s Separation from Service (within the meaning of Section 409A of the Code) and shall not be reduced in the event Executive obtains other employment following the Event of Termination. Notwithstanding the foregoing, Executive shall not be entitled to any payments or benefits under this Section 4 unless and until (i) Executive executes a release of her claims against the Bank, the Company and any affiliate, and their officers, directors, successors and assigns, releasing said persons from any and all claims, rights, demands, causes of action, suits, arbitrations or grievances relating to the employment relationship, including claims under the Age Discrimination in Employment Act, but not including claims for benefits under tax-qualified plans or other benefit plans in which Executive is vested, claims for benefits required by applicable law or claims with respect to obligations set forth in this Agreement that survive the termination of this Agreement (the “Release”), and (ii) the payments and benefits shall begin on the 30th day following the date of the Executive’s Separation from Service, provided that before that date, the Executive has signed (and not revoked) the Release and the Release is irrevocable under the time period set forth under applicable law. (c) Upon the occurrence of an Event of Termination, the Bank shall pay Executive, or in the event of her subsequent death, her beneficiary or beneficiaries, or her estate, as the case may be, a lump sum cash payment reasonably estimated to be equal to the present value of the contributions that would have been made on the Executive’s behalf under the Bank’s defined contribution plans (e.g., 401(k) Plan, ESOP, and any other defined contribution plan maintained by the Bank), as if Executive had continued working for the Bank for the remaining unexpired term of the Agreement following such Event of Termination, earning the salary that would have been achieved during such period. Such payments shall be paid in a lump sum within thirty (30) days of the Executive’s Separation from Service and shall not be reduced in the event Executive obtains other employment following the Event of Termination. (d) Upon the occurrence of an Event of Termination, the Bank shall provide, at the Bank’s expense, for the remaining unexpired term of the Agreement, nontaxable medical and dental coverage and life insurance coverage substantially comparable, as reasonably available, to the coverage maintained by the Bank for Executive prior to the Event of Termination, except to the extent such coverage may be changed in its application to all Bank employees. Notwithstanding the foregoing, if applicable law (including, but not limited to, laws prohibiting discriminating in favor of highly compensated employees), or, if participation by the Executive is not permitted under the terms of the applicable health plans, or if providing such benefits would subject the Bank to penalties, then the Bank shall pay the Executive a cash lump sum payment reasonably estimated to be equal to the cost of such non-taxable medical and dental benefits, with such payment to be made by lump sum within thirty (30) business days of the Date of Termination, or if later, the date on which the Bank determines that such insurance coverage (or the remainder of such insurance coverage) cannot be provided for the foregoing reasons. (e) For purposes of this Agreement, a “Separation from Service” shall have occurred if the Bank and Executive reasonably anticipate that either no further services will be performed by the Executive after the date of the Event of Termination (whether as an employee or as an independent contractor) or the level of further services performed will not exceed 49% of the average level of bona fide services in the 12 months immediately preceding the Event of

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVEExecutive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the BANK Holding Company of EXECUTIVEExecutive's full-time employment hereunder for any reason other than a Change in Control, as defined in termination governed by Section 5(a) hereof; disability, as defined in Section 6(a) hereof; death; retirementor for Cause, as defined in Section 7 hereof; or Termination for Cause, as defined in Section 8 hereof; (ii) EXECUTIVEExecutive's resignation from the BANKHolding Company's employ, upon upon, any (A) failure to elect or reelect or to appoint or reappoint Executive as President and Chief Executive Officer, unless consented to by EXECUTIVEExecutive, (B) a material change in EXECUTIVEExecutive's function, duties, or responsibilitiesresponsibilities with the Holding Company or its Subsidiaries, which change would cause EXECUTIVEExecutive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2Section 1, above (any such material change shall be deemed a continuing breach of this Agreement)above, unless consented to by Executive, (BC) a relocation of EXECUTIVEExecutive's principal place of employment by more than 35 miles from its location at the effective date of this Agreement, or unless consented to by Executive, (D) a material reduction in the benefits and perquisites to EXECUTIVE Executive from those being provided as of the effective date of this Agreement, unless consented to by Executive, (CE) the a liquidation or dissolution of the BANKHolding Company or the Institution, or (DF) any material breach of this Agreement by the BANKHolding Company. Upon the occurrence of any event described in clauses (A), (B), (C) or ), (D), (E) or (F), above, EXECUTIVE Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4) six full calendar months after the event giving rise to said right to elect.