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 the term of 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 Association 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 “Separation from Service” (as defined in Section 4(d)); or (ii) the Executive’s resignation from the Association’s employ upon any of the following (unless the condition has been previously consented to by the Executive): (A) the failure to appoint the Executive to the position(s) set forth in Section 1 or a material change in the Executive’s function, duties, or responsibilities, which would cause the Executive’s position(s) to become of lesser responsibility, importance, or scope from the position(s) and responsibilities, importance or scope described in Section 1 (and any material change shall be deemed a continuing breach of this Agreement by the Association), unless the Executive has agreed to the change in writing; (B) a relocation of the Executive’s principal place of employment to a location that is more than thirty-five (35) miles from the location of the Association’s principal executive offices as of the Effective Date; (C) a material reduction in the benefits and perquisites, including Base Salary, provided to the Executive from those being provided as of the Effective Date (except for any reduction that is part of a reduction in pay or benefits that is generally applicable to officers or employees of the Association); (D) a liquidation or dissolution of the Association; or (E) a material breach of this Agreement by the Association. Upon the occurrence of any event described in this clause (ii), the Executive shall have the right to elect to terminate his employment by resignation for “Good Reason” upon not less than thirty (30) days prior written notice given within a reasonable period of time (not to exceed ninety (90) days) after the event giving rise to the right to elect occurs. In such a case, the termination of employment by the Executive shall constitute an Event of Termination; provided, however, the Association shall have thirty (30) days to cure the condition giving rise to the right of the Executive to terminate employment (although the Association 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 Association 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 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. 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 Association, 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”). The payments and benefits will be made or begin on the 30th day following the date of the Executive’s termination of employment, 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 Association shall provide, at the Association’s expense, for the remaining unexpired term of the Agreement, nontaxable medical and dental coverage substantially comparable, as reasonably available, to the coverage maintained by the Association 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 Association 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 insurance plans, or if providing the benefits would subject the Association to penalties, then the Association 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 within ten (10) business days of the date of termination, or if later, the date on which the Association determines that the insurance coverage (or the remainder of the insurance coverage) cannot be provided for the foregoing reasons. 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 Association 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 subparagraph (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 the term of this Agreement, the provisions of this Section 4 shall apply; provided, however, that in the event an such Event of Termination occurs in connection with within eighteen (18) months following a Change in Control (as provided for defined in Section 55 hereof), Section 5 shall apply with respect to the determination of severance benefitsinstead. 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 hereunder by the Association Bank for any reason other than termination governed by Section 5 (in connection with or following a Change in Control), Section 6 (due to Disability or death), Section 7 (due to Retirement), or Section 8 (for Cause), provided that the such termination of employment constitutes a “Separation from Service” within the meaning of Section 409A of the Internal Revenue Code (as defined in Section 4(d)“Code”); or (ii) the Executive’s resignation from the AssociationBank’s employ upon any of the following (following, unless the condition has been previously consented to by the Executive):: (A) the failure to appoint the Executive to the position(s) position set forth in Section 1 1, or a material change in the Executive’s function, duties, or responsibilities, which change would cause the Executive’s position(s) position to become one of lesser responsibility, importance, or scope from the position(s) position and responsibilities, importance or scope responsibilities described in Section 1 1, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement by the AssociationBank), unless the Executive has agreed to the change in writing; (B) a relocation of the Executive’s principal place of employment to a location that is more than thirty-five (35) 30 miles from the location of the AssociationBank’s principal executive offices as of the Effective Datedate of this Agreement; (C) a material reduction in the benefits and perquisites, including Base Salary, provided to the Executive from those being provided as of the Effective Date (except for any reduction that is part of a reduction in pay or benefits that is generally applicable to officers or employees of the AssociationBank); (D) a liquidation or dissolution of the AssociationBank; or (E) a material breach of this Agreement by the AssociationBank. Upon the occurrence of any event described in this clause (ii)) above, the Executive shall have the right to elect to terminate his employment under this Agreement by resignation for “Good Reason” upon not less than thirty (30) days prior written notice given within a reasonable period of time (not to exceed ninety (90) days) after the event giving rise to the right to elect occurs. In such a caseelect, the which termination of employment by the Executive shall constitute be an Event of Termination; provided, however, the Association . The Bank shall have thirty (30) days to cure the condition giving rise to the right Event of Termination, provided that the Executive to terminate employment (although the Association 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 Association 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 that Executive would have been be entitled to for 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 (i) equal to the average annual highest bonus paid over 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. The payment Such payments shall be made paid in a lump sum on or before the 30th day following the Executive’s termination Separation from Service (within the meaning of employment, unless Section 409A of the payment is due in connection with a termination program involving more than one employee, in which case the payment Code) and shall be due within no more than the 60th day following the Executive’s termination of employment. The payment of severance will not be reduced in the event the Executive obtains other employment following his termination the Event of employmentTermination. Notwithstanding the foregoing, the Executive shall not be entitled to any payment payments or benefits under this Section 4 unless and until the (i) Executive executes a general release of his claims against the AssociationBank, 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”). The , and (ii) the payments and benefits will be made or shall begin on the 30th day following the date of the Executive’s termination of employmentSeparation from Service, provided that before that date 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 Association Bank shall providepay Executive, at or in the Associationevent 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 expensebehalf 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 AgreementAgreement 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 Association Bank for the Executive and his dependents prior to the Event of Termination, except to the extent the such coverage may be changed in its application to all Association employees Bank employees, and then this insurance coverage shall cease upon the coverage provided to 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 his dependents shall be commensurate with policy limitations), or (ii) the changed coverageexpiration of the remaining term of this Agreement. 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 insurance plans, or if providing the such benefits would subject the Association Bank to penalties, then the Association Bank shall pay the Executive a cash lump sum payment reasonably estimated to be equal to the value (or the remaining value) of the such non-taxable medical and dental benefits, with the such payment to be made in a by lump sum within ten (10) business days of the date Date of terminationTermination, or if later, the date on which the Association Bank determines that the such insurance coverage (or the remainder of the such insurance coverage) cannot be provided for the foregoing reasons. 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. (de) For purposes of this Agreement, a “Separation from Service” shall have occurred if the Association 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) 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 the Executive is a “Specified Employee,” , as defined in Code Section 409A, 409A and any payment to be made under subparagraph sub-paragraph (b) or (c) of this Section 4 is shall be determined to be subject to Code Section 409A without any exception409A, then, then if required by Code Section 409A, the such payment or a portion of the such payment (to the minimum extent possible) shall be delayed and shall be 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 the Executive's 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 Association Company of Executive's full-time employment hereunder for any reason other than termination governed by Section 6 (due to Disability or death), Section 7 (due to Retirement)5(a) hereof, or Section 8 (for Cause), provided that the termination of employment constitutes a “Separation from Service” (as defined in Section 4(d))7 hereof; or (ii) the Executive’s 's resignation from the Association’s employ upon Company's employ, upon, any of the following (A) unless the condition has been previously consented to by the Executive): (A) the , failure to elect or reelect or to appoint or reappoint Executive as Chairman of the Board of the Company and Vice Chairman of the Institution or failure to nominate or renominate Executive to as a Director of the position(sInstitution or the Company as of the date of this Agreement, (B) set forth in Section 1 or a material change in the Executive’s 's function, duties, or responsibilitiesresponsibilities with the Company or its Subsidiaries, which change would cause the Executive’s position(s) 's position to become one of lesser responsibility, importance, or scope from the position(s) position and responsibilities, importance or scope attributes thereof described in Section 1 (and any material change shall be deemed a continuing breach of this Agreement 1, above, unless consented to by the Association)Executive, unless the Executive has agreed to the change in writing; (BC) a relocation of the Executive’s 's principal place of employment to a location that is by more than thirty-five (35) 25 miles from its location at the location effective date of this Agreement, unless consented to by the Association’s principal executive offices as of the Effective Date; Executive, (CD) a material reduction in the benefits and perquisites, including Base Salary, provided perquisites to the Executive from those being provided as of the Effective Date effective date of this Agreement, unless consented to by the Executive, (except for any reduction that is part of a reduction in pay or benefits that is generally applicable to officers or employees of the Association); (DE) a liquidation or dissolution of the Association; or Company or the Institution, or (EF) a material breach of this Agreement by the AssociationCompany. Upon the occurrence of any event described in this clause clauses (iiA), the (B), (C), (D), (E) or (F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation for “Good Reason” upon not less than thirty sixty (3060) days prior written notice given within a reasonable period of time (not to exceed ninety (90) days) six full calendar months after the event giving rise to the said right to elect occurs. In such a case, the termination of employment by the Executive shall constitute an Event of Termination; provided, however, the Association shall have thirty (30) days to cure the condition giving rise to the right of the Executive to terminate employment (although the Association 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 Agreementelect. (b) Upon the occurrence of an Event of Termination, the Association 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 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. 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 Association, 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”). The payments and benefits will be made or begin on the 30th day following the date of the Executive’s termination of employment, 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 Association shall provide, at the Association’s expense, for the remaining unexpired term of the Agreement, nontaxable medical and dental coverage substantially comparable, as reasonably available, to the coverage maintained by the Association 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 Association 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 insurance plans, or if providing the benefits would subject the Association to penalties, then the Association 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 within ten (10) business days of the date of termination, or if later, the date on which the Association determines that the insurance coverage (or the remainder of the insurance coverage) cannot be provided for the foregoing reasons. 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 Association 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 subparagraph (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 the term of this Agreement, the provisions of this Section 4 shall apply; provided, however, that in the event an such Event of Termination occurs in connection with within eighteen (18) months following a Change in Control (as provided for defined in Section 55 hereof), Section 5 shall apply with respect to the determination of severance benefitsinstead. 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 hereunder by the Association Bank for any reason other than termination governed by Section 5 (in connection with or following a Change in Control), Section 6 (due to Disability or death), Section 7 (due to Retirement), or Section 8 (for Cause), provided that the such termination of employment constitutes a “Separation from Service” within the meaning of Section 409A of the Internal Revenue Code (as defined in Section 4(d)“Code”); or (ii) the Executive’s resignation from the AssociationBank’s employ upon any of the following (following, unless the condition has been previously consented to by the Executive):: (A) the failure to appoint the Executive to the position(s) position set forth in Section 1 1, or a material change in the Executive’s function, duties, or responsibilities, which change would cause the Executive’s position(s) position to become one of lesser responsibility, importance, or scope from the position(s) position and responsibilities, importance or scope responsibilities described in Section 1 1, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement by the AssociationBank), unless the Executive has agreed to the change in writing; (B) a relocation of the Executive’s principal place of employment to a location that is more than thirty-five (35) 35 miles from the location of the AssociationBank’s principal executive offices as of the Effective Datedate of this Agreement; (C) a material reduction in the benefits and perquisites, including Base Salary, provided to the Executive from those being provided as of the Effective Date (except for any reduction that is part of a reduction in pay or benefits that is generally applicable to officers or employees of the AssociationBank); (D) a liquidation or dissolution of the AssociationBank; or (E) a material breach of this Agreement by the AssociationBank. Upon the occurrence of any event described in this clause (ii)) above, the Executive shall have the right to elect to terminate his employment under this Agreement by resignation for “Good Reason” upon not less than thirty (30) days prior written notice given within a reasonable period of time (not to exceed ninety (90) days) after the event giving rise to the right to elect occurs. In such a caseelect, the which termination of employment by the Executive shall constitute be an Event of Termination; provided, however, the Association . The Bank shall have thirty (30) days to cure the condition giving rise to the right Event of Termination, provided that the Executive to terminate employment (although the Association 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 one an Event of the events set forth in Termination under this clause (ii), 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 pursuant to the terms of this Agreementpayment. (b) Upon the occurrence of an Event of Termination, the Association 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 bonus(es) that Executive would have been be entitled to for 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 two years, and (ii) otherwise paid at such time as such bonus would have been paid absent an Event of Termination (i.e., if only one bonus would otherwise be paid during the remaining term, then one bonus will be included in the calculation). The payment Such payments shall be made paid in a lump sum on or before the 30th day following the Executive’s termination Separation from Service (within the meaning of employmentSection 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 the 60th day following the Executive’s termination of employment. The payment of severance will Separation from Service, and shall not be reduced in the event the Executive obtains other employment following his termination the Event of employmentTermination. Notwithstanding the foregoing, the Executive shall not be entitled to any payment payments or benefits under this Section 4 unless and until the (i) Executive executes a general release of his claims against the AssociationBank, 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”). The , and (ii) the payments and benefits will be made or shall begin on the 30th day following the date of the Executive’s termination of employmentSeparation from Service, provided that before that date 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 Association Bank shall provide, at the AssociationBank’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 Association Bank for the Executive and his dependents prior to the Event of Termination, except to the extent the such coverage may be changed in its application to all Association Bank employees and then the such coverage provided to the Executive and his dependents shall be commensurate with the 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 the such benefits would subject the Association Bank to penalties, then the Association Bank shall pay the Executive a cash lump sum payment reasonably estimated to be equal to the value (or the remaining value) of the such non-taxable medical and dental benefits, with the such payment to be made in a by lump sum within ten (10) business days of the date Date of terminationTermination, or if later, the date on which the Association Bank determines that the such insurance coverage (or the remainder of the such insurance coverage) cannot be provided for the foregoing reasons. 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 Association 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, 409A and any payment to be made under subparagraph sub-paragraph (b) or (c) of this Section 4 is shall be determined to be subject to Code Section 409A without any exception409A, then, then if required by Code Section 409A, the such payment or a portion of the such payment (to the minimum extent possible) shall be delayed and shall be 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 the Executive’s term of employment under this Agreement, the provisions of this Section 4 5 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 by the Bank of the Executive’s full-time employment by the Association hereunder for any reason other than termination governed by Section 6 (due to Disability Termination for Just Cause) or death), termination governed by Section 7 (due to Retirement), Termination for Disability or Section 8 (for Cause), provided that the termination of employment constitutes a “Separation from Service” (as defined in Section 4(d)Death); or (ii) the Executive’s resignation from the AssociationBank’s employ upon for any of the following (unless the condition has been previously consented to by the Executive):reasons: (A) the failure to elect or reelect or to appoint the or reappoint Executive to the position(s) positions set forth in under Section 1 or 1; (B) a material change in the Executive’s functionfunctions, duties, or responsibilitiesresponsibilities with the Bank, which change would cause the Executive’s position(s) position to become one of lesser responsibility, importance, or scope from the position(s) position and responsibilities, importance or scope attributes thereof described in Section 1 (and any material change shall be deemed a continuing breach of this Agreement by the Association)1, unless the Executive has agreed to the change in writingabove; (BC) a relocation of the Executive’s principal place of employment to a location that is by more than thirty-five (35) 30 miles from the location of the Association’s principal executive offices as of the Effective Datecorporate office located at 000 Xxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxx; (CD) a material reduction in the benefits and perquisites, including Base Salary, provided perquisites to the Executive from those being provided as of the Effective Date (except for any of this Agreement, other than a reduction that is part of a Bank-wide reduction in pay or benefits that is generally applicable to officers or employees of the Association)benefits; (DE) a liquidation or dissolution of the AssociationCompany 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 (EF) a material breach of this Agreement by the AssociationBank. Upon the occurrence of any event described in this clause clauses (iiA), the (B), (C), (D), (E) or (F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation for “Good Reason” upon not less than thirty sixty (3060) days prior written notice Notice of Termination, as defined in Section 9(a), given within a reasonable period of time six (not to exceed ninety (906) days) full calendar months after the event giving rise to the said right to elect occurselect. In such Notwithstanding the preceding sentence, in the event of a case, the termination of employment by the Executive shall constitute an Event of Termination; provided, however, the Association shall have thirty (30) days to cure the condition giving rise to the right of the Executive to terminate employment (although the Association may elect to waive said thirty (30) day period). For the avoidance of doubt, the non-renewal 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 2(asolely 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), without (B), (C), (D) or (F) above. (iii) Executive’s voluntary resignation from the occurrence of one Bank’s employ on the effective date of, or at any time following, a Change in Control of the events set forth in this clause (ii), prior to Bank or the end of 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 considered an deemed to have occurred in the event that would permit (i) the Executive 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 resign for Good Reason and receive a severance payment pursuant to stock form by reorganizing into the terms of this Agreementstock holding company structure. (b) Upon the occurrence of an Event of Termination, on the Association Date of Termination, as defined in Section 9(b), the Bank shall be obligated to 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, an amount equal to the Base Salary and bonuses 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 been entitled 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 remaining unexpired term 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 Agreement. For purposes three calendar years preceding the year in which the termination occurs in the case of determining a termination pursuant to Section 5(a)(iii); and (iv) the bonus(es) payable annual contributions or payments that would have been payable hereundermade 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 bonus(es) will be deemed to be equal to the average annual bonus paid over the prior three yearsDate of Termination. The payment Any payments hereunder shall be made in a lump sum on within thirty (30) days after the Date of Termination, or before in the 30th day following event Executive is a Specified Employee (within the Executive’s termination meaning of employmentTreasury Regulations §1.409A-1(i)), unless and to the payment is due in connection with a termination program involving more than one employeeextent necessary to avoid penalties under Code Section 409A, in which case the no payment shall be due within no more than made to Executive prior to the 60th first day of the seventh month following the Executive’s termination Date of employmentTermination. The payment of severance will Such payments shall 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 Association, 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”). The payments and benefits will be made or begin on the 30th day following the date of the Executive’s termination of employment, 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 Association shall provideBank will cause to be continued life insurance and non-taxable, at the Association’s expense, for the remaining unexpired term of the Agreement, nontaxable medical and dental and disability coverage substantially comparable, as reasonably available, identical to the coverage maintained by the Association Bank for the Executive and his dependents family prior to Executive’s termination. Such coverage shall continue at the Event Bank’s expense for a period of thirty-six (36) months from the Date of Termination, except to . If the extent Bank cannot provide one or more of the coverage may be changed benefits set forth in its application to all Association 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 this paragraph because Executive is not permitted under no longer an employee, applicable rules and regulations prohibit such benefits or the terms payment of such benefits in the applicable health insurance plansmanner contemplated, or if providing the benefits would subject the Association Bank to penalties, then the Association 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 such benefits, with the . Such cash lump sum payment shall be made in a lump sum within ten thirty (1030) business days after the Date of the date of terminationTermination, or if later, in the date on which event Executive is a Specified Employee (with the Association determines that the insurance coverage (or the remainder meaning of the insurance coverage) cannot be provided for the foregoing reasons. If providing a lump sum cash payment would result in a violation of Treasury Regulation Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”1.409A-1(i)), then and to the cash payment(s) extent necessary to avoid penalties under Code Section 409A, no payment shall be made to Executive prior to the Executive at first day of the time the premiums would otherwise have been paidseventh 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 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 this AgreementSection 5, a an “Event of Termination” as used herein shall mean “Separation from Service” shall have occurred if the Association as defined in Code Section 409A and the Treasury Regulations promulgated thereunder, provided, however, that 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 bona fide services performed will not exceed 49Executive would perform after termination would permanently decrease to a level that is less than 50% of the average level of bona fide services in performed (whether as an employee or an independent contractor) over 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 subparagraph (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) 36-month following the Executive’s Separation from Serviceperiod.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive’s term of employment under this Agreement, the provisions of this Section 4 5 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 Association of Executive’s full-time employment hereunder for any reason other than termination governed by Section 6 (due to Disability or deathTermination for Just Cause), or termination governed by Section 7 (due to RetirementTermination For Disability or Death), or termination governed by Section 8 (for Cause), provided that the termination of employment constitutes a “Separation from Service” (as defined in Section 4(d)Termination Upon Retirement); or (ii) the Executive’s resignation from the Association’s employ upon for any of the following reasons (unless the condition has been previously consented to by the Executiveeach shall be deemed a “Good Reason”): (A) the failure to elect or reelect or to appoint the or reappoint Executive to the position(s) position set forth in under Section 1 of this Agreement or the failure to nominate or re-nominate Executive as a director of the Company or the Association; (B) a material change in the Executive’s functionfunctions, duties, or responsibilitiesresponsibilities with the Association, which change would cause the Executive’s position(s) position to become one of lesser responsibility, importance, or scope from the position(s) position and responsibilities, importance or scope attributes described in Section 1 (and any material change shall be deemed a continuing breach of this Agreement by the Association), unless the Executive has agreed to the change in writingAgreement; (BC) a relocation of the Executive’s principal place of employment to a location that is by more than thirty-five (35) 30 miles from the location main office of the Association’s principal executive offices as of the Effective Date; (CD) a material reduction in the benefits and perquisites, including Base Salary, provided to the perquisites of Executive from those being provided as of the Effective Date (except for any Date, other than a reduction pursuant to Section 3(a) of this Agreement or a reduction that is part of a Association-wide reduction in pay or benefits that is generally applicable to officers or employees of the Association)benefits; (DE) a liquidation or dissolution of the Company or the Association, other than a liquidation or dissolution which does not affect the status of Executive; or (EF) a material breach of this Agreement by the Association. Upon the occurrence of any event described in this clause clauses (iiii)(A), the (B), (C), (D), (E) or (F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation for “Good Reason” upon not less than thirty (30) days prior written notice Notice of Termination, as defined in Section 9(a), given within a reasonable period of time (not to exceed ninety (90) days) days after the event giving rise to the said right to elect occurselect. In such a caseNotwithstanding the preceding sentence, Executive, after giving due notice within the termination prescribed time frame of employment an initial event specified above, shall not waive any of his rights under this Agreement by the Executive shall constitute an Event of Termination; provided, however, the Association shall have thirty (30) days to cure the condition giving rise to the right virtue of the fact that Executive has submitted his resignation but has remained in the employ of the Association, provided Executive is engaged in good faith discussions to terminate employment resolve the occurrence of any event described in clauses (although the Association may elect to waive said ii)(A), (B), (C), (D), (E) or (F) above. During this thirty (30) day period). For the avoidance of doubt, the non-renewal Association and the Company shall have the right to cure the Good Reason, and in the event that the Association cures said Good Reason, Executive shall no longer have the right to terminate employment and receive a payment under this Agreement. (iii) The termination of this Agreement under Section 2(a)Executive’s employment (other than Termination for Just Cause) by the Association (or any successor thereto) on the effective date of, without or at any time following a Change in Control, or Executive’s resignation from the occurrence Association’s employ due to Good Reason (subject to Executive’s notice of one of Good Reason and the events Company’s or the Association’s right to cure, as set forth in this clause (iiSection 5(a)(ii)) on the effective date of, prior to the end of or at any time following a Change in Control, during the term of this Agreement. For these purposes, a Change in Control 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 mean the occurrence of an Event of Termination, the Association 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 remaining unexpired term any 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. 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 Association, 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”). The payments and benefits will be made or begin on the 30th day following the date of the Executive’s termination of employment, 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 Association shall provide, at the Association’s expense, for the remaining unexpired term of the Agreement, nontaxable medical and dental coverage substantially comparable, as reasonably available, to the coverage maintained by the Association 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 Association 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 insurance plans, or if providing the benefits would subject the Association to penalties, then the Association 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 within ten (10) business days of the date of termination, or if later, the date on which the Association determines that the insurance coverage (or the remainder of the insurance coverage) cannot be provided for the foregoing reasons. 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 Association 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 subparagraph (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.events:

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive’s term of employment under this Agreement, the provisions of this Section 4 5 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 by the Bank of the Executive’s full-time employment by the Association hereunder for any reason other than termination governed by Section 6 (due to Disability Termination for Just Cause) or death), termination governed by Section 7 (due to Retirement), Termination for Disability or Section 8 (for Cause), provided that the termination of employment constitutes a “Separation from Service” (as defined in Section 4(d)Death); or (ii) the Executive’s resignation from the AssociationBank’s employ upon for any of the following reasons (unless the condition has been previously consented to by the Executiveeach of which shall be deemed a “Good Reason”): (A) the failure to elect or reelect or to appoint or reappoint Executive as an Executive Vice President of the Executive to the position(sBank (without Executive’s consent); (B) set forth in Section 1 or a material change in the Executive’s functionfunctions, duties, or responsibilitiesresponsibilities with the Bank, which change would cause the Executive’s position(s) position to become one of lesser responsibility, importance, or scope from the position(s) position and responsibilities, importance or scope attributes thereof described in Section 1 (and any material change shall be deemed a continuing breach of this Agreement by the Association)1, unless the Executive has agreed to the change in writingabove; (BC) a relocation of the Executive’s principal place of employment to a location that is by more than thirty-five (35) 35 miles from the location of the Association’s principal executive offices as of the Effective Date; corporate office located at 000 Xxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxx; (CD) a material reduction in the benefits and perquisites, including Base Salary, provided perquisites to the Executive from those being provided as of the Effective Date (except for any of this Agreement, other than a reduction that is part of a Bank-wide reduction in pay or benefits that is generally applicable to officers or employees of the Association)benefits; (DE) a liquidation or dissolution of the AssociationCompany 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 (EF) a material breach of this Agreement by the AssociationBank. Upon the occurrence of any event described in this clause clauses (iiA), the (B), (C), (D), (E) or (F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation for “Good Reason” upon not less than thirty sixty (3060) days prior written notice Notice of Termination, as defined in Section 9(a), given within a reasonable period of time (not to exceed ninety (90) days) days after the event giving rise to the said right to elect occurselect. In such a caseThereafter, the termination of employment by the Executive shall constitute an Event of Termination; provided, however, the Association Bank shall have thirty (30) days to cure the condition giving rise to Good Reason, which period may be waived by the right of Bank. If the Executive to terminate employment (although the Association may elect to waive said thirty (30) day period). For the avoidance of doubtBank cures, the non-renewal 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 2(asolely 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), without (B), (C), (D) or (F) above. (iii) Executive’s resignation for Good Reason or Executive’s involuntary termination of employment by the occurrence of one Bank on the effective date of, or at any time following, a Change in Control of the events set forth in this clause (ii), prior to Bank or the end of Company during the term of this Agreement, shall not be considered an event provided that would permit 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 resign for Good Reason and receive a severance payment 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 terms 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 Agreementclause (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 Association Date of Termination, as defined in Section 9(b), the Bank shall be obligated to 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, 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 bonuses to which the incentive compensation or bonus payments that Executive would have been entitled earned, in accordance with Sections 3(a) and 3(b), if he had continued his employment with the Bank for the remaining unexpired term a twenty-four (24) month period following his termination of the Agreement. For purposes of determining the bonus(es) payable that would have been payable hereunderemployment, the bonus(es) will be deemed to be 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 paid over and/or incentive award earned by him in any of the prior three yearstwo calendar years preceding the year in which the termination occurs in the case of a termination pursuant to Section 5(a)(iii). The payment Any payments hereunder shall be made in a lump sum on within thirty (30) days after the Date of Termination, or before in the 30th day following event Executive is a Specified Employee (within the Executive’s termination meaning of employmentTreasury Regulations §1.409A-1(i)), unless and to the payment is due in connection with a termination program involving more than one employeeextent necessary to avoid penalties under Code Section 409A, in which case the no payment shall be due within no more than made to Executive prior to the 60th first day of the seventh month following the Executive’s termination Date of employmentTermination. The payment of severance will Such payments shall not be reduced in the event the Executive obtains other employment following his 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 not be entitled to any payment 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 4 unless 280G, or any successor thereto, and until 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 executes 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 general 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 his all claims that Executive or any of Executive’s affiliates or beneficiaries may have against the AssociationBank, the Company and 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 the Executive’s employment relationship, including claims under the Age Discrimination in Employment ActAct (“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 (the “Release”)Agreement. The payments and benefits will be made or begin on the 30th day following the date of the Executive’s termination of employment, 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 Association shall provide, at the Association’s expense, for the remaining unexpired term of the Agreement, nontaxable medical and dental coverage substantially comparable, as reasonably available, In order to the coverage maintained by the Association 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 Association employees and then the coverage provided to the Executive and his dependents shall be commensurate comply 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 insurance plans, or if providing the benefits would subject the Association to penalties, then the Association 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 within ten (10) business days of the date of termination, or if later, the date on which the Association determines that the insurance coverage (or the remainder of the insurance coverage) cannot be provided for the foregoing reasons. If providing a lump sum cash payment would result in a violation requirements of Section 409A of the Internal Revenue Code and the ADEA, the Release must be provided to Executive no later than the date 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 “his Separation from Service” shall have occurred if Service and Executive, the Association Company and the Executive reasonably anticipate that either no further services will Bank must execute the Release within twenty-one (21) days (or such longer period as may be performed required by the Executive applicable law) after the date of the Event of Termination termination without subsequent revocation by Executive within seven (whether as an employee or as an independent contractor7) or the level of further services performed will not exceed 49% days after execution of the average level Release. (g) Executive may voluntarily terminate his employment during the term of bona fide services in this Agreement (other than for Good Reason) upon at least ninety (90) days prior written notice to the thirty-six (36) months immediately preceding Board of Directors of the Event of TerminationBank. For all purposes hereunderIn its discretion, the definition Board of Separation from Service shall 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 interpreted consistent with Treasury Regulation Section 1.409A-1(h)(ii). If subject to the Executive is a “Specified Employee,” as defined requirements and restrictions set forth in Code Section 409A, Sections 11(a) and any payment to be made under subparagraph (b) or (c11(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 ServiceAgreement.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive’s term of employment under this Agreement, the provisions of this Section 4 5 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 by the Bank of the Executive’s full-time employment by the Association hereunder for any reason other than termination governed by Section 6 (due to Disability or deathTermination for Just Cause), or termination governed by Section 7 (due to RetirementTermination For Disability or Death), or termination governed by Section 8 (for Cause), provided that the termination of employment constitutes a “Separation from Service” (as defined in Section 4(d)Termination Upon Retirement); or (ii) the Executive’s resignation from the AssociationBank’s employ upon for any of the following reasons (unless the condition has been previously consented to by the Executiveeach shall be deemed a “Good Reason”): (A) the failure to elect or reelect or to appoint the or reappoint Executive to the position(s) position set forth in under Section 1 or of this Agreement; (B) a material change in the Executive’s functionfunctions, duties, or responsibilitiesresponsibilities with the Bank, which change would cause the Executive’s position(s) position to become one of lesser responsibility, importance, or scope from the position(s) position and responsibilities, importance or scope attributes described in Section 1 (and any material change shall be deemed a continuing breach of this Agreement by the Association), unless the Executive has agreed to the change in writingAgreement; (BC) a relocation of the Executive’s principal place of employment to a location that is by more than thirty-five (35) 50 miles from the location main office of the Association’s principal executive offices as of the Effective DateBank; (CD) a material reduction in the benefits and perquisites, including Base Salary, provided to the perquisites of Executive from those being provided as of the Effective Date (except for any Date, other than a reduction pursuant to Section 3(a) of this Agreement or a reduction that is part of a Bank-wide reduction in pay or benefits that is generally applicable to officers or employees of the Association)benefits; (DE) a liquidation or dissolution of any holding company of the AssociationBank or the Bank, other than a liquidation or dissolution which does not affect the status of Executive; or (EF) a material breach of this Agreement by the AssociationBank. Upon the occurrence of any event described in this clause clauses (iiii)(A), the (B), (C), (D), (E) or (F), above, Executive shall have the right to elect to terminate his her employment under this Agreement by resignation for “Good Reason” upon not less than thirty (30) days prior written notice Notice of Termination, as defined in Section 9(a), given within a reasonable period of time (not to exceed ninety (90) days) days after the event giving rise to the said right to elect occurselect. In such a caseNotwithstanding the preceding sentence, Executive, after giving due notice within the termination prescribed time frame of employment an initial event specified above, shall not waive any of her rights under this Agreement by the Executive shall constitute an Event of Termination; provided, however, the Association shall have thirty (30) days to cure the condition giving rise to the right virtue of the fact that Executive has submitted her resignation but has remained in the employ of the Bank, provided Executive is engaged in good faith discussions to terminate employment resolve the occurrence of any event described in clauses (although the Association may elect to waive said ii)(A), (B), (C), (D), (E) or (F) above. During this thirty (30) day period). For the avoidance of doubt, the non-renewal Bank shall have the right to cure the Good Reason, and in the event that the Bank cures said Good Reason, Executive shall no longer have the right to terminate employment and receive a payment under this Agreement. (iii) the termination of this Agreement under Section 2(a)Executive’s employment (other than Termination for Just Cause) by the Bank (or any successor thereto) on the effective date of, without or at any time following a Change in Control, or Executive’s resignation from the occurrence Bank’s employ due to Good Reason (subject to Executive’s notice of one of Good Reason and the events Bank’s right to cure, as set forth in this clause (iiSection 5(a)(ii)) on the effective date of, prior to the end of or at any time following a Change in Control, during the term of this Agreement. For these purposes, a Change in Control 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 mean the occurrence of an Event of Termination, the Association 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 remaining unexpired term any 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. 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 Association, 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”). The payments and benefits will be made or begin on the 30th day following the date of the Executive’s termination of employment, 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 Association shall provide, at the Association’s expense, for the remaining unexpired term of the Agreement, nontaxable medical and dental coverage substantially comparable, as reasonably available, to the coverage maintained by the Association 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 Association 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 insurance plans, or if providing the benefits would subject the Association to penalties, then the Association 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 within ten (10) business days of the date of termination, or if later, the date on which the Association determines that the insurance coverage (or the remainder of the insurance coverage) cannot be provided for the foregoing reasons. 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 Association 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 subparagraph (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.events:

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the term of this Agreement, the provisions of this Section 4 shall apply; provided, however, that in the event an such Event of Termination occurs in connection with within eighteen (18) months following a Change in Control (as provided for defined in Section 55 hereof), Section 5 shall apply with respect to the determination of severance benefitsinstead. 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 hereunder by the Association Bank for any reason other than termination governed by Section 5 (in connection with or following a Change in Control), Section 6 (due to Disability or death), Section 7 (due to Retirement), or Section 8 (for Cause), provided that the such termination of employment constitutes a “Separation from Service” within the meaning of Section 409A of the Internal Revenue Code (as defined in Section 4(d)“Code”); or (ii) the Executive’s resignation from the AssociationBank’s employ upon any of the following (following, unless the condition has been previously consented to by the Executive):: (A) the failure to appoint the Executive to the position(s) position set forth in Section 1 1, or a material change in the Executive’s function, duties, or responsibilities, which change would cause the Executive’s position(s) position to become one of lesser responsibility, importance, or scope from the position(s) position and responsibilities, importance or scope responsibilities described in Section 1 1, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement by the AssociationBank), unless the Executive has agreed to the change in writing; (B) failure to elect Executive to the Board of the Company and the Bank or a removal without cause from any such board; (C) a relocation of the Executive’s principal place of employment to a location that is more than thirty-five thirty (3530) miles from the location of the AssociationBank’s principal executive offices as of the Effective Datedate of this Agreement; (CD) a material reduction in the benefits and perquisites, including Base Salary, provided to the Executive from those being provided as of the Effective Date (except for any reduction that is part of a reduction in pay or benefits that is generally applicable to officers or employees of the AssociationBank); (DE) a liquidation or dissolution of the AssociationBank; or (EF) a material breach of this Agreement by the AssociationBank. Upon the occurrence of any event described in this clause (ii)) above, the Executive shall have the right to elect to terminate his employment under this Agreement by resignation for “Good Reason” upon not less than thirty (30) days prior written notice given within a reasonable period of time (not to exceed ninety (90) days) after the event giving rise to the right to elect occurs. In such a caseelect, the which termination of employment by the Executive shall constitute be an Event of Termination; provided, however, the Association . The Bank shall have thirty (30) days to cure the condition giving rise to the right Event of Termination, provided that the Executive to terminate employment (although the Association 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 Association 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 that Executive would have been be entitled to for 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 (i) equal to the average annual highest bonus paid over 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. The payment Such payments shall be made paid in a lump sum on or before the 30th day following the Executive’s termination Separation from Service (within the meaning of employment, unless Section 409A of the payment is due in connection with a termination program involving more than one employee, in which case the payment Code) and shall be due within no more than the 60th day following the Executive’s termination of employment. The payment of severance will not be reduced in the event the Executive obtains other employment following his termination the Event of employmentTermination. Notwithstanding the foregoing, the Executive shall not be entitled to any payment payments or benefits under this Section 4 unless and until the (i) Executive executes a general release of his claims against the AssociationBank, 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”). The , and (ii) the payments and benefits will be made or shall begin on the 30th day following the date of the Executive’s termination of employmentSeparation from Service, provided that before that date 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 Association 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 AssociationBank’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 Association Bank for the Executive and his dependents prior to the Event of Termination, except to the extent the such coverage may be changed in its application to all Association employees and then the coverage provided to the Executive and his dependents shall be commensurate with the changed coverageBank employees. 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 insurance plans, or if providing the such benefits would subject the Association Bank to penalties, then the Association Bank shall pay the Executive a cash lump sum payment reasonably estimated to be equal to the value (or the remaining value) cost of the such non-taxable medical and dental benefits, with the such payment to be made in a by lump sum within ten thirty (1030) business days of the date Date of terminationTermination, or if later, the date on which the Association Bank determines that the such insurance coverage (or the remainder of the such insurance coverage) cannot be provided for the foregoing reasons. 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. (de) For purposes of this Agreement, a “Separation from Service” shall have occurred if the Association 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) 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 the Executive is a “Specified Employee,” , as defined in Code Section 409A, 409A and any payment to be made under subparagraph sub-paragraph (b) or (c) of this Section 4 is shall be determined to be subject to Code Section 409A without any exception409A, then, then if required by Code Section 409A, the such payment or a portion of the such payment (to the minimum extent possible) shall be delayed and shall be 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 the term of this Agreement), the provisions of this Section 4 section 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 by the Company or the Bank of the Executive’s full-time employment by the Association hereunder for any reason other than termination governed by Section 6 (due to Disability or death), Section 7 (due to Retirement), or Section 8 (a Termination for Cause), provided that the termination of employment constitutes a “Separation from Service” (as defined in Section 4(d))8 hereof, or a termination upon Retirement as defined in Section 7 hereof, or a termination for Disability as set forth in Section 6 hereof; orand (ii) the Executive’s resignation from the AssociationEmployer’s employ upon any of the following events (which shall be treated as termination of employment for “Good Reason”), unless the condition has been previously consented to by the Executive):: (A) the failure to appoint the Executive to the position(s) Executive Position set forth in Section 1 above, or a material change in the Executive’s function, duties, or responsibilities, which change would cause the Executive’s position(s) position to become one of lesser responsibility, importance, or scope from the position(s) position and responsibilities, importance or scope responsibilities described in Section 1 above (and any such material change shall be deemed a continuing breach of this Agreement by the AssociationAgreement), unless the Executive has agreed to the change in writing; (B) a relocation of the Executive’s principal place of employment to a location that is more than thirty-five (35) miles from the location of the AssociationEmployer’s principal executive offices as of the Effective Datedate of this Agreement; (C) a material reduction in the benefits and perquisites, including Base Salary, provided to the Executive from those being provided in the Agreement as of the Effective Date (except for any reduction that is part of a reduction in pay or benefits that is generally applicable to officers or employees of the Associationemployees); (D) a liquidation or dissolution of the AssociationBank or the Company other than liquidations or dissolutions that are caused by reorganizations that do not affect the status of the Executive; or (E) a material breach of this Agreement by the AssociationEmployer. Upon the occurrence of any event described in this clause (ii)) above, the Executive shall have the right to elect to terminate his employment under this Agreement by resignation for “Good Reason” upon not less than thirty (30) within 90 days prior written notice given within a reasonable period of time (not to exceed ninety (90) days) after the event giving rise to the said right to elect occurs. In such a caseelect, the which termination of employment by the Executive shall constitute be an Event of Termination. The Employer shall have 30 days to remedy any event set forth in clauses (ii)(A) through (E) above; provided, however, that the Association Employer shall have thirty (be entitled to waive such period and make an immediate payment hereunder. If the Employer remedies the event within such 30) days -day cure period, then no Good Reason shall be deemed to exist with respect to such event. If the Employer does not remedy the event within such 30-day cure the condition giving rise to the right of period, then the Executive to terminate employment (although the Association may elect to waive said thirty (30deliver a Notice of Termination, as defined in Section 9(c) day period). For the avoidance of doubthereof, 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 at any time within 60 days following the expiration of such cure period. (iii) Executive’s involuntary termination of employment without cause or voluntary resignation for Good Reason from the Employer’s employ within one (1) year following a severance payment pursuant to the terms of this AgreementChange in Control (as defined in Section 5 below). (b) Upon Within 30 days following the occurrence of an Event of Termination, the Association Employer 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, a lump sum cash amount equal to three times the sum of (x) highest annual rate of Base Salary and bonuses paid to which the Executive would have been entitled for the remaining unexpired term of at any time under the Agreement. For purposes of determining the bonus(es, and (y) payable that would have been payable hereunder, the bonus(es) will be deemed to be equal to the average annual incentive bonus paid over to Executive during the prior three years. The payment shall be made in a lump sum on or before completed calendar years preceding the 30th day following the Executive’s termination Event of employmentTermination; provided, unless the however, that if such payment is due made in connection with an involuntary termination of employment or voluntary resignation for Good Reason within one year after a termination program involving more than one employeeChange in Control, then such payment is conditioned upon the Executive signing a general release acceptable to the Employer, in which case substantially the form set forth as Appendix A to this Agreement. Such payment shall be due within no more than the 60th day following the Executive’s termination of employment. The payment of severance will not be reduced in the event the Executive obtains other employment following his termination of employment. Notwithstanding the foregoingUpon an Event of Termination, the Executive shall not be entitled to have such rights as specified in any payment or benefits under this Section 4 unless and until the Executive executes a general release of his claims against the Association, 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 other employee benefit plans or other benefit plans programs maintained by the Employer, as may be in which the Executive is vested, claims for benefits required by applicable law or claims with respect effect from time to obligations set forth in this Agreement that survive the termination of this Agreement (the “Release”). The payments and benefits will be made or begin on the 30th day following the date of the Executive’s termination of employment, 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 lawtime. (c) Upon the occurrence of an Event of Termination, the Association shall Employer will continue to provide, at under the Association’s expensesame cost-sharing arrangement as is in effect upon the Event of Termination, for the remaining unexpired term of the Agreement, nontaxable life insurance and non-taxable medical and dental health insurance coverage substantially comparable, as reasonably or customarily available, to the coverage maintained by the Association Employer for the Executive and his dependents prior to the Event of Terminationhis termination, except to the extent the such coverage may be changed in its application to all Association employees and then Employer employees. Such coverage shall cease 36 months following the coverage provided to the Executive and his dependents shall be commensurate with the changed coverage. Event of Termination. (d) 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 event the Executive is not permitted under the terms of the applicable health insurance plansa Specified Employee (as defined herein), or if providing the benefits would subject the Association to penalties, then the Association shall pay the Executive a cash lump sum payment reasonably estimated to be equal solely to the value (or extent necessary to avoid penalties under Code Section 409A, payment to the remaining valueExecutive’s benefit pursuant to Sections 4(b) of the non-taxable medical and dental benefits, with the payment made in a lump sum within ten (10) business days of the date of termination, or if later, the date on which the Association determines that the insurance coverage (or the remainder of the insurance coverage) cannot be provided for the foregoing reasons. 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”4(c), then the cash payment(s) if applicable, 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 Association 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 subparagraph (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 Event of Termination; provided, however, that the six-month delay for such payment shall not apply in the event that the separation pay is due to upon an involuntary Separation from ServiceService or a Good Reason Separation from Service and the amount of the separation pay does not exceed two times the lesser of (i) the Executive’s annualized compensation based upon his annual rate of pay for the taxable year preceding the year in which the Separation from Service occurs; or (ii) the limit set forth in Section 401(a)(17) of the Internal Revenue Code for the year in which the Separation from Service occurs (i.e. for 2009, $245,000), as provided in Treasury Regulation Section 1.409A-1(b)(9)(iii) (which separation pay, if in excess of the limit, shall be made as provided herein up to the amount of the limit). “Specified Employee” shall be interpreted to comply with Code Section 409A and shall mean a key employee within the meaning of Code Section 416(i) (without regard to paragraph 5 thereof), but an individual shall be a “Specified Employee” only if the Company or the Bank or any affiliate is a publicly traded company.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive’s term of employment under this Agreement, the provisions of this Section 4 5 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 by the Bank of the Executive’s full-time employment by the Association hereunder for any reason other than termination governed by Section 6 (due to Disability or deathTermination for Just Cause), or termination governed by Section 7 (due to RetirementTermination For Disability or Death), or termination governed by Section 8 (for Cause), provided that the termination of employment constitutes a “Separation from Service” (as defined in Section 4(d)Termination Upon Retirement); or (ii) the Executive’s resignation from the AssociationBank’s employ upon for any of the following reasons (unless the condition has been previously consented to by the Executiveeach shall be deemed a “Good Reason”): (A) the failure to elect or reelect or to appoint the or reappoint Executive to the position(s) position set forth in under Section 1 of this Agreement or the failure to nominate or re-nominate Executive as a director of the Bank; (B) a material change in the Executive’s functionfunctions, duties, or responsibilitiesresponsibilities with the Bank, which change would cause the Executive’s position(s) position to become one of lesser responsibility, importance, or scope from the position(s) position and responsibilities, importance or scope attributes described in Section 1 (and any material change shall be deemed a continuing breach of this Agreement by the Association), unless the Executive has agreed to the change in writingAgreement; (BC) a relocation of the Executive’s principal place of employment to a location that is by more than thirty-five (35) 30 miles from the location main office of the Association’s principal executive offices as of the Effective DateBank; (CD) a material reduction in the benefits and perquisites, including Base Salary, provided to the perquisites of Executive from those being provided as of the Effective Date (except for any Date, other than a reduction pursuant to Section 3(a) of this Agreement or a reduction that is part of a Bank-wide reduction in pay or benefits that is generally applicable to officers or employees of the Association)benefits; (DE) a liquidation or dissolution of the AssociationBank, other than a liquidation or dissolution which does not affect the status of Executive; or (EF) a material breach of this Agreement by the AssociationBank. Upon the occurrence of any event described in this clause clauses (iiii)(A), the (B), (C), (D), (E) or (F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation for “Good Reason” upon not less than thirty (30) days prior written notice Notice of Termination, as defined in Section 9(a), given within a reasonable period of time (not to exceed ninety (90) days) days after the event giving rise to the said right to elect occurselect. In such a caseNotwithstanding the preceding sentence, Executive, after giving due notice within the termination prescribed time frame of employment an initial event specified above, shall not waive any of his rights under this Agreement by the Executive shall constitute an Event of Termination; provided, however, the Association shall have thirty (30) days to cure the condition giving rise to the right virtue of the fact that Executive has submitted his resignation but has remained in the employ of the Bank, provided Executive is engaged in good faith discussions to terminate employment resolve the occurrence of any event described in clauses (although the Association may elect to waive said ii)(A), (B), (C), (D), (E) or (F) above. During this thirty (30) day period). For the avoidance of doubt, the non-renewal Bank shall have the right to cure the Good Reason, and in the event that the Bank cures said Good Reason, Executive shall no longer have the right to terminate employment and receive a payment under this Agreement. (iii) The termination of this Agreement under Section 2(a)Executive’s employment (other than Termination for Just Cause) by the Bank (or any successor thereto) on the effective date of, without or at any time following a Change in Control, or Executive’s resignation from the occurrence Bank’s employ due to Good Reason (subject to Executive’s notice of one of Good Reason and the events Bank’s right to cure, as set forth in this clause (iiSection 5(a)(ii)) on the effective date of, prior to the end of or at any time following a Change in Control, during 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 Association 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 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. 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 Association, 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”). The payments and benefits will be made or begin on the 30th day following the date of the Executive’s termination of employment, 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 Association shall provide, at the Association’s expense, for the remaining unexpired term of the Agreement, nontaxable medical and dental coverage substantially comparable, as reasonably available, to the coverage maintained by the Association 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 Association 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 insurance plans, or if providing the benefits would subject the Association to penalties, then the Association 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 within ten (10) business days of the date of termination, or if later, the date on which the Association determines that the insurance coverage (or the remainder of the insurance coverage) cannot be provided for the foregoing reasons. 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, the term “Change in Control” means: (i) a “Separation from Service” shall have occurred if change in the Association and the Executive reasonably anticipate that either no further services will be performed by the Executive after the date ownership of the Event of Termination Corporation; (whether as an employee or as an independent contractorii) or a change in the level of further services performed will not exceed 49% effective control of the average level of bona fide services Corporation; or (iii) a change in the thirty-six (36) months immediately preceding ownership of a substantial portion of the Event assets 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,” Corporation as defined in accordance with Code Section 409A, and any payment to be made under subparagraph (b) or (c) 409A. For purposes of this Section 4 is determined to be subject to Code Section 409A without any exception, then, if required by Code Section 409Aprovision, the payment term “Corporation” means the Bank, the Company or a portion any 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 Servicetheir successors, as applicable.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive’s term of employment under this Agreement, the provisions of this Section 4 5 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 by the Bank of the Executive’s full-time employment by the Association hereunder for any reason other than termination governed by Section 6 (due to Disability Termination for Just Cause) or death), termination governed by Section 7 (due to Retirement), Termination for Disability or Section 8 (for Cause), provided that the termination of employment constitutes a “Separation from Service” (as defined in Section 4(d)Death); or (ii) the Executive’s resignation from the AssociationBank’s employ upon for any of the following reasons (unless the condition has been previously consented to by the Executiveeach of which shall be deemed a “Good Reason”): (A) the failure to elect or reelect or to appoint the or reappoint Executive to the position(s) positions set forth in under Section 1 or 1; (B) a material change in the Executive’s functionfunctions, duties, or responsibilitiesresponsibilities with the Bank, which change would cause the Executive’s position(s) position to become one of lesser responsibility, importance, or scope from the position(s) position and responsibilities, importance or scope attributes thereof described in Section 1 (and any material change shall be deemed a continuing breach of this Agreement by the Association)1, unless the Executive has agreed to the change in writingabove; (BC) a relocation of the Executive’s principal place of employment to a location that is by more than thirty-five (35) 30 miles from the location of the Association’s principal executive offices as of the Effective Datecorporate office located at 500 Xxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxx; (CD) a material reduction in the benefits and perquisites, including Base Salary, provided perquisites to the Executive from those being provided as of the Effective Date (except for any of this Agreement, other than a reduction that is part of a Bank-wide reduction in pay or benefits that is generally applicable to officers or employees of the Association)benefits; (DE) a liquidation or dissolution of the AssociationCompany or the Bank, other than a liquidation or dissolution that is caused by a reorganization which does not affect the status of Executive; or (EF) a material breach of this Agreement by the AssociationBank. Upon the occurrence of any event described in this clause clauses (iiA), the (B), (C), (D), (E) or (F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation for “Good Reason” upon not less than thirty sixty (3060) days prior written notice Notice of Termination, as defined in Section 9(a), given within a reasonable period of time six (not to exceed ninety (906) days) full calendar months after the event giving rise to the said right to elect occurselect. In such a caseThereafter, the termination of employment by the Executive shall constitute an Event of Termination; provided, however, the Association Bank shall have thirty (30) days to cure the condition giving rise to Good Reason, which period may be waived by the right of Bank. If the Executive to terminate employment (although the Association may elect to waive said thirty (30) day period). For the avoidance of doubtBank cures, the non-renewal 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 2(asolely 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), without (B), (C), (D) or (F) above. (iii) Executive’s resignation for Good Reason or Executive’s involuntary termination of employment by the occurrence of one Bank on the effective date of, or at any time following, a Change in Control of the events set forth in this clause (ii), prior to Bank or the end of Company during the term of this Agreement, shall not be considered an event provided that would permit 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 resign for Good Reason and receive a severance payment 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 terms 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 Agreementclause (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 Association Date of Termination, as defined in Section 9(b), the Bank shall be obligated to 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, an amount equal to the Base Salary and bonuses 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 been entitled 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 remaining unexpired term 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 Agreement. For purposes three calendar years preceding the year in which the termination occurs in the case of determining a termination pursuant to Section 5(a)(iii); and (iv) the bonus(es) payable annual contributions or payments that would have been payable hereundermade 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 bonus(es) will be deemed to be equal to the average annual bonus paid over the prior three yearsDate of Termination. The payment Any payments hereunder shall be made in a lump sum on within thirty (30) days after the Date of Termination, or before in the 30th day following event Executive is a Specified Employee (within the Executive’s termination meaning of employmentTreasury Regulations §1.409A-1(i)), unless and to the payment is due in connection with a termination program involving more than one employeeextent necessary to avoid penalties under Code Section 409A, in which case the no payment shall be due within no more than made to Executive prior to the 60th first day of the seventh month following the Executive’s termination Date of employmentTermination. The payment of severance will Such payments shall 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 Association, 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”). The payments and benefits will be made or begin on the 30th day following the date of the Executive’s termination of employment, 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 Association shall provideBank will cause to be continued life insurance and non-taxable, at the Association’s expense, for the remaining unexpired term of the Agreement, nontaxable medical and dental and disability coverage substantially comparable, as reasonably available, identical to the coverage maintained by the Association Bank for the Executive and his dependents family prior to Executive’s termination. Such coverage shall continue at the Event Bank’s expense for a period of thirty-six (36) months from the Date of Termination, except to . If the extent Bank cannot provide one or more of the coverage may be changed benefits set forth in its application to all Association 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 this paragraph because Executive is not permitted under no longer an employee, applicable rules and regulations prohibit such benefits or the terms payment of such benefits in the applicable health insurance plansmanner contemplated, or if providing the benefits would subject the Association Bank or Executive to penalties, then the Association 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 such benefits, with the . Such cash lump sum payment shall be made in a lump sum within ten thirty (1030) business days after the Date of the date of termination, Termination (or if later, the date on which it is determined that providing such benefits would subject the Association determines that the insurance coverage (Bank or the remainder of the insurance coverage) cannot be provided for the foregoing reasons. 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”Executive to penalties), then or in the cash payment(s) 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 Executive at first day of the time the premiums would otherwise have been paidseventh 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 this AgreementSection 5, a an “Event of Termination” as used herein shall mean “Separation from Service” shall have occurred if the Association as defined in Code Section 409A and the Treasury Regulations promulgated thereunder, provided, however, that 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 bona fide services performed will not exceed 49Executive would perform after termination would permanently decrease to a level that is less than 50% of the average level of bona fide services in performed (whether as an employee or an independent contractor) over 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 subparagraph (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) 36-month following the Executive’s Separation from Serviceperiod.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive’s term of employment under this Agreement, the provisions of this Section 4 5 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 by the Bank of the Executive’s full-time employment by the Association hereunder for any reason other than termination governed by Section 6 (due Termination for Just Cause), or termination governed by Section 7 (Termination Due to Disability or death), Section 7 (due to RetirementDeath), or termination governed by Section 8 (for Cause), provided that the termination of employment constitutes a “Separation from Service” (as defined in Section 4(d)Termination Upon Retirement); or (ii) the Executive’s resignation from the AssociationBank’s employ upon for any of the following reasons (unless the condition has been previously consented to by the Executiveeach shall be deemed a “Good Reason”): (A) the failure to elect or reelect or to appoint the or reappoint Executive to the position(s) position set forth in under Section 1 of this Agreement or the failure to nominate or re-nominate Executive as a director of the Company or the Bank; (B) a material change in the Executive’s functionfunctions, duties, or responsibilitiesresponsibilities with the Bank, which change would cause the Executive’s position(s) position to become one of lesser responsibility, importance, or scope from the position(s) position and responsibilities, importance or scope attributes described in Section 1 (and any material change shall be deemed a continuing breach of this Agreement by the Association), unless the Executive has agreed to the change in writingAgreement; (BC) a relocation of the Executive’s principal place of employment to a location that is by more than thirty-five (35) 30 miles from the location main office of the Association’s principal executive offices as of the Effective DateBank; (CD) a material reduction in the benefits and perquisites, including Base Salary, provided to the perquisites of Executive from those being provided as of the Effective Date (except for any Date, other than a reduction pursuant to Section 3(a) of this Agreement or a reduction that is part of a Bank-wide reduction in pay or benefits that is generally applicable to officers or employees of the Association)benefits; (DE) a liquidation or dissolution of the AssociationCompany or the Bank, other than a liquidation or dissolution which does not affect the status of Executive; or (EF) a material breach of this Agreement by the AssociationBank. Upon the occurrence of any event described in this clause clauses (iiii)(A), the (B), (C), (D), (E) or (F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation for “Good Reason” upon not less than thirty (30) days prior written notice Notice of Termination, as defined in Section 9(a), given within a reasonable period of time (not to exceed ninety (90) days) days after the event giving rise to the said right to elect occurselect. In such a caseNotwithstanding the preceding sentence, Executive, after giving due notice within the termination prescribed time frame of employment an initial event specified above, shall not waive any of his rights under this Agreement by the Executive shall constitute an Event of Termination; provided, however, the Association shall have thirty (30) days to cure the condition giving rise to the right virtue of the fact that Executive has submitted his resignation but has remained in the employ of the Bank, provided Executive is engaged in good faith discussions to terminate employment resolve the occurrence of any event described in clauses (although the Association may elect to waive said ii)(A), (B), (C), (D), (E) or (F) above. During this thirty (30) day period). For the avoidance of doubt, the non-renewal Bank and the Company shall have the right to cure the Good Reason, and in the event that the Bank cures said Good Reason, Executive shall no longer have the right to terminate employment and receive a payment under this Agreement. (iii) The termination of this Agreement under Section 2(a)Executive’s employment (other than Termination for Just Cause) by the Bank (or any successor thereto) on the effective date of, without or at any time following a Change in Control, or Executive’s resignation from the occurrence Bank’s employ due to Good Reason (subject to Executive’s notice of one of Good Reason and the events Company’s or the Bank’s right to cure, as set forth in this clause (iiSection 5(a)(ii)) on the effective date of, prior to the end of or at any time following a Change in Control, during the term of this Agreement. For these purposes, a Change in Control 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 mean the occurrence of an Event of Termination, the Association 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 remaining unexpired term any 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. 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 Association, 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”). The payments and benefits will be made or begin on the 30th day following the date of the Executive’s termination of employment, 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 Association shall provide, at the Association’s expense, for the remaining unexpired term of the Agreement, nontaxable medical and dental coverage substantially comparable, as reasonably available, to the coverage maintained by the Association 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 Association 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 insurance plans, or if providing the benefits would subject the Association to penalties, then the Association 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 within ten (10) business days of the date of termination, or if later, the date on which the Association determines that the insurance coverage (or the remainder of the insurance coverage) cannot be provided for the foregoing reasons. 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 Association 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 subparagraph (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.events:

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the term of this Agreement, the provisions of this Section 4 shall apply; provided, however, that in the event an such Event of Termination occurs in connection with within eighteen (18) months following a Change in Control (as provided for defined in Section 55 hereof), Section 5 shall apply with respect to the determination of severance benefitsinstead. 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 hereunder by the Association for any reason other than termination governed by Section 5 (in connection with or following a Change in Control), Section 6 (due to Disability or death), Section 7 (due to Retirement), or Section 8 (for Cause), provided that the such termination of employment constitutes a “Separation from Service” within the meaning of Section 409A of the Internal Revenue Code (as defined in Section 4(d)“Code”); or (ii) the Executive’s resignation from the Association’s employ upon any of the following (following, unless the condition has been previously consented to by the Executive):: (A) the failure to appoint the Executive to the position(s) position set forth in Section 1 1, or a material change in the Executive’s function, duties, or responsibilities, which change would cause the Executive’s position(s) position to become one of lesser responsibility, importance, or scope from the position(s) position and responsibilities, importance or scope responsibilities described in Section 1 1, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement by the Association), unless the Executive has agreed to the change in writing; (B) a relocation of the Executive’s principal place of employment to a location that is more than thirty-five (35) 20 miles from the location of the Association’s principal executive offices as of the Effective Datedate of this Agreement; (C) a material reduction in the benefits and perquisites, including Base Salary, provided to the Executive from those being provided as of the Effective Date (except for any reduction that is part of a reduction in pay or benefits that is generally applicable to officers or employees of the Association); (D) a liquidation or dissolution of the Association; or (E) a material breach of this Agreement by the Association. Upon the occurrence of any event described in this clause (ii)) above, the Executive shall have the right to elect to terminate his employment under this Agreement by resignation for “Good Reason” upon not less than thirty (30) days prior written notice given within a reasonable period of time (not to exceed ninety (90) days) after the event giving rise to the right to elect occurs. In such a caseelect, the which termination of employment by the Executive shall constitute be an Event of Termination; provided, however, the . The Association shall have thirty (30) days to cure the condition giving rise to the right Event of the Executive to terminate employment (although Termination, provided that the Association 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 Association 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 that Executive would have been be entitled to for 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 (i) equal to the average annual highest bonus paid over 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. The payment Such payments shall be made paid in a lump sum on or before the 30th day following within ten (10) days of the Executive’s termination Separation from Service (within the meaning of employment, unless Section 409A of the payment is due in connection with a termination program involving more than one employee, in which case the payment Code) and shall be due within no more than the 60th day following the Executive’s termination of employment. The payment of severance will not be reduced in the event the Executive obtains other employment following his termination the Event of employmentTermination. Notwithstanding the foregoing, the Executive shall not be entitled to any payment payments or benefits under this Section 4 unless and until the Executive executes a general release of his claims against the Association, 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 Agreement. (c) Upon the “Release”). The payments and benefits will occurrence of an Event of Termination, the Association 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 or begin on the 30th day Executive’s behalf under the Association’s defined contribution plans (e.g., 401(k) Plan, ESOP, and any other defined contribution plan maintained by the Association), as if Executive had continued working for the Association for the remaining unexpired term of the Agreement following such Event of Termination, earning the date 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 termination Separation from Service and shall not be reduced in the event Executive obtains other employment following the Event of employment, 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 lawTermination. (cd) Upon the occurrence of an Event of Termination, the Association shall provide, at the Association’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 Association for the Executive and his dependents prior to the Event of Termination, except to the extent the such coverage may be changed in its application to all Association employees and then (the coverage provided to the Executive and his dependents shall be commensurate with the changed coverage“Insurance Coverage”). Notwithstanding the foregoing, if the Insurance Coverage is not permitted by applicable law prohibits (including, but not limited to, laws prohibiting discriminating in favor of highly compensated employees) or to the extent such coverage will result in an excise tax or additional tax to the Company, Association or Executive (other than ordinary income tax), or, if participation by the Executive is not permitted under the terms of the applicable health insurance plans, or if providing the benefits would subject the Association to penalties, then the Association shall pay the Executive a cash lump sum payment reasonably estimated to be equal to the value (or monthly premiums payable by the remaining value) of the non-taxable medical and dental Executive to obtain similar benefits, with the such payment made in a lump sum within ten (10) business days of the date of terminationExecutive’s Separation from Service, or if later, the date on which the Association determines that the insurance coverage (or the remainder of the insurance coverage) cannot be provided for the foregoing reasons. 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 extent that such payment does not violate the time the premiums would otherwise have been paidInsurance Coverage restrictions (other than ordinary income tax). (de) For purposes of this Agreement, a “Separation from Service” shall have occurred if the Association 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) 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 the Executive is a “Specified Employee,” , as defined in Code Section 409A, 409A and any payment to be made under subparagraph sub-paragraph (b) or (c) of this Section 4 is shall be determined to be subject to Code Section 409A without any exception409A, then, then if required by Code Section 409A, the such payment or a portion of the such payment (to the minimum extent possible) shall be delayed and shall be 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. 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 the Executive's 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 Association Bank or the Company of Executive's full-time employment hereunder for any reason other than termination governed by Section 6 than, (due to A) Disability or death), Section 7 (due to Retirement), or Section 8 (for Cause), provided that the termination of employment constitutes a “Separation from Service” (Retirement as defined in Section 4(d))6 below, (B) a Change in Control, as defined in Section 5(a) hereof, or (C) Termination for Cause as defined in Section 7 hereof; or or (ii) the Executive’s 's resignation from the Association’s employ Bank's employ, upon any of the following (unless the condition has been previously consented to by the Executive): (A) the failure to elect or reelect or to appoint the or reappoint Executive to the position(sas President and Chief Executive Officer, (B) set forth in Section 1 or a material change in the Executive’s 's function, duties, or responsibilities, which change would cause the Executive’s position(s) 's position to become one of lesser responsibility, importance, or scope from the position(s) position and responsibilities, importance or scope attributes thereof described in Section 1 1, above, (and any material change shall be deemed a continuing breach of this Agreement by the Association), unless the Executive has agreed to the change in writing; (BC) a relocation of the Executive’s 's principal place of employment to a location that is by more than thirty-five (35) 30 miles from its location at the location effective date of the Association’s principal executive offices as of the Effective Date; (C) this Agreement, or a material reduction in the benefits and perquisites, including Base Salary, provided perquisites to the Executive from those being provided as of the Effective Date (except for any reduction that is part effective date of a reduction in pay or benefits that is generally applicable to officers or employees of the Association); this Agreement, (D) a liquidation or dissolution of the Association; or Bank or Company other than liquidations or dissolutions that are caused by reorganizations that do not affect the status of Executive, or (E) a material breach of this Agreement by the AssociationBank. Upon the occurrence of any event described in this clause clauses (iiii)(A), the (B), (C), (D) or (E), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation for “Good Reason” upon not less than thirty sixty (3060) days prior written notice given within a reasonable period of time (not to exceed ninety (90) days) four calendar months after the initial event giving rise to the said right to elect occurselect. In such a case, Notwithstanding the termination of employment by the Executive shall constitute an Event of Termination; provided, however, the Association shall have thirty (30) days to cure the condition giving rise to the right of the Executive to terminate employment (although the Association 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 Association shall pay the Executive, orpreceding sentence, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as a continuing breach of this Agreement by the case may be, as severance pay or liquidated damages, or bothBank, the Base Salary and bonuses to which Executive, after giving due notice within the Executive would have been entitled for the remaining unexpired term prescribed time frame of the Agreement. For purposes of determining the bonus(es) payable that would have been payable hereunderan initial event specified above, 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. 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 waive any payment or benefits of his rights solely under this Agreement and this Section 4 unless and until by virtue of the fact that Executive executes a general release of has submitted his claims against the Association, 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 resignation but has remained in 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”). The payments and benefits will be made or begin on the 30th day following the date of the Executive’s termination of employment, provided that before that date the Executive has signed (Bank and not revoked) the Release and the Release is irrevocable under the time period set forth under applicable law. (c) Upon the engaged in good faith discussions to resolve any occurrence of an Event of Termination, the Association shall provide, at the Association’s expense, for the remaining unexpired term of the Agreement, nontaxable medical and dental coverage substantially comparable, as reasonably available, to the coverage maintained by the Association for the Executive and his dependents prior to the Event of Termination, except to the extent the coverage may be changed event described in its application to all Association 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 clauses (including, but not limited to, laws prohibiting discriminating in favor of highly compensated employeesA), or, if participation by the Executive is not permitted under the terms of the applicable health insurance plans, or if providing the benefits would subject the Association to penalties, then the Association 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 within ten (10) business days of the date of termination, or if later, the date on which the Association determines that the insurance coverage (or the remainder of the insurance coverage) cannot be provided for the foregoing reasons. 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”B), then the cash payment(s(C), (D) shall be made to the Executive at the time the premiums would otherwise have been paidand (E) above. (d) For purposes of this Agreement, a “Separation from Service” shall have occurred if the Association 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 subparagraph (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 the Executive’s term of employment under this Agreement, the provisions of this Section 4 5 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 by the Bank of the Executive’s full-time employment by the Association hereunder for any reason other than termination governed by Section 6 (due to Disability Termination for Just Cause) or death), termination governed by Section 7 (due to Retirement), Termination for Disability or Section 8 (for Cause), provided that the termination of employment constitutes a “Separation from Service” (as defined in Section 4(d)Death); or (ii) the Executive’s resignation from the AssociationBank’s employ upon for any of the following reasons (unless the condition has been previously consented to by the Executiveeach of which shall be deemed a “Good Reason”): (A) the failure to elect or reelect or to appoint the or reappoint Executive to the position(s) positions set forth in under Section 1 (without Executive’s consent), or the failure to nominate or renominate Executive as a Director of the Bank or the Company; (B) a material change in the Executive’s functionfunctions, duties, or responsibilitiesresponsibilities with the Bank, which change would cause the Executive’s position(s) position to become one of lesser responsibility, importance, or scope from the position(s) position and responsibilities, importance or scope attributes thereof described in Section 1 (and any material change shall be deemed a continuing breach of this Agreement by the Association)1, unless the Executive has agreed to the change in writingabove; (BC) a relocation of the Executive’s principal place of employment to a location that is by more than thirty-five (35) 30 miles from the location of the Association’s principal executive offices as of the Effective Datecorporate office located at 000 Xxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxx; (CD) a material reduction in the benefits and perquisites, including Base Salary, provided perquisites to the Executive from those being provided as of the Effective Date (except for any of this Agreement, other than a reduction that is part of a Bank-wide reduction in pay or benefits that is generally applicable to officers or employees of the Association)benefits; (DE) a liquidation or dissolution of the AssociationCompany 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 (EF) a material breach of this Agreement by the AssociationBank. Upon the occurrence of any event described in this clause clauses (iiA), the (B), (C), (D), (E) or (F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation for “Good Reason” upon not less than thirty sixty (3060) days prior written notice Notice of Termination, as defined in Section 9(a), given within a reasonable period of time six (not to exceed ninety (906) days) full calendar months after the event giving rise to the said right to elect occurselect. In such a caseThereafter, the termination of employment by the Executive shall constitute an Event of Termination; provided, however, the Association Bank shall have thirty (30) days to cure the condition giving rise to Good Reason, which period may be waived by the right of Bank. If the Executive to terminate employment (although the Association may elect to waive said thirty (30) day period). For the avoidance of doubtBank cures, the non-renewal 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 2(asolely 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), without (B), (C), (D) or (F) above. (iii) Executive’s resignation for Good Reason or Executive’s involuntary termination of employment by the occurrence of one Bank on the effective date of, or at any time following, a Change in Control of the events set forth in this clause (ii), prior to Bank or the end of 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), 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 considered an deemed to have occurred in the event that would permit (i) the Executive 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 resign for Good Reason and receive a severance payment pursuant to stock form by reorganizing into the terms of this Agreementstock holding company structure. (b) Upon the occurrence of an Event of Termination, on the Association Date of Termination, as defined in Section 9(b), the Bank shall be obligated to 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, an amount equal to the Base Salary and bonuses 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 been entitled 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 remaining unexpired term 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 Agreement. For purposes three calendar years preceding the year in which the termination occurs in the case of determining a termination pursuant to Section 5(a)(iii); and (iv) the bonus(es) payable annual contributions or payments that would have been payable hereundermade 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 bonus(es) will be deemed to be equal to the average annual bonus paid over the prior three yearsDate of Termination. The payment Any payments hereunder shall be made in a lump sum on within thirty (30) days after the Date of Termination, or before in the 30th day following event Executive is a Specified Employee (within the Executive’s termination meaning of employmentTreasury Regulations §1.409A-1(i)), unless and to the payment is due in connection with a termination program involving more than one employeeextent necessary to avoid penalties under Code Section 409A, in which case the no payment shall be due within no more than made to Executive prior to the 60th first day of the seventh month following the Executive’s termination Date of employmentTermination. The payment of severance will Such payments shall 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 Association, 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”). The payments and benefits will be made or begin on the 30th day following the date of the Executive’s termination of employment, 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 Association shall provideBank will cause to be continued life insurance and non-taxable, at the Association’s expense, for the remaining unexpired term of the Agreement, nontaxable medical and dental and disability coverage substantially comparable, as reasonably available, identical to the coverage maintained by the Association Bank for the Executive and his dependents family prior to Executive’s termination. Such coverage shall continue at the Event Bank’s expense for a period of thirty-six (36) months from the Date of Termination, except to . If the extent Bank cannot provide one or more of the coverage may be changed benefits set forth in its application to all Association 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 this paragraph because Executive is not permitted under no longer an employee, applicable rules and regulations prohibit such benefits or the terms payment of such benefits in the applicable health insurance plansmanner contemplated, or if providing the benefits would subject the Association Bank to penalties, then the Association 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 such benefits, with the . Such cash lump sum payment shall be made in a lump sum within ten thirty (1030) business days after the Date of the date of terminationTermination, or if later, in the date on which event Executive is a Specified Employee (with the Association determines that the insurance coverage (or the remainder meaning of the insurance coverage) cannot be provided for the foregoing reasons. If providing a lump sum cash payment would result in a violation of Treasury Regulation Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”1.409A-1(i)), then and to the cash payment(s) extent necessary to avoid penalties under Code Section 409A, no payment shall be made to Executive prior to the Executive at first day of the time the premiums would otherwise have been paidseventh 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 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 this AgreementSection 5, a an “Event of Termination” as used herein shall mean “Separation from Service” shall have occurred if the Association as defined in Code Section 409A and the Treasury Regulations promulgated thereunder, provided, however, that 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 bona fide services performed will not exceed 49Executive would perform after termination would permanently decrease to a level that is less than 50% of the average level of bona fide services in performed (whether as an employee or an independent contractor) over 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 subparagraph (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) 36-month following the Executive’s Separation from Serviceperiod.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive’s term of employment under this Agreement, the provisions of this Section 4 5 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 by the Bank of the Executive’s full-time employment by the Association hereunder for any reason other than termination governed by Section 6 (due to Disability Termination for Just Cause) or death), termination governed by Section 7 (due to Retirement), Termination for Disability or Section 8 (for Cause), provided that the termination of employment constitutes a “Separation from Service” (as defined in Section 4(d)Death); or (ii) the Executive’s resignation from the AssociationBank’s employ upon for any of the following (unless the condition has been previously consented to by the Executive):reasons: (A) the failure to elect or reelect or to appoint the or reappoint Executive to the position(s) positions set forth in under Section 1 or 1; (B) a material change in the Executive’s functionfunctions, duties, or responsibilitiesresponsibilities with the Bank, which change would cause the Executive’s position(s) position to become one of lesser responsibility, importance, or scope from the position(s) position and responsibilities, importance or scope attributes thereof described in Section 1 (and any material change shall be deemed a continuing breach of this Agreement by the Association)1, unless the Executive has agreed to the change in writingabove; (BC) a relocation of the Executive’s principal place of employment to a location that is by more than thirty-five (35) 30 miles from the location of the Association’s principal executive offices as of the Effective Datecorporate office located at 000 Xxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxx; (CD) a material reduction in the benefits and perquisites, including Base Salary, provided perquisites to the Executive from those being provided as of the Effective Date (except for any of this Agreement, other than a reduction that is part of a Bank-wide reduction in pay or benefits that is generally applicable to officers or employees of the Association)benefits; (DE) a liquidation or dissolution of the AssociationCompany 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 (EF) a material breach of this Agreement by the AssociationBank. Upon the occurrence of any event described in this clause clauses (iiA), the (B), (C), (D), (E) or (F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation for “Good Reason” upon not less than thirty sixty (3060) days prior written notice Notice of Termination, as defined in Section 9(a), given within a reasonable period of time six (not to exceed ninety (906) days) full calendar months after the event giving rise to the said right to elect occurselect. In such Notwithstanding the preceding sentence, in the event of a case, the termination of employment by the Executive shall constitute an Event of Termination; provided, however, the Association shall have thirty (30) days to cure the condition giving rise to the right of the Executive to terminate employment (although the Association may elect to waive said thirty (30) day period). For the avoidance of doubt, the non-renewal 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 2(asolely 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), without (B), (C), (D) or (F) above. (iii) Executive’s voluntary resignation from the occurrence of one Bank’s employ on the effective date of, or at any time following, a Change in Control of the events set forth in this clause (ii), prior to Bank or the end of 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 considered an deemed to have occurred in the event that would permit (i) the Executive 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 resign for Good Reason and receive a severance payment pursuant to stock form by reorganizing into the terms of this Agreementstock holding company structure. (b) Upon the occurrence of an Event of Termination, on the Association Date of Termination, as defined in Section 9(b), the Bank shall be obligated to 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, an amount equal to the Base Salary and bonuses 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 been entitled 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 remaining unexpired term 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 Agreement. For purposes three calendar years preceding the year in which the termination occurs in the case of determining a termination pursuant to Section 5(a)(iii); and (iv) the bonus(es) payable annual contributions or payments that would have been payable hereundermade 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 bonus(es) will be deemed to be equal to the average annual bonus paid over the prior three yearsDate of Termination. The payment Any payments hereunder shall be made in a lump sum on within thirty (30) days after the Date of Termination, or before in the 30th day following event Executive is a Specified Employee (within the Executive’s termination meaning of employmentTreasury Regulations §1.409A-1(i)), unless and to the payment is due in connection with a termination program involving more than one employeeextent necessary to avoid penalties under Code Section 409A, in which case the no payment shall be due within no more than made to Executive prior to the 60th first day of the seventh month following the Executive’s termination Date of employmentTermination. The payment of severance will Such payments shall 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 Association, 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”). The payments and benefits will be made or begin on the 30th day following the date of the Executive’s termination of employment, 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 Association shall provideBank will cause to be continued life insurance and non-taxable, at the Association’s expense, for the remaining unexpired term of the Agreement, nontaxable medical and dental and disability coverage substantially comparable, as reasonably available, identical to the coverage maintained by the Association Bank for the Executive and his dependents family prior to Executive’s termination. Such coverage shall continue at the Event Bank’s expense for a period of thirty-six (36) months from the Date of Termination, except to the extent the coverage may be changed in its application to all Association 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 insurance plans, or if providing the benefits would subject the Association to penalties, then the Association 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 within ten (10) business days of the date of termination, or if later, the date on which the Association determines that the insurance coverage (or the remainder of the insurance coverage) cannot be provided for the foregoing reasons. 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) 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 this AgreementSection 5, a an “Event of Termination” as used herein shall mean “Separation from Service” shall have occurred if the Association as defined in Code Section 409A and the Treasury Regulations promulgated thereunder, provided, however, that 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 bona fide services performed will not exceed 49Executive would perform after termination would permanently decrease to a level that is less than 50% of the average level of bona fide services in performed (whether as an employee or an independent contractor) over 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 subparagraph (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) 36-month following the Executive’s Separation from Serviceperiod.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the term of this Agreement, the provisions of this Section 4 shall apply; provided, however, that in the event an such Event of Termination occurs in connection with within eighteen (18) months following a Change in Control (as provided for defined in Section 55 hereof), Section 5 shall apply with respect to the determination of severance benefitsinstead. 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 hereunder by the Association Bank for any reason other than termination governed by Section 5 (in connection with or following a Change in Control), Section 6 (due to Disability or death), Section 7 (due to Retirement), or Section 8 (for Cause), provided that the such termination of employment constitutes a “Separation from Service” within the meaning of Section 409A of the Internal Revenue Code (as defined in Section 4(d)“Code”); or (ii) the Executive’s resignation from the AssociationBank’s employ upon any of the following (following, unless the condition has been previously consented to by the Executive):: (A) the failure to appoint the Executive to the position(s) position set forth in Section 1 1, or a material change in the Executive’s function, duties, or responsibilities, which change would cause the Executive’s position(s) position to become one of lesser responsibility, importance, or scope from the position(s) position and responsibilities, importance or scope responsibilities described in Section 1 1, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement by the AssociationBank), unless the Executive has agreed to the change in writing; (B) a relocation of the Executive’s principal place of employment to a location that is more than thirty-five (35) 35 miles from the location of the AssociationBank’s principal executive offices as of the Effective Datedate of this Agreement; (C) a material reduction in the benefits and perquisites, including Base Salary, provided to the Executive from those being provided as of the Effective Date (except for any reduction that is part of a reduction in pay or benefits that is generally applicable to officers or employees of the AssociationBank); (D) a liquidation or dissolution of the AssociationBank; or (E) a material breach of this Agreement by the AssociationBank. Upon the occurrence of any event described in this clause (ii)) above, the Executive shall have the right to elect to terminate his employment under this Agreement by resignation for “Good Reason” upon not less than thirty (30) days prior written notice given within a reasonable period of time (not to exceed ninety (90) days) after the event giving rise to the right to elect occurs. In such a caseelect, the which termination of employment by the Executive shall constitute be an Event of Termination; provided, however, the Association . The Bank shall have thirty (30) days to cure the condition giving rise to the right Event of Termination, provided that the Executive to terminate employment (although the Association 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 one an Event of the events set forth in Termination under this clause (ii), 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 pursuant to the terms of this Agreementpayment. (b) Upon the occurrence of an Event of Termination, the Association 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 bonus(es) that Executive would have been be entitled to for 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 two years, and (ii) otherwise paid at such time as such bonus would have been paid absent an Event of Termination (i.e., if only one bonus would otherwise be paid during the remaining term, then one bonus will be included in the calculation). The payment Such payments shall be made paid in a lump sum on or before the 30th day following the Executive’s termination Separation from Service (within the meaning of employmentSection 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 the 60th day following the Executive’s termination of employment. The payment of severance will Separation from Service, and shall not be reduced in the event the Executive obtains other employment following his termination the Event of employmentTermination. Notwithstanding the foregoing, the Executive shall not be entitled to any payment payments or benefits under this Section 4 unless and until the (i) Executive executes a general release of his claims against the AssociationBank, 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”). The , and (ii) the payments and benefits will be made or shall begin on the 30th day following the date of the Executive’s termination of employmentSeparation from Service, provided that before that date 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 Association Bank shall provide, at the AssociationBank’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 Association Bank for the Executive and his dependents prior to the Event of Termination, except to the extent the such coverage may be changed in its application to all Association Bank employees and then the such coverage provided to the Executive and his dependents shall be commensurate with the 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 the such benefits would subject the Association Bank to penalties, then the Association Bank shall pay the Executive a cash lump sum payment reasonably estimated to be equal to the value (or the remaining value) of the such non-taxable medical and dental benefits, with the such payment to be made in a by lump sum within ten (10) business days of the date Date of terminationTermination, or if later, the date on which the Association Bank determines that the such insurance coverage (or the remainder of the such insurance coverage) cannot be provided for the foregoing reasons. 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 Association 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, 409A and any payment to be made under subparagraph sub- paragraph (b) or (c) of this Section 4 is shall be determined to be subject to Code Section 409A without any exception409A, then, then if required by Code Section 409A, the such payment or a portion of the such payment (to the minimum extent possible) shall be delayed and shall be 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 provisions of this Section 6 shall apply upon the occurrence of an Event of Termination (as herein defined) during the Executive's 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 Association Bank of Executive's full-time employment hereunder for any reason other than (A) Disability (as defined in Section 7) or death; or (B) termination governed by for Cause (as defined in Section 6 8 below) or (C) due to Disability or death), Section 7 (due to Retirement), or Section 8 (for Cause)regulatory requirements, provided that the such termination of employment constitutes a “"Separation from Service” (" as defined in Section 4(d)6(d); or (ii) the Executive’s 's voluntary resignation from the Association’s Bank's employ for "Good Reason," which means resignation upon any of the following (unless the condition has been previously consented to by without the Executive):'s consent; (A) failure of the failure Board to elect or reelect or to appoint or reappoint the Executive as President and Chief Lending Officer or removal of the Executive from his position as President and Chief Lending Officer, except if such removal is due to regulatory requirements, (B) failure of the position(sBoard to elect or reelect or to appoint or reappoint the Executive as a member of the Board or removal of the Executive from the Board, except if such removal is due to regulatory requirements, (C) set forth in Section 1 or a material change in the Executive’s function's functions, duties, or responsibilities, which change would cause the Executive’s position(s) 's position to become one of lesser responsibility, importance, or scope from the position(s) position and responsibilities, importance or scope attributes thereof described in Section 1 (and any material 1, above, except if such change shall be deemed a continuing breach of this Agreement by the Association), unless the Executive has agreed is due to the change in writing;regulatory requirements, (BD) material reduction in the Executive's salary, compensation or benefits from that described in Section 3, above, except if such change is due to regulatory requirements, (E) a relocation of the Executive’s 's principal place of employment to a location geographic area that is more than thirty-five (35) 50 miles from the location of the Association’s principal executive offices as of Bank's headquarters on the Effective Date;, or (CF) a material reduction in the benefits and perquisites, including Base Salary, provided to the Executive from those being provided as of the Effective Date (except for any reduction that is part of a reduction in pay or benefits that is generally applicable to officers or employees of the Association); (D) a liquidation or dissolution of the Association; Bank other than liquidations or dissolutions that are caused by reorganizations that do not affect the status of the Executive, or (EG) a material breach of this Agreement by the AssociationBank, except if such breach is due to regulatory requirements. Upon the occurrence of any event described in this clause clauses (ii) (A) through (G), above, the Executive shall have the right to elect to terminate his employment under this Agreement by resignation for “Good Reason” upon not less than thirty (30) days prior written notice given within a reasonable period of time (not to exceed ninety (90) days) days after the initial event giving rise to the said right to elect occurselect. In such a case, the termination of employment by the Executive shall constitute an Event of Termination; provided, however, the Association The Bank shall have thirty (30) days to cure the condition conditions giving rise to the right Event of Termination, provided that the Executive to terminate employment (although the Association Bank may elect to waive said such thirty (30) day period). For Notwithstanding the avoidance preceding sentence, in the event of doubt, the non-renewal 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 2(aby 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) through (G) above, provided, however, that the Executive must actually terminate employment no later than one hundred and eighty (180) days after the initial event giving rise to the right to elect to resign for Good Reason as described in this section. (iii) The involuntary termination of the Executive's employment by the Bank for any reason other than Cause (i.e., as described in Section 6(a)(i) above), without or the occurrence of Executive's voluntary resignation from the Bank's employ for Good Reason (as defined in Section 6(a)(ii) above) within one year following a Change in Control of the events set forth in this clause (ii), prior to the end of Company during the term of this Agreement. For these purposes, a Change in Control of the Company shall mean a change in control of a nature that: (i) results in a Change in Control of the Company within the meaning of the Bank Holding Company Act, as amended, and applicable rules and regulations promulgated thereunder (collectively, the "BHCA") as in effect at the time of the Change in Control; or (ii) without limitation such a Change in Control shall be deemed to have occurred at such time as (a) any person is or becomes the beneficial owner, 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 tax-qualified retirement plans; or (b) individuals who constitute the Board on the date hereof (the "Incumbent Board") cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Bank's stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall not be considered an event that would permit the Executive to resign be, for Good Reason and receive a severance payment pursuant to the terms purposes of this Agreementclause (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 Company or similar transaction in which the Company is not the surviving institution occurs or is implemented. (b) Upon the occurrence of an Event of Termination, starting on the Association Date of Termination, as defined in Section 9(c), 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 damagesan amount equal to 18 months of continued Base Salary, or both, the Base Salary and bonuses to which be paid semi-monthly Any earned but unpaid incentive compensation for a prior completed calendar year shall be paid to the Executive would have been entitled for 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 no later than 2 ½ months after the 30th day following end of the Executive’s termination of employment, unless the payment is due in connection with a termination program involving more than one employee, calendar year in which case it was earned. Unless the payment Board determines otherwise, no pro-rated incentive compensation shall be due within paid with respect to the year in which the Event of Termination occurs and no acceleration of vesting of outstanding compensatory equity awards shall be provided, except that (i) if the Date of Termination is six months or more than the 60th day following the Executive’s termination of employment. The payment of severance will not be reduced in the event the Executive obtains other employment following his termination of employment. Notwithstanding the foregoinginto a calendar year, the Executive shall not also be entitled to any payment or benefits under this Section 4 unless and paid a prorated bonus for that portion of the calendar year he worked until the Executive executes a general release Date of his claims against Termination of the Associationbonus he would have received as part of senior management if bonuses are paid to senior management for that year, provided, however, that no pro-rated bonus shall be paid if the Company and any affiliateEvent of Termination is due to death, 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 disability voluntary termination of this Agreement employment without Good Reason, termination for Cause, or termination due to regulatory requirements; and provided further that the Board, in good faith, shall determine the amount of such pro-rated bonus (the “Release”if any). The payments and benefits will be made or begin on the 30th day following the date of the Executive’s termination of employment, 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 Association shall provideBank will, at the Association’s its sole expense, for cause to be continued under the remaining unexpired term of the AgreementBank' s group coverages (or under appropriate substitute individual coverages), nontaxable life and medical and dental coverage substantially comparable, as reasonably available, identical to the coverage maintained by the Association Bank for the Executive and his dependents prior to his termination. Such coverage or payment shall continue for 18 months from the Event Date of Termination, except to the extent the coverage may be changed in its application to all Association 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 insurance plans, or if providing the benefits would subject the Association to penalties, then the Association 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 within ten (10) business days of the date of termination, or if later, the date on which the Association determines that the insurance coverage (or the remainder of the insurance coverage) cannot be provided for the foregoing reasons. 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 Association 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) 12 months immediately preceding the Event of Termination. For all purposes hereunder, the definition of "Separation from Service Service" shall be interpreted consistent with Treasury Regulation Section 1.409A-1(h)(ii1.409A-l (h)(ii). If the Executive is a “Specified Employee,” , as defined in Code Section 409A, 409A and any payment to be made under subparagraph (b) or (c) of this Section 4 is 6 shall be determined to be subject to Code Section 409A without any exception409A, then, if required by then to the extent necessary to avoid penalties under Code Section 409A, the such payment or a portion of the such payment (to the minimum extent possible) shall be delayed and shall be paid on the first day of the seventh (7th) month following the Executive’s 's Separation from Service, provided that the Executive shall be permitted to receive the "permitted amount" (i.e., up to two times the annual qualified plan compensation limit, which, for 2012, is $250,000). (e) The payment of all amounts and benefits under this Section 6 is contingent upon (i) the Executive's timely execution of (and non-revocation of) a release of all claims in a form provided by the Bank and (ii) the Executive's continued observance of all post-termination obligations described in Section 11.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon The provisions of this Section 6 shall apply upon the occurrence of an Event of Termination (as herein defined) during the Executive's 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 Association Bank of Executive's full-time employment hereunder for any reason other than (A) Disability (as defined in Section 7) or death; or (B) termination governed by for Cause (as defined in Section 6 8 below) or (C) due to Disability or death), Section 7 (due to Retirement), or Section 8 (for Cause)regulatory requirements, provided that the such termination of employment constitutes a “"Separation from Service” (" as defined in Section 4(d)6(d); or (ii) the Executive’s 's voluntary resignation from the Association’s Bank's employ for "Good Reason," which means resignation upon any of the following (unless the condition has been previously consented to by without the Executive):'s consent: (A) failure of the failure Board to elect or reelect or to appoint or reappoint the Executive as Chief Executive Officer or removal of the Executive from his position as Chief Executive Officer, except if such removal is due to regulatory requirements, (B) failure of the position(sBoard to elect or reelect or to appoint or reappoint the Executive as a member of the Board or removal of the Executive from the Board, except if such removal is due to regulatory requirements, (C) set forth in Section 1 or a material change in the Executive’s function's functions, duties, or responsibilities, which change would cause the Executive’s position(s) 's position to become one of lesser responsibility, importance, or scope from the position(s) position and responsibilities, importance or scope attributes thereof described in Section 1 (and any material 1, above, except if such change shall be deemed a continuing breach of this Agreement by the Association), unless the Executive has agreed is due to the change in writing;regulatory requirements, (BD) material reduction in the Executive's salary, compensation or benefits from that described in Section 3, above, except if such change is due to regulatory requirements, (E) a relocation of the Executive’s 's principal place of employment to a location geographic area that is more than thirty-five (35) 50 miles from the location of the Association’s principal executive offices as of Bank's headquarters on the Effective Date;, or (CF) a material reduction in the benefits and perquisites, including Base Salary, provided to the Executive from those being provided as of the Effective Date (except for any reduction that is part of a reduction in pay or benefits that is generally applicable to officers or employees of the Association); (D) a liquidation or dissolution of the Association; Bank other than liquidations or dissolutions that are caused by reorganizations that do not affect the status of the Executive, or (EG) a material breach of this Agreement by the AssociationBank, except if such breach is due to regulatory requirements. Upon the occurrence of any event described in this clause clauses (ii) (A) through (G), above, the Executive shall have the right to elect to terminate his employment under this Agreement by resignation for “Good Reason” upon not less than thirty (30) days prior written notice given within a reasonable period of time (not to exceed ninety (90) days) days after the initial event giving rise to the said right to elect occurselect. In such a case, the termination of employment by the Executive shall constitute an Event of Termination; provided, however, the Association The Bank shall have thirty (30) days to cure the condition conditions giving rise to the right Event of Termination, provided that the Executive to terminate employment (although the Association Bank may elect to waive said such thirty (30) day period). For Notwithstanding the avoidance preceding sentence, in the event of doubt, the non-renewal 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 2(aby 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) through (G) above, provided, however, that the Executive must actually terminate employment no later than one hundred and eighty (180) days after the initial event giving rise to the right to elect to resign for Good Reason as described in this section. (iii) The involuntary termination of the Executive's employment by the Bank for any reason other than Cause (i.e., as described in Section 6(a)(i) above), without or the occurrence of Executive's voluntary resignation from the Bank's employ for Good Reason (as defined in Section 6(a)(ii) above) within one year following a Change in Control of the events set forth in this clause (ii), prior to the end of Company during the term of this Agreement. For these purposes, a Change in Control of the Company shall mean a change in control of a nature that: (i) results in a Change in Control of the Company within the meaning of the Bank Holding Company Act, as amended, and applicable rules and regulations promulgated thereunder (collectively, the "BHCA") as in effect at the time of the Change in Control; or (ii) without limitation such a Change in Control shall be deemed to have occurred at such time as (a) any person is or becomes the beneficial owner, 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 tax-qualified retirement plans; or (b) individuals who constitute the Board on the date hereof (the "Incumbent Board") cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Bank's stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall not be considered an event that would permit the Executive to resign be, for Good Reason and receive a severance payment pursuant to the terms purposes of this Agreementclause (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 Company or similar transaction in which the Company is not the surviving institution occurs or is implemented. (b) Upon the occurrence of an Event of TerminationTermination described in either Section 6(a)(i) (i.e., the Association involuntary termination of the Executive's employment by the Bank for any reason other than Cause), or Section 6(a)(ii) (i.e., the Executive's voluntary resignation from the Bank's employ for Good Reason), 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 damagesan amount equal to 18 months of continued Base Salary, or bothto be paid semi-monthly, subject to the Base Salary Executive's timely signing and bonuses not revoking a release of all claims as described in Section 6(e) below. Any earned but unpaid incentive compensation for a prior completed calendar year shall be paid to which the Executive would have been entitled for 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 no later than 2 ½ months after the 30th day following end of the Executive’s termination of employment, unless the payment is due in connection with a termination program involving more than one employee, calendar year in which case it was earned. Unless the payment Board determines otherwise, no pro-rated incentive compensation shall be due within paid with respect to the year in which the Event of Termination occurs and no acceleration of vesting of outstanding compensatory equity awards shall be provided, except that (i) if the Date of Termination is six months or more than the 60th day following the Executive’s termination of employment. The payment of severance will not be reduced in the event the Executive obtains other employment following his termination of employment. Notwithstanding the foregoinginto a calendar year, the Executive shall not also be entitled to any payment or benefits under this Section 4 unless and paid a prorated bonus for that portion of the calendar year he worked until the Executive executes a general release Date of his claims against Termination of the Associationbonus he would have received as part of senior management if bonuses are paid to senior management for that year, provided, however, that no pro-rated bonus shall be paid if the Event of Termination is due to death, disability voluntary termination of employment without Good Reason, termination ·for Cause, or termination due to regulatory requirements; and provided further that the Board, in good faith, shall determine the amount of such pro-rated bonus (if any). In addition, the Company and any affiliateBank will, and their officersat its sole expense, directors, successors and assigns, releasing said persons from any and all claims, rights, demands, causes of action, suits, arbitrations or grievances relating cause to the employment relationship, including claims be continued under the Age Discrimination in Employment ActBank's group coverages (or under appropriate substitute individual coverages), 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”). The payments and benefits will be made or begin on the 30th day following the date of the Executive’s termination of employment, 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 Association shall provide, at the Association’s expense, for the remaining unexpired term of the Agreement, nontaxable medical and dental coverage substantially comparable, as reasonably available, identical to the coverage maintained by the Association Bank for the Executive and his dependents prior to his termination. Such continued coverage shall cease upon the Event earlier of: (A) 18 months or (B) the date on which Executive becomes a full-time employee of Terminationanother employer, except provided Executive is entitled to benefits with such other employer that are substantially similar to the extent medical coverage provided by the Bank. The period of continued health coverage may be changed in its application to all Association employees and then required by Code Section 4980B(f) (i.e., "COBRA" continuation coverage) shall run concurrently with the coverage provided to herein. If the Executive and his dependents shall be commensurate with Bank cannot provide one or more of the changed coverage. Notwithstanding the foregoing, if applicable law prohibits (including, but not limited to, laws prohibiting discriminating medical coverages set forth in favor of highly compensated employees), or, if participation by this paragraph because the Executive is not permitted under no longer an employee, and/or applicable rules and regulations prohibit the terms provision of such benefits or the applicable health insurance planspayment of such benefits in the manner contemplated, or if providing the such coverages or payment of benefits would subject the Association Bank to penaltiespenalties under the Affordable Care Act or otherwise, then the Association Bank shall pay the Executive a cash lump sum payment reasonably estimated to be equal to the value (of such benefits or the remaining value) value of the nonremaining benefits at the time of such determination. Such cash payment will be made in the Bank's first payroll date immediately following the 20th day after the later of: (i) the Executive's Date of Termination; or (ii) the effective date of the rules or regulations prohibiting such benefits or subjecting the Bank to penalties. (c) Upon the occurrence of an Event of Termination described in Section 6(a)(iii) (i.e., within one year following a Change in Control of the Company during the term of this Agreement, the involuntary termination of the Executive's employment by the Bank for any reason other than Cause, or the Executive's voluntary resignation from the Bank's employ for Good Reason), starting on the Date of Termination, as defined in Section 9(c), 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 a cash lump sum equal to 2 ½ times the Executive's then-taxable medical current annual Base Salary, to be paid no later than 30 days after the Executive's Date of Termination, subject to the Executive's timely signing and dental benefits, with not revoking a release of all claims as described in Section 6(e) below. Any earned but unpaid incentive compensation for a prior completed calendar year shall be paid to the payment made Executive in a lump sum within ten (10) business days no later than 2 ½ months after the end of the date calendar year in which it was earned; provided, however, that no pro-rated incentive compensation shall be paid that is earned in the year in which the Event of Termination occurs. In addition, the Bank will, at its sole expense, cause to be continued under the Bank's group coverages (or under appropriate substitute individual coverages), medical coverage substantially identical to the coverage maintained by the Bank for the Executive prior to his termination, . Such continued coverage shall cease upon the earlier of: (A) 18 months or if later, (B) the date on which Executive becomes a full-time employee of another employer, provided Executive is entitled to benefits with such other employer that are substantially similar to the Association determines that medical coverage provided by the insurance Bank. The period of continued health coverage required by Code Section 4980B(f) (i.e., "COBRA" continuation coverage) shall run concurrently with the coverage provided herein. If the Bank cannot provide one or more of the medical coverages set forth in this paragraph because the Executive is no longer an employee, and/or applicable rules and regulations prohibit the provision of such benefits or the remainder payment of such benefits in the insurance coverage) cannot be provided for manner contemplated, or if providing such coverages or payment of benefits would subject the foregoing reasons. If providing a lump sum cash payment would result in a violation of Section 409A of Bank to penalties under the Internal Revenue Code of 1986, as amended (the “Code”)Affordable Care Act or otherwise, then the Bank shall pay the Executive a cash payment(s) shall lump sum payment reasonably estimated to be made equal to the Executive value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment will be made in the premiums would otherwise have been paidBank's first payroll date immediately following the 20th day after the later of: (i) the Executive's Date of Termination; or (ii) the effective date of the rules or regulations prohibiting such benefits or subjecting the Bank to penalties. (d) For purposes of this Agreement, a “"Separation from Service” " shall have occurred if the Association 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) 12 months immediately preceding the Event of Termination. For all purposes hereunder, the definition of "Separation from Service Service" shall be interpreted consistent with Treasury Regulation Section 1.409A-1(h)(ii1.409A-1 (h)(ii). If the Executive is a “Specified Employee,” , as defined in Code Section 409A, 409A and any payment to be made under subparagraph (b) or (c) of this Section 4 is 6 shall be determined to be subject to Code Section 409A without any exception409A, then, if required by then to the extent necessary to avoid penalties under Code Section 409A, the such payment or a portion of the such payment (to the minimum extent possible) shall be delayed and shall be paid on the first day of the seventh (7th) month following the Executive’s 's Separation from Service, provided that the Executive shall be permitted to receive the "permitted amount" (i.e., up to two times the annual qualified plan compensation limit, which, for 2015, is $265,000, for a total of $530,000). (e) The payment of all amounts and benefits under this Section 6 is contingent upon (i) the Executive's timely execution of (and non-revocation of) a release of all claims in a form provided by the Bank and (ii) the Executive's continued observance of all post-termination obligations described in Section 11. Notwithstanding the foregoing, Executive will not be entitled to any payments or benefits under this Section 6 unless and until Executive executes a release 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 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 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 must execute the release within 21 days after the date of termination without subsequent revocation by Executive within 7 days after execution of the release.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon The provisions of this Section 6 shall apply upon the occurrence of an Event of Termination (as herein defined) during the Executive’s 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 by the Company or the Bank of the Executive’s full-time employment by the Association hereunder 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 “Separation from Service” Cause (as defined in Section 4(d8 below), or termination for Disability or Retirement (as defined in Section 7 below); or (ii) the Executive’s resignation from the AssociationBank’s employ employ, upon any of the following (unless the condition has been previously consented to by the Executive):any (A) the failure to elect or reelect or to appoint or reappoint Executive as Executive Vice President and Chief Financial Officer of the Executive to Company or the position(sBank (without Executive’s consent), (B) set forth in Section 1 or a material change in the Executive’s functionfunctions, duties, or responsibilities, which change would cause the Executive’s position(s) position to become one of lesser responsibility, importance, or scope from the position(s) position and responsibilities, importance or scope attributes thereof described in Section 1 (and any material change shall be deemed a continuing breach of this Agreement by the Association)1, unless the Executive has agreed to the change in writing;above, (BC) a relocation of the Executive’s principal place of employment to a location that is by more than thirty-five (35) 35 miles from the location of the Associationcorporate office located at 000 Xxxxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxx Xxxxxx (without Executive’s principal executive offices as of the Effective Dateconsent); (CD) a material reduction in the benefits and perquisites, including Base Salary, provided perquisites to the Executive from those being provided as of the Effective Date of this Agreement (except for any other than a reduction that is part of a Bank-wide reduction in pay or benefits that is generally applicable to officers or employees of the Associationbenefits); (D) a liquidation or dissolution of the Association; or (E) a material breach of this Agreement by the AssociationCompany. Upon the occurrence of any event described in this clause clauses (ii) (A) through (E) above (each, a “Good Reason”), the Executive shall have the right to elect to voluntarily terminate his employment by resignation under this Agreement, provided that, within 90 days of the initial existence of the condition serving as the basis for “the voluntary termination for Good Reason” upon not less than thirty (30) days prior , Executive gives the Company written notice given within a reasonable period of time (not the condition, and provided further that the Company has at least 30 days to exceed ninety (90) days) after remedy the condition. Notwithstanding the preceding, in the event of a continuing breach of this Agreement by the Bank, Executive, after giving rise 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 the right to elect occurs. In such a caseresolve any occurrence of an event described in clauses (A), the (B), (C), (D) or (E) above. (iii) The involuntary termination of Executive’s employment by the Executive shall constitute an Event of Termination; provided, however, Company or the Association shall have thirty Bank (30) days to cure the condition giving rise to the right of the Executive to terminate employment (although the Association may elect to waive said thirty (30) day period). For the avoidance of doubt, the non-renewal of this Agreement under Section 2(aincluding a resignation for Good Reason), without the occurrence of one of the events set forth at any time following a Change in this clause (ii), prior to the end of Control during 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 Association 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 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. 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 Association, 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”). The payments and benefits will be made or begin on the 30th day following the date of the Executive’s termination of employment, 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 Association shall provide, at the Association’s expense, for the remaining unexpired term of the Agreement, nontaxable medical and dental coverage substantially comparable, as reasonably available, to the coverage maintained by the Association 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 Association 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 insurance plans, or if providing the benefits would subject the Association to penalties, then the Association 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 within ten (10) business days of the date of termination, or if later, the date on which the Association determines that the insurance coverage (or the remainder of the insurance coverage) cannot be provided for the foregoing reasons. 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 Agreementthese purposes, a “Separation from Service” Change in Control shall have occurred if the Association 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 subparagraph (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.mean:

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the term of this Agreement, the provisions of this Section 4 shall apply; provided, however, that in the event an such Event of Termination occurs in connection with within eighteen (18) months following a Change in Control (as provided for defined in Section 55 hereof), Section 5 shall apply with respect to the determination of severance benefitsinstead. 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 hereunder by the Association Bank for any reason other than termination governed by Section 5 (in connection with or following a Change in Control), Section 6 (due to Disability or death), Section 7 (due to Retirement), or Section 8 (for Cause), provided that the such termination of employment constitutes a “Separation from Service” within the meaning of Section 409A of the Internal Revenue Code (as defined in Section 4(d)“Code”); or (ii) the Executive’s resignation from the AssociationBank’s employ upon any of the following (following, unless the condition has been previously consented to by the Executive):: (A) the failure to appoint the Executive to the position(s) position set forth in Section 1 1, or a material change in the Executive’s function, duties, or responsibilities, which change would cause the Executive’s position(s) position to become one of lesser responsibility, importance, or scope from the position(s) position and responsibilities, importance or scope responsibilities described in Section 1 1, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement by the AssociationBank), unless the Executive has agreed to the change in writing; (B) a relocation of the Executive’s principal place of employment to a location that is more than thirty-five (35) 25 miles from the location of the AssociationBank’s principal executive offices as of the Effective Datedate of this Agreement; (C) a material reduction in the benefits and perquisites, including Base Salary, provided to the Executive from those being provided as of the Effective Date (except for any reduction that is part of a reduction in pay or benefits that is generally applicable to officers or employees of the AssociationBank); (D) a liquidation or dissolution of the AssociationBank; or (E) a material breach of this Agreement by the AssociationBank. Upon the occurrence of any event described in this clause (ii)) above, the Executive shall have the right to elect to terminate his employment under this Agreement by resignation for “Good Reason” upon not less than thirty (30) days prior written notice given within a reasonable period of time (not to exceed ninety (90) days) after the event giving rise to the right to elect occurs. In such a caseelect, the which termination of employment by the Executive shall constitute be an Event of Termination; provided, however, the Association . The Bank shall have thirty (30) days to cure the condition giving rise to the right Event of Termination, provided that the Executive to terminate employment (although the Association 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 Association 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 that Executive would have been be entitled to for 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 (i) equal to the average annual highest bonus paid over 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. The payment Such payments shall be made paid in a lump sum on or before the 30th day following the Executive’s termination Separation from Service (within the meaning of employment, unless Section 409A of the payment is due in connection with a termination program involving more than one employee, in which case the payment Code) and shall be due within no more than the 60th day following the Executive’s termination of employment. The payment of severance will not be reduced in the event the Executive obtains other employment following his termination the Event of employmentTermination. Notwithstanding the foregoing, the Executive shall not be entitled to any payment payments or benefits under this Section 4 unless and until the (i) Executive executes a general release of his claims against the AssociationBank, 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”). The , and (ii) the payments and benefits will be made or shall begin on the 30th day following the date of the Executive’s termination of employmentSeparation from Service, provided that before that date 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 Association 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 AssociationBank’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 Association Bank for the Executive and his dependents prior to the Event of Termination, except to the extent the such coverage may be changed in its application to all Association employees and then the coverage provided to the Executive and his dependents shall be commensurate with the changed coverageBank employees. 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 insurance plans, or if providing the such benefits would subject the Association Bank to penalties, then the Association Bank shall pay the Executive a cash lump sum payment reasonably estimated to be equal to the value (or the remaining value) of the such non-taxable medical and dental benefits, with the such payment to be made in a by lump sum within ten thirty (1030) business days of the date Date of terminationTermination, or if later, the date on which the Association Bank determines that the such insurance coverage (or the remainder of the such insurance coverage) cannot be provided for the foregoing reasons. 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. (de) For purposes of this Agreement, a “Separation from Service” shall have occurred if the Association 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) 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 the Executive is a “Specified Employee,” , as defined in Code Section 409A, 409A and any payment to be made under subparagraph sub-paragraph (b) or (c) of this Section 4 is shall be determined to be subject to Code Section 409A without any exception409A, then, then if required by Code Section 409A, the such payment or a portion of the such payment (to the minimum extent possible) shall be delayed and shall be 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 the Executive’s term of employment under this Agreement, the provisions of this Section 4 section 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:following as set forth in Section 4(a)(i), (ii) or (iii): (i) the involuntary termination by the Bank of the Executive’s full-time employment by the Association hereunder for any reason other than termination governed by Section 6 (due to Disability or death), Section 7 (due to Retirement)a Termination for Cause, or Section 8 (a termination for Cause), provided that the termination of employment constitutes a “Separation from Service” (as defined in Section 4(d))Disability; orand (ii) the Executive’s voluntary resignation from the AssociationBank’s employ upon any of the following (which shall be treated as termination of employment for “Good Reason”), unless the condition has been previously consented to by the Executive):: (A) the failure to appoint the Executive to the position(s) Executive Position set forth in Section 1 above, or a material change in the Executive’s function, duties, or responsibilities, which change would cause the Executive’s position(s) position to become one of lesser responsibility, importance, or scope from the position(s) position and responsibilities, importance or scope responsibilities described in Section 1 above, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement by the AssociationAgreement), unless the Executive has agreed to the change in writing; (B) a relocation of the Executive’s principal place of employment to a location that is more than thirty-five (35) 50 miles from the location of the AssociationBank’s principal executive offices as of the Effective Datedate of this Agreement; (C) a material reduction in the benefits and perquisites, including Base Salary, provided Salary to the Executive from those being provided in this Agreement as of the Effective Date (except for any reduction that is part of a reduction in pay or benefits that is generally applicable to officers or employees of the Associationemployees); (D) a liquidation or dissolution of the Association; orBank other than liquidations or dissolutions that are caused by reorganizations that do not affect the status of the Executive; (E) a material breach of this Agreement by the Association. Bank; or Upon the occurrence of any event described in this clause (ii)) above, the Executive shall have the right to elect to terminate his employment under this Agreement by resignation for “Good Reason” upon not less than thirty (30) days prior written notice given within a reasonable period of time (not to exceed ninety (90) days) 90 after the event giving rise to the said right to elect occurs. In such a caseelect, the which termination of employment by the Executive shall constitute be an Event of Termination. The Bank shall have at least 30 days to remedy any event set forth in clauses (ii)(A) through (E) above; provided, however, that the Association Bank shall have thirty (30) days be entitled to waive such period and make an immediate payment hereunder. If the Bank remedies the event within such 30 day cure period, then no Good Reason shall be deemed to exist with respect to such event. If the condition giving rise to Bank does not remedy the right of event within such 30 day cure period, then the Executive to terminate employment (although the Association may elect to waive said thirty (30) day period). For the avoidance deliver a Notice 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 Termination for Good Reason and receive at any time within 60 days following the expiration of such cure period. (iii) Within 24 months following a severance payment pursuant Change in Control (as defined in Section 5 below), the Executive’s employment is involuntarily terminated without Cause or the Executive voluntarily resigns for Good Reason. No payments or benefits shall be due to Executive under this Agreement upon the terms termination of Executive’s employment except as provided in this AgreementSection 4 hereof. (b) Upon Within 30 days following the occurrence of an Event of Termination, the Association 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 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 cash amount equal to two times the 30th day following sum of (i) the Executive’s termination highest annual rate of employmentBase Salary paid to Executive at any time under the Agreement, unless plus (ii) the payment is due in connection highest bonus paid to Executive with a termination program involving more than one employee, in which case respect to the payment two completed fiscal years prior to the Event of Termination. Such payments shall be due within no more than the 60th day following the Executive’s termination of employment. 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 Association, 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”). The payments and benefits will be made or begin on the 30th day following the date of the Executive’s termination of employment, 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) Within 30 days following 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 equal to the excess, if any, of the present value of the benefit that Executive would have been entitled to under the Bank’s defined benefit pension plan if Executive had continued working for the Bank for 24 months after the effective date of such Event of Termination, over the present value of the benefits to which Executive was actually entitled as of the effective date of such Event of Termination. (d) Upon the occurrence of an Event of Termination, the Association shall provide, Bank will provide at the AssociationBank’s expense, for the remaining unexpired term of the Agreementlife insurance and non-taxable medical, nontaxable medical dental and dental vision coverage substantially comparable, as reasonably or customarily available, to the coverage maintained by the Association Bank for the Executive and his dependents prior to the Event of Terminationhis termination, except to the extent the such coverage may be changed in its application to all Association employees and then Bank employees. Such coverage shall cease 24 months following the coverage provided to the Executive and his dependents shall be commensurate with the changed coverage. Event of Termination. (e) 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 event the Executive is not permitted a Specified Employee (as defined herein), solely to the extent necessary to avoid penalties under the terms Code Section 409A, payment of the applicable health insurance plans, or if providing the benefits would subject the Association Executive’s benefit pursuant to penalties, then the Association 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 within ten (10) business days of the date of termination, or if later, the date on which the Association determines that the insurance coverage (or the remainder of the insurance coverage) cannot be provided for the foregoing reasons. 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”Sections 4(b), then the cash payment(s4(c) and 4(d), if applicable, 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 Association 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 subparagraph (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 ServiceEvent of Termination. “Specified Employee” shall be interpreted to comply with Code Section 409A and shall mean a key employee within the meaning of Code Section 416(i) (without regard to paragraph 5 thereof), but an individual shall be a “Specified Employee” only if the Bank or any affiliate is a publicly traded company.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the term of this Agreement, the provisions of this Section 4 shall apply; provided, however, that in the event an such Event of Termination occurs in connection with within eighteen (18) months following a Change in Control (as provided for defined in Section 55 hereof), Section 5 shall apply with respect to the determination of severance benefitsinstead. 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 hereunder by the Association Bank for any reason other than termination governed by Section 5 (in connection with or following a Change in Control), Section 6 (due to Disability or death), Section 7 (due to Retirement), or Section 8 (for Cause), provided that the such termination of employment constitutes a “Separation from Service” within the meaning of Section 409A of the Internal Revenue Code (as defined in Section 4(d)“Code”); or (ii) the Executive’s resignation from the AssociationBank’s employ upon any of the following (following, unless the condition has been previously consented to by the Executive):: (A) the failure to appoint the Executive to the position(s) position set forth in Section 1 1, or a material change in the Executive’s function, duties, or responsibilities, which change would cause the Executive’s position(s) position to become one of lesser responsibility, importance, or scope from the position(s) position and responsibilities, importance or scope responsibilities described in Section 1 1, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement by the AssociationBank), unless the Executive has agreed to the change in writing; (B) a relocation of the Executive’s principal place of employment to a location that is more than thirty-five (35) 25 miles from the location of the AssociationBank’s principal executive offices as of the Effective Datedate of this Agreement; (C) a material reduction in the benefits and perquisites, including Base Salary, provided to the Executive from those being provided as of the Effective Date (except for any reduction that is part of a reduction in pay or benefits that is generally applicable to officers or employees of the AssociationBank); (D) a liquidation or dissolution of the AssociationBank; or (E) a material breach of this Agreement by the AssociationBank. Upon the occurrence of any event described in this clause (ii)) above, the Executive shall have the right to elect to terminate his employment under this Agreement by resignation for “Good Reason” upon not less than thirty (30) days prior written notice given within a reasonable period of time (not to exceed ninety (90) days) after the event giving rise to the right to elect occurs. In such a caseelect, the which termination of employment by the Executive shall constitute be an Event of Termination; provided, however, the Association . The Bank shall have thirty (30) days to cure the condition giving rise to the right Event of Termination, provided that the Executive to terminate employment (although the Association 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 Association 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 that Executive would have been be entitled to for 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 (i) equal to the average annual highest bonus paid over 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. The payment Such payments shall be made paid in a lump sum on or before the 30th day following the Executive’s termination Separation from Service (within the meaning of employment, unless Section 409A of the payment is due in connection with a termination program involving more than one employee, in which case the payment Code) and shall be due within no more than the 60th day following the Executive’s termination of employment. The payment of severance will not be reduced in the event the Executive obtains other employment following his termination the Event of employmentTermination. Notwithstanding the foregoing, the Executive shall not be entitled to any payment payments or benefits under this Section 4 unless and until the (i) Executive executes a general release of his claims against the AssociationBank, 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”). The , and (ii) the payments and benefits will be made or shall begin on the 30th day following the date of the Executive’s termination of employmentSeparation from Service, provided that before that date 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 Association 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 AssociationBank’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 Association Bank for the Executive and his dependents prior to the Event of Termination, except to the extent the such coverage may be changed in its application to all Association employees and then the coverage provided to the Executive and his dependents shall be commensurate with the changed coverageBank employees. 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 insurance plans, or if providing the such benefits would subject the Association Bank to penalties, then the Association Bank shall pay the Executive a cash lump sum payment reasonably estimated to be equal to the value (or the remaining value) of the such non-taxable medical and dental benefits, with the such payment to be made in a by lump sum within ten (10) business days of the date Date of terminationTermination, or if later, the date on which the Association Bank determines that the such insurance coverage (or the remainder of the such insurance coverage) cannot be provided for the foregoing reasons. 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. (de) For purposes of this Agreement, a “Separation from Service” shall have occurred if the Association 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) 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 the Executive is a “Specified Employee,” , as defined in Code Section 409A, 409A and any payment to be made under subparagraph sub-paragraph (b) or (c) of this Section 4 is shall be determined to be subject to Code Section 409A without any exception409A, then, then if required by Code Section 409A, the such payment or a portion of the such payment (to the minimum extent possible) shall be delayed and shall be 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 the Executive’s term of employment under this Agreement, the provisions of this Section 4 5 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 by the Bank of the Executive’s full-time employment by the Association hereunder for any reason other than termination governed by Section 6 (due to Disability Termination for Just Cause) or death), termination governed by Section 7 (due to Retirement), Termination for Disability or Section 8 (for Cause), provided that the termination of employment constitutes a “Separation from Service” (as defined in Section 4(d)Death); or (ii) the Executive’s resignation from the AssociationBank’s employ upon for any of the following reasons (unless the condition has been previously consented to by the Executive):each of which shall be deemed a “Good Reason”: (A) the failure to elect or reelect or to appoint the or reappoint Executive to the position(s) positions set forth in under Section 1 or 1; (B) a material change in the Executive’s functionfunctions, duties, or responsibilitiesresponsibilities with the Bank, which change would cause the Executive’s position(s) position to become one of lesser responsibility, importance, or scope from the position(s) position and responsibilities, importance or scope attributes thereof described in Section 1 (and any material change shall be deemed a continuing breach of this Agreement by the Association)1, unless the Executive has agreed to the change in writingabove; (BC) a relocation of the Executive’s principal place of employment to a location that is by more than thirty-five (35) 30 miles from the location of the Association’s principal executive offices as of the Effective Datecorporate office located at 000 Xxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxx; (CD) a material reduction in the benefits and perquisites, including Base Salary, provided perquisites to the Executive from those being provided as of the Effective Date (except for any of this Agreement, other than a reduction that is part of a Bank-wide reduction in pay or benefits that is generally applicable to officers or employees of the Association)benefits; (DE) a liquidation or dissolution of the AssociationCompany 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 (EF) a material breach of this Agreement by the AssociationBank. Upon the occurrence of any event described in this clause clauses (iiA), the (B), (C), (D), (E) or (F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation for “Good Reason” upon not less than thirty sixty (3060) days prior written notice Notice of Termination, as defined in Section 9(a), given within a reasonable period of time six (not to exceed ninety (906) days) full calendar months after the event giving rise to the said right to elect occurselect. In such a caseThereafter, the termination of employment by the Executive shall constitute an Event of Termination; provided, however, the Association Bank shall have thirty (30) days to cure the condition giving rise to Good Reason, which period may be waived by the right of Bank. If the Executive to terminate employment (although the Association may elect to waive said thirty (30) day period). For the avoidance of doubtBank cures, the non-renewal 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 2(asolely 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), without (B), (C), (D) or (F) above. (iii) Executive’s resignation for Good Reason or Executive’s involuntary termination of employment by the occurrence of one Bank on the effective date of, or at any time following, a Change in Control of the events set forth in this clause (ii), prior to Bank or the end of 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), 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 considered an deemed to have occurred in the event that would permit (i) the Executive 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 resign for Good Reason and receive a severance payment pursuant to stock form by reorganizing into the terms of this Agreementstock holding company structure. (b) Upon the occurrence of an Event of Termination, on the Association Date of Termination, as defined in Section 9(b), the Bank shall be obligated to 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, an amount equal to the Base Salary and bonuses 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 been entitled 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 remaining unexpired term 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 Agreement. For purposes three calendar years preceding the year in which the termination occurs in the case of determining a termination pursuant to Section 5(a)(iii); and (iv) the bonus(es) payable annual contributions or payments that would have been payable hereundermade 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 bonus(es) will be deemed to be equal to the average annual bonus paid over the prior three yearsDate of Termination. The payment Any payments hereunder shall be made in a lump sum on within thirty (30) days after the Date of Termination, or before in the 30th day following event Executive is a Specified Employee (within the Executive’s termination meaning of employmentTreasury Regulations §1.409A-1(i)), unless and to the payment is due in connection with a termination program involving more than one employeeextent necessary to avoid penalties under Code Section 409A, in which case the no payment shall be due within no more than made to Executive prior to the 60th first day of the seventh month following the Executive’s termination Date of employmentTermination. The payment of severance will Such payments shall 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 Association, 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”). The payments and benefits will be made or begin on the 30th day following the date of the Executive’s termination of employment, 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 Association shall provideBank will cause to be continued life insurance and non-taxable, at the Association’s expense, for the remaining unexpired term of the Agreement, nontaxable medical and dental and disability coverage substantially comparable, as reasonably available, identical to the coverage maintained by the Association Bank for the Executive and his dependents family prior to Executive’s termination. Such coverage shall continue at the Event Bank’s expense for a period of thirty-six (36) months from the Date of Termination, except to . If the extent Bank cannot provide one or more of the coverage may be changed benefits set forth in its application to all Association 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 this paragraph because Executive is not permitted under no longer an employee, applicable rules and regulations prohibit such benefits or the terms payment of such benefits in the applicable health insurance plansmanner contemplated, or if providing the benefits would subject the Association Bank to penalties, then the Association 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 such benefits, with the . Such cash lump sum payment shall be made in a lump sum within ten thirty (1030) business days after the Date of the date of terminationTermination, or if later, in the date on which event Executive is a Specified Employee (with the Association determines that the insurance coverage (or the remainder meaning of the insurance coverage) cannot be provided for the foregoing reasons. If providing a lump sum cash payment would result in a violation of Treasury Regulation Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”1.409A-1(i)), then and to the cash payment(s) extent necessary to avoid penalties under Code Section 409A, no payment shall be made to Executive prior to the Executive at first day of the time the premiums would otherwise have been paidseventh 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 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 this AgreementSection 5, a an “Event of Termination” as used herein shall mean “Separation from Service” shall have occurred if the Association as defined in Code Section 409A and the Treasury Regulations promulgated thereunder, provided, however, that 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 bona fide services performed will not exceed 49Executive would perform after termination would permanently decrease to a level that is less than 50% of the average level of bona fide services in performed (whether as an employee or an independent contractor) over 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 subparagraph (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) 36-month following the Executive’s Separation from Serviceperiod.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon The provisions of this Section 6 shall apply upon the occurrence of an Event of Termination (as herein defined) during the Executive’s 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 by the Bank or the Company of the Executive’s full-time employment by the Association hereunder for any reason other than termination governed by Section 6 (due to A) Disability or death)Retirement, as defined in Section 7 (due to Retirement)below, or (B) Termination for Cause as defined in Section 8 (for Cause)hereof, provided that the such termination of employment constitutes a “Separation from Service” (as defined in within the meaning of Section 4(d))6(e) hereof; or (ii) the Executive’s resignation from the AssociationBank’s employ employ, upon any of the following (unless the condition has been previously consented to by the Executive):any (A) the failure to elect or reelect or to appoint the or reappoint Executive to the position(sas Chief Executive Officer, (B) set forth in Section 1 or a material change in the Executive’s function, duties, or responsibilities, which change would cause the Executive’s position(s) position to become one of lesser responsibility, importance, or scope from the position(s) position and responsibilities, importance or scope attributes thereof described in Section 1 (and any material change shall be deemed a continuing breach of this Agreement by the Association)1, unless the Executive has agreed to the change in writing;above, (BC) a liquidation or dissolution of the Bank or Company other than liquidations or dissolutions that are caused by reorganizations that do not affect the status of Executive, (D) reduction in Executive’s annual compensation or benefits or relocation of the Executive’s principal place of employment to a location that is by more than thirty-five (35) 25 miles from the its location of the Association’s principal executive offices as of the Effective Date; (C) a material reduction in the benefits and perquisitesdate of this Agreement, including Base Salary, provided to the Executive from those being provided as of the Effective Date (except for any reduction that is part of a reduction in pay or benefits that is generally applicable to officers or employees of the Association); (D) a liquidation or dissolution of the Association; or (E) a material breach of this Agreement by the AssociationBank or the Company. Upon the occurrence of any event described in this clause clauses (ii) (A), the (B), (C), (D) or (E), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation for “Good Reason” upon not less than thirty sixty (3060) days prior written notice given within a reasonable period of time (not to exceed ninety (90) days) days after the initial event giving rise to the said right to elect occurselect. In such a case, the termination of employment by the Executive shall constitute an Event of Termination; provided, however, the Association The Bank shall have thirty (30) days to cure the condition conditions giving rise to the right Event of Termination, provided that the Executive to terminate employment (although the Association Bank may elect to waive said thirty (30) such 30 day period). For Notwithstanding the avoidance preceding sentence, in the event of doubt, the non-renewal 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 solely under this Agreement and this Section 2(a6 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), without (B), (C), (D) or (E) above. (iii) (A) Executive’s involuntary termination by the occurrence of one Bank or the Company on the effective date of, or at any time following, a Change in Control, or (B) Executive’s resignation from employment with the Bank or the Company following a Change in Control as a result of the events set forth Bank’s or the Company’s (or any successor thereto) failure to renew or extend this Agreement, or (C) Executive’s resignation from 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 6(a)(ii)(A), (B), (C), (D) or (E) 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) 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 (collectively, the “HOLA”) as in effect at the time of the Change in Control; 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 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 on the date hereof (the “Incumbent Board”) cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Company’s stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes of this clause (iib), prior 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 is effected; or (d) 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 in this subsection to the end of the term of this Agreementcontrary, a Change in Control shall not be considered an event that would permit deemed to have occurred upon the Executive conversion of the Company’s mutual holding company parent to resign for Good Reason and receive stock form, or in connection with any reorganization used to effect such a severance payment pursuant to the terms of this Agreementconversion. (b) Upon the occurrence of an Event of Termination, on the Association Date of Termination, as defined in Section 9(b), 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, a sum equal to three (3) times the sum of (i) Base Salary and bonuses (ii) the highest rate of bonus awarded to which the Executive would have been entitled for 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 during 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. 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 Association, 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”). The payments and benefits will be made or begin on the 30th day following the date of the Executive’s termination of employment, 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 Association Bank will cause to be continued life, and non-taxable medical, dental and disability coverage substantially identical to the coverage maintained by the Bank for Executive prior to his termination. Such coverage shall providecontinue for thirty-six (36) months from the Date of Termination. (d) Upon the occurrence of an Event of Termination, at on the AssociationDate of Termination, as defined in Section 9(b) after taking into consideration the requirements of Section 6(e) hereof, the Bank shall pay Executive a lump sum payment in an amount equal to the present value of the Bank’s expensecontributions that would have been made on his behalf under each of the Bank’s (i) 401(k) Plan, (ii) money purchase pension plan, and (iii) employee stock ownership plan (and any other defined contribution plan maintained by the Bank) as if Executive had continued working for the Bank for a thirty-six (36) month period following his termination earning the Base Salary that would have been achieved during the remaining unexpired term of this Agreement (assuming, if a Change in Control has occurred, that the annual Base Salary increases under Section 3(a) would apply and, additionally, that such payment would continue for the remaining unexpired term of this Agreement) and making the Agreement, nontaxable medical and dental coverage substantially comparable, as reasonably available, to the coverage maintained by the Association for the Executive and his dependents prior to the Event maximum amount of Termination, except to the extent the coverage may be changed in its application to all Association employees and then the coverage provided to the Executive and his dependents shall be commensurate with the changed coverage. Notwithstanding the foregoingemployee contributions permitted, if applicable law prohibits (includingany, 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 insurance such plan or plans, or if providing the benefits would subject the Association to penalties, then the Association shall pay the Executive a cash lump sum payment reasonably estimated where such present values are to be equal to the value (or the remaining value) determined using a discount rate of the non-taxable medical and dental benefits, with the payment made in a lump sum within ten (10) business days of the date of termination, or if later, the date on which the Association determines that the insurance coverage (or the remainder of the insurance coverage) cannot be provided for the foregoing reasons. 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 paid6%. (de) For purposes of this Agreement, a “Separation from Service” shall have occurred if the Association 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) 36 months immediately preceding the Event of Termination. For all purposes hereunder, the definition of “Separation from Service 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, 409A and any payment to be made under subparagraph (b) or (cd) of this Section 4 is 6 shall be determined to be subject to Code Section 409A without any exception409A, then, then if required by Code Section 409A, the such payment or a portion of the such payment (to the minimum extent possible) shall be delayed and shall be paid on the first day of the seventh (7th) month following the Executive’s Separation from Service. (f) Notwithstanding the preceding paragraphs of this Section, in the event that 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, then such Termination Benefits will be 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.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. The provisions of this Section 6 shall in all respects be subject to the terms and conditions stated in Sections 9 and 17. (a) Upon The provisions of this Section 6 shall apply upon the occurrence of an Event of Termination (as herein defined) during the Executive's 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 Association Bank or the Company of Executive's full-time employment hereunder for any reason other than termination governed by Section 6 (due to A) Disability or death)Retirement, Section 7 (due to Retirement), or Section 8 (for Cause), provided that the termination of employment constitutes a “Separation from Service” (as defined in Section 4(d))7 below, or (B) Termination for Cause as defined in Section 8 hereof; or (ii) the Executive’s 's resignation from the Association’s employ Bank's employ, upon any of the following (unless the condition has been previously consented to by the Executive):any (A) the failure to elect or reelect or to appoint the or reappoint Executive to the position(sas President and Chief Executive Officer, (B) set forth in Section 1 or a material change in the Executive’s 's function, duties, or responsibilities, which change would cause the Executive’s position(s) 's position to become one of lesser responsibility, importance, or scope from the position(s) position and responsibilities, importance or scope attributes thereof described in Section 1 (and any material change shall be deemed a continuing breach of this Agreement by the Association)1, unless the Executive has agreed to the change in writing; (B) a relocation of the Executive’s principal place of employment to a location that is more than thirty-five (35) miles from the location of the Association’s principal executive offices as of the Effective Date;above, (C) a material reduction in the benefits and perquisites, including Base Salary, provided to the Executive from those being provided as of the Effective Date (except for any reduction that is part of a reduction in pay or benefits that is generally applicable to officers or employees of the Association); (D) a liquidation or dissolution of the Association; Bank or Company other than liquidations or dissolutions that are caused by reorganizations that do not affect the status of Executive, or (ED) a material breach of this Agreement by the AssociationBank. Upon the occurrence of any event described in this clause clauses (ii) (A), the (B), (C)or (D), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation for “Good Reason” upon not less than thirty sixty (3060) days prior written notice given within a reasonable period of time (not to exceed ninety (90) days) four calendar months after the initial event giving rise to the said right to elect occurselect. In such Notwithstanding the preceding sentence, in the event of a case, the termination of employment by the Executive shall constitute an Event of Termination; provided, however, the Association shall have thirty (30) days to cure the condition giving rise to the right of the Executive to terminate employment (although the Association may elect to waive said thirty (30) day period). For the avoidance of doubt, the non-renewal 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 solely under this Agreement and this Section 2(a6 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), without the occurrence of one of the events set forth in this clause (iiB), prior to (C) or (D) above. (iii) Executive's involuntary termination by the end of Bank 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 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 0000 (xxx "Xxxxxxxx Xxx"); or (ii) 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 (collectively, the "HOLA") as in effect at the time of the Change in Control; 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 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 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 (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 is effected; or (d) a proxy statement soliciting proxies from stockholders of the Company, by someone other than the current management of the Company is distributed, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or similar transaction with one or more corporations as a result of which the outstanding shares of the class of securities then subject to the plan are to be exchanged for or converted into cash or property or securities not issued by the Company; or (e) a tender offer is made for 25% or more of the voting securities of the Company and the shareholders owning beneficially or of record 25% or more of the outstanding securities of the 4 Company have tendered or offered to sell their shares pursuant to such tender offer and such tendered shares have been accepted by the tender offeror. Notwithstanding anything in this subsection to the contrary, a Change in Control shall not be considered an event that would permit deemed to have occurred upon the Executive conversion of the Company's mutual holding company parent to resign for Good Reason and receive stock form, or in connection with any reorganization used to effect such a severance payment pursuant to the terms of this Agreementconversion. (b) Upon the occurrence of an Event of Termination, as defined in Section 6(a)(i), (ii) or (iii), on the Association Date of Termination, as defined in Section 9(b), 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, a sum equal to three (3) times the sum of (i) Base Salary and bonuses (ii) the highest rate of bonus awarded to which the Executive would have been entitled for 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 during the prior three years. The payment At the election of 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 sum, or paid bi-weekly during the remaining term of this Agreement following Executive's termination. In the event that no election is made, payment to Executive will be made on or before a bi-weekly basis during the 30th day following the Executive’s termination remaining term of employment, unless the payment is due in connection with a termination program involving more than one employee, in which case the payment this Agreement. Such payments shall be due within no more than the 60th day following the Executive’s termination of employment. 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 Association, 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”). The payments and benefits will be made or begin on the 30th day following the date of the Executive’s termination of employment, 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 Association shall provideBank will cause to be continued life, at the Association’s expensemedical, for the remaining unexpired term of the Agreement, nontaxable medical dental and dental disability coverage substantially comparable, as reasonably available, identical to the coverage maintained by the Association Bank for the Executive and his dependents prior to the Event of Termination, except to the extent the his termination. Such coverage may be changed in its application to all Association 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 insurance plans, or if providing the benefits would subject the Association to penalties, then the Association 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 within ten (10) business days of the date of termination, or if later, the date on which the Association determines that the insurance coverage (or the remainder of the insurance coverage) cannot be provided continue for the foregoing reasons. 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 Association 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 from the Date of Termination. (d) Upon the occurrence of an Event of Termination. For all purposes hereunder, Executive will immediately vest in any outstanding unvested stock options or shares of restricted stock of the definition Company that have been awarded to him. (e) Upon the occurrence of Separation from Service shall an Event of Termination, within 60 days (or within such shorter period to the extent that information can be interpreted consistent reasonably be obtained) following his termination of employment with Treasury Regulation Section 1.409A-1(h)(ii). If the Executive is Bank, a “Specified Employee,” as defined lump sum payment in Code Section 409Aan amount equal to the present value of the Bank's contributions that would have been made on his behalf under each of the Bank's (i) 401(k) Plan, (ii) money purchase pension plan, and (iii) employee stock ownership plan (and any other defined contribution plan maintained by the Bank) if he had continued working for the Bank for a thirty-six (36) month period following his termination earning the Base Salary that would have been achieved during the remaining unexpired term of this Agreement (assuming, if a Change in Control has occurred, that the annual Base Salary increases under Section 3(a) would apply and, additionally, that such payment would continue for the remaining unexpired term of this Agreement) and making the maximum amount of employee contributions permitted, if any, under such plan or plans, where such present values are to be determined using a discount rate of 6%. (f) Notwithstanding the preceding paragraphs of this Section, in the event that the aggregate payments or benefits to be made or afforded to Executive under subparagraph said paragraphs (bthe "Termination Benefits") would be deemed to include an "excess parachute payment" under Section 280G of the Code or any successor thereto, then such Termination Benefits will be reduced to an amount (c) of this Section 4 is determined to be subject to Code Section 409A without any exception, then, if required by Code Section 409Athe "Non-Triggering Amount"), the payment or a portion 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 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 ServiceCode or any successor thereto.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's 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 Association Holding Company of Executive's full-time employment hereunder for any reason other than termination governed by Section 6 (due to Disability or death), Section 7 (due to Retirement)5(a) of this Agreement, or Section 8 (Termination for Cause), provided that the termination of employment constitutes a “Separation from Service” (as defined in Section 4(d))7 of this Agreement, or Retirement or Disability, as defined in paragraph (f) of this Section 4 or; or (ii) the Executive’s 's resignation from the Association’s employ upon Holding Company's employ, upon, any (A) notice to Executive by the Holding Company of non-renewal of the following term of this Agreement, (B) failure to re-elect or re-appoint Executive as President and Chief Executive Officer of the Holding Company or a failure to nominate or re-elect Executive to the Board of Directors of the Holding Company or of the Institution, unless the condition has been previously consented to by the Executive): , (AC) the failure to appoint the Executive to the position(s) set forth in Section 1 or a material change in the Executive’s 's function, duties, or responsibilitiesresponsibilities with the Holding Company or its Subsidiaries, which change would cause the Executive’s position(s) 's position to become one of lesser responsibility, importance, or scope from the position(s) position and responsibilities, importance or scope attributes thereof described in Section 1 of this Agreement (and any such material change shall be deemed as continuing breach of this Agreement), unless consented to by Executive, (D) relocation of Executive's principal place of employment by more than 25 miles from its location at the effective date of this Agreement, unless consented to by Executive, (E) material reduction in the benefits, arrangements or perquisites to Executive which is not general in nature and applicable on a continuing nondiscriminatory basis to all employees covered by such benefits, arrangements, or perquisites or, pursuant to Section 3(b) of this Agreement, to which Executive does not consent or for which Executive is not or will not be provided the economic benefit, (F) liquidation or dissolution of the Holding Company or the Institution, or (G) breach of this Agreement by the Association), unless the Executive has agreed to the change in writing; (B) a relocation of the Executive’s principal place of employment to a location that is more than thirty-five (35) miles from the location of the Association’s principal executive offices as of the Effective Date; (C) a material reduction in the benefits and perquisites, including Base Salary, provided to the Executive from those being provided as of the Effective Date (except for any reduction that is part of a reduction in pay or benefits that is generally applicable to officers or employees of the Association); (D) a liquidation or dissolution of the Association; or (E) a material breach of this Agreement by the AssociationHolding Company. Upon the occurrence of any event described in this clause clauses (iiA), the (B), (C), (D), (E), (F) or (G), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation for “Good Reason” upon not less than thirty sixty (3060) days prior written notice given within a reasonable period of time (not to exceed ninety (90) days) six full calendar months after the event giving rise to the said right to elect occurs. In such a case, the termination of employment by the Executive shall constitute an Event of Termination; provided, however, the Association shall have thirty (30) days to cure the condition giving rise to the right of the Executive to terminate employment (although the Association 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 Agreementelect. (b) Upon the occurrence of an Event of Termination, the Association 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 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. 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 Association, 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”). The payments and benefits will be made or begin on the 30th day following the date of the Executive’s termination of employment, 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 Association shall provide, at the Association’s expense, for the remaining unexpired term of the Agreement, nontaxable medical and dental coverage substantially comparable, as reasonably available, to the coverage maintained by the Association 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 Association 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 insurance plans, or if providing the benefits would subject the Association to penalties, then the Association 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 within ten (10) business days of the date of termination, or if later, the date on which the Association determines that the insurance coverage (or the remainder of the insurance coverage) cannot be provided for the foregoing reasons. 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 Association 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 subparagraph (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 the term of Executive’s employment under this Agreement, the provisions of this Section 4 5 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 by the Bank of the Executive’s full-time employment by the Association hereunder for any reason other than termination governed by Section 6 (due to Disability Termination for Just Cause) or death), termination governed by Section 7 (due to Retirement), Termination for Disability or Section 8 (for Cause), provided that the termination of employment constitutes a “Separation from Service” (as defined in Section 4(d)Death); or (ii) the Executive’s resignation from the AssociationBank’s employ upon for any of the following reasons (unless the condition has been previously consented to by the Executiveeach of which shall be deemed a “Good Reason”): (A) the failure to appoint continue Executive in the position of Executive to Vice President, Senior Credit Advisor of the position(sBank (without Executive’s consent) set forth in Section 1 or during the Term hereof; (B) a material change in the Executive’s functionfunctions, duties, or responsibilitiesresponsibilities with the Bank, which change would cause the Executive’s position(s) position to become one of lesser responsibility, importance, or scope from the position(s) position and responsibilities, importance or scope attributes thereof described in Section 1 (and any material change shall be deemed a continuing breach of this Agreement by the Association)1, unless the Executive has agreed to the change in writingabove; (BC) a relocation of the Executive’s principal place of employment to a location that is by more than thirty-five (35) 35 miles from the location of the Association’s principal executive offices as of the Effective Datecorporate office located at 000 Xxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxx; (CD) a material reduction in the benefits and perquisites, including Base Salary, provided perquisites to the Executive from those being provided as of the Effective Date of this Agreement, other than (except for any I) a reduction that is part of a Bank-wide reduction in pay or benefits that is generally applicable or (II) Executive’s inability, during the Term of this Agreement, to officers or employees of participate in the Association)2019 Management Cash Incentive Plan; (DE) a liquidation or dissolution of the AssociationCompany 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 (EF) a material breach of this Agreement by the AssociationBank. Upon the occurrence of any event described in this clause clauses (iiA), the (B), (C), (D), (E) or (F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation for “Good Reason” upon not less than thirty sixty (3060) days prior written notice Notice of Termination, as defined in Section 9(a), given within a reasonable period of time (not to exceed ninety (90) days) days after the event giving rise to the said right to elect occurselect. In such a caseThereafter, the termination of employment by the Executive shall constitute an Event of Termination; provided, however, the Association Bank shall have thirty (30) days to cure the condition giving rise to Good Reason, which period may be waived by the right of Bank. If the Executive to terminate employment (although the Association may elect to waive said thirty (30) day period). For the avoidance of doubtBank cures, the non-renewal 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 2(asolely 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), without (B), (C), (D) or (F) above. (iii) Executive’s resignation for Good Reason or Executive’s involuntary termination of employment by the occurrence of one Bank on the effective date of, or at any time following, a Change in Control of the events set forth in this clause (ii), prior to Bank or the end of Company during the term of this Agreement, shall not be considered an event provided that would permit 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 resign for Good Reason and receive a severance payment 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 terms 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 Agreementclause (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 Association Date of Termination, as defined in Section 9(b), the Bank shall be obligated to 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, an amount equal to the Base Salary and bonuses 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 (including, if unpaid at such time, any bonus Executive would have been entitled earned under Section 3(b) for the 2018 calendar year); and (iii) the remaining Base Salary that Executive would have earned, in accordance with Sections 3(a), if he had continued his employment with the Bank for the remaining unexpired term 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 this Agreement if his termination occurs pursuant to the average provisions of Section 5(a)(i) or 5(a)(ii) during the remaining unexpired term, if Executive’s termination occurs pursuant to Section 5(a)(iii), two (2) years of Executive’s annual rate of Base Salary as in effect on his Date of Termination plus two times his highest bonus paid over and/or incentive award earned by Executive in the prior three yearstwo calendar years preceding the year in which Executive’s termination occurs. The payment Any payments hereunder shall be made in a lump sum on within thirty (30) days after the Date of Termination. (c) Upon the occurrence of an Event of Termination occurring under Section 5(a)(i) or before 5(a)(ii), the 30th day 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 through the remaining unexpired Term of this Agreement. In the event of the occurrence of an Event of Termination occurring under Section 5(a)(iii) during the unexpired term of this Agreement, Executive shall be entitled to the coverage set forth in this Section 5(c), at the Bank's expense, for a period of eighteen (18) months following Executive’s 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’s termination , to the extent possible under Code Section 409A, a cash lump sum payment reasonably estimated to be equal to the value of employmentsuch benefits, unless with value to be determined by the payment is due in connection with a termination program involving more than one employeepolicy premium paid for such coverage by the Bank, in which case 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 due made within no more than thirty (30) days after the 60th day following Date of Termination, (or if later, the Executive’s termination of employment. The payment of severance will not be reduced 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 obtains other employment prior to the first day of the seventh month following his termination Executive’s Date of employmentTermination. 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 not be entitled to any payment 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 4 unless 280G, or any successor thereto, and until 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 executes 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 general 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 his all claims that Executive or any of Executive’s affiliates or beneficiaries may have against the AssociationBank, the Company and 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 the Executive’s employment relationship, including claims under the Age Discrimination in Employment ActAct (“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 (the “Release”)Agreement. The payments and benefits will be made or begin on the 30th day following the date of the Executive’s termination of employment, 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 Association shall provide, at the Association’s expense, for the remaining unexpired term of the Agreement, nontaxable medical and dental coverage substantially comparable, as reasonably available, In order to the coverage maintained by the Association 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 Association employees and then the coverage provided to the Executive and his dependents shall be commensurate comply 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 insurance plans, or if providing the benefits would subject the Association to penalties, then the Association 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 within ten (10) business days of the date of termination, or if later, the date on which the Association determines that the insurance coverage (or the remainder of the insurance coverage) cannot be provided for the foregoing reasons. If providing a lump sum cash payment would result in a violation requirements of Section 409A of the Internal Revenue Code and the ADEA, the Release must be provided to Executive no later than the date 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 “his Separation from Service” shall have occurred if Service and Executive, the Association Company and the Executive reasonably anticipate that either no further services will Bank must execute the Release within twenty-one (21) days (or such longer period as may be performed required by the Executive applicable law) after the date of the Event of Termination termination without subsequent revocation by Executive within seven (whether as an employee or as an independent contractor7) or the level of further services performed will not exceed 49% days after execution of the average level Release. (g) Executive may voluntarily terminate his employment during the term of bona fide services in this Agreement (other than for Good Reason) upon at least ninety (90) days prior written notice to the thirty-six (36) months immediately preceding Board of Directors of the Event of TerminationBank. For all purposes hereunderIn its discretion, the definition Board of Separation from Service shall 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 interpreted consistent with Treasury Regulation Section 1.409A-1(h)(ii). If subject to the Executive is a “Specified Employee,” as defined requirements and restrictions set forth in Code Section 409A, Sections 11(a) and any payment to be made under subparagraph (b) or (c11(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 ServiceAgreement.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the term of this Agreement, the provisions of this Section 4 shall apply; provided, however, that in the event an such Event of Termination occurs in connection with within 18 months or less following a Change in Control (as provided for defined in Section 55 hereof), Section 5 shall apply with respect to the determination of severance benefitsinstead. 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 hereunder by the Association Bank for any reason other than termination governed by Section 5 (in connection with or following a Change in Control), Section 6 (due to Disability or deathDisability), Section 7 (due to Retirement), or Section 8 (for Just Cause), provided that the such termination of employment constitutes a “Separation from Service” within the meaning of Section 409A of the Internal Revenue Code (as defined in Section 4(d)“Code”); or (ii) the Executive’s resignation from the AssociationBank’s employ upon any of the following (following, unless the condition has been previously consented to by the Executive):: (A) the failure to appoint the Executive to the position(s) position set forth in Section 1 1, or a material change in the Executive’s function, duties, or responsibilities, which change would cause the Executive’s position(s) position to become one of lesser responsibility, importance, or scope from the position(s) position and responsibilities, importance or scope responsibilities described in Section 1 1, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement by the AssociationBank), unless the Executive has agreed to the change in writing; (B) a relocation of the Executive’s principal place of employment to a location that is more than thirty-five (35) 20 miles from the location of the AssociationBank’s principal executive offices as of the Effective Datedate of this Agreement; (C) a material reduction in the benefits and perquisites, including Base Salary, provided to the Executive from those being provided as of the Effective Date (except for any reduction that is part of a reduction in pay or benefits that is generally applicable to officers or employees of the AssociationBank); (D) a liquidation or dissolution of the AssociationBank; or (E) a material breach of this Agreement by the AssociationBank. Upon the occurrence of any event described in this clause (ii)) above, the Executive shall have the right to elect to terminate his employment under this Agreement by resignation for “Good Reason” upon not less than thirty (30) 30 days prior written notice given within a reasonable period of time (not to exceed ninety (90) 90 days) after the event giving rise to the right to elect occurs. In such a caseelect, the which termination of employment by the Executive shall constitute be an Event of Termination; provided, however, the Association . The Bank shall have thirty (30) 30 days to cure the condition giving rise to the right Event of Termination, provided, that the Executive to terminate employment (although the Association Bank may elect to waive said thirty (30) 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 Association 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 that Executive would have been be entitled to for 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 (i) equal to the average annual highest bonus paid over 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. The payment Such payments shall be made paid in a lump sum on or before the 30th day following within 60 days of 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 employment and shall be due within no more than the 60th day following the Executive’s termination of employment. The payment of severance will not be reduced in the event the Executive obtains other employment following his termination the Event 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 Association, 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”). The payments and benefits will be made or begin on the 30th day following the date of the Executive’s termination of employment, 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 lawTermination. (c) Upon the occurrence of an Event of Termination, the Association Bank shall providepay 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 AssociationBank’s expense, 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 Association Bank for the Executive and his dependents prior to the Event of Termination, except to the extent the such coverage may be changed in its application to all Association 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 Bank employees), or, if participation by the Executive is not permitted under the terms of the applicable health insurance plans, or if providing the benefits would subject the Association to penalties, then the Association 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 within ten (10) business days of the date of termination, or if later, the date on which the Association determines that the insurance coverage (or the remainder of the insurance coverage) cannot be provided for the foregoing reasons. 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. (de) For purposes of this Agreement, a “Separation from Service” shall have occurred if the Association 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) 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 the Executive is a “Specified Employee,” , as defined in Code Section 409A, 409A and any payment to be made under subparagraph sub-paragraph (b) or (c) of this Section 4 is shall be determined to be subject to Code Section 409A without any exception409A, then, then if required by Code Section 409A, the such payment or a portion of the such payment (to the minimum extent possible) shall be delayed and shall be 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), including the occurrence of an Event of Termination coincident with or following a Change in Control (as defined in Section 5 hereof) during the term of 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 by the Bank of the Executive’s full-time employment by the Association hereunder for any reason other than a 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 “Separation from Service,” (as defined in Section 4(d))8, a termination upon “Retirement,” as defined in Section 7, or a termination for “Disability,” as set forth in Section 6; orand (ii) the Executive’s resignation from the AssociationBank’s employ upon any of the following (following, unless the condition has been previously consented to by the Executive):: (A) the failure to appoint the Executive to the position(s) position set forth in Section 1 1, or a material change in the Executive’s function, duties, or responsibilities, which change would cause the Executive’s position(s) position to become one of lesser responsibility, importance, or scope from the position(s) position and responsibilities, importance or scope responsibilities described in Section 1 1, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement by the AssociationBank), unless the Executive has agreed to the change in writing; (B) a relocation of the Executive’s principal place of employment to a location that is more than thirty-five (35) 50 miles from the location of the AssociationBank’s principal executive offices as of the Effective Datedate of this Agreement; (C) a reduction in Base Salary or a material reduction in the benefits and perquisites, including Base Salary, provided perquisites to the Executive from those being provided as of the Effective Date (except for any reduction that is part of a reduction in pay or benefits that is generally applicable to officers or employees of the AssociationBank); (D) a liquidation or dissolution of the AssociationBank; or (E) a material breach of this Agreement by the AssociationBank. Upon the occurrence of any event described in this clause (ii)) above, the Executive shall have the right to elect to terminate his employment under this Agreement by resignation for “Good Reason” upon not less than thirty (30) days prior written notice given within a reasonable period of time (not to exceed ninety (90) days) after the event giving rise to the right to elect occurs. In such a caseelect, the which termination of employment by the Executive shall constitute be an Event of Termination; . The Bank shall have at least 30 days to remedy any condition set forth in clause (ii) (A) through (E), provided, however, the Association Bank shall have thirty (30) days to cure the condition giving rise to the right of the Executive to terminate employment (although the Association may elect be entitled to waive said thirty (30) day period)such period and make an immediate payment hereunder. For the avoidance of doubt, the non-renewal of No payments or benefits shall be due to Executive under this Agreement under Section 2(a), without upon the occurrence termination of one of the events set forth Executive’s employment except as provided in this clause (ii)Section 4, 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 Agreementor Sections 6 or 22. (b) Upon the occurrence of an Event of Termination, the Association 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, within sixty (60) days of the Event of Termination, subject to the limitations set forth herein, as severance pay or liquidated damages, or both, a lump sum in cash equal to the Base Salary and bonuses due to which the Executive would have been entitled for the remaining unexpired term of this Agreement, plus the Agreement. For purposes of determining bonuses due to Executive under paragraph 3(b) for 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. 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 Association, 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 remaining term of this Agreement (the “Release”). The payments and benefits will be made or begin on the 30th day following the date of the Executive’s termination of employment, 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 lawAgreement. (c) Upon Notwithstanding the occurrence foregoing, in the event Executive is a “Specified Employee” (as defined herein) no payment shall be made to Executive under paragraph 4(b) prior to the first day of the seventh month following the Event of Termination in excess of the “permitted amount” under Section 409A of the Internal Revenue Code. For these purposes the “permitted amount” shall be an amount that does not exceed two times the lesser of: (A) 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 Executive has an Event of Termination, or (B) the Association shall provide, at maximum amount that may be taken into account under a tax-qualified plan pursuant to Section 401(a)(17) of the Association’s expense, Internal Revenue Code for the remaining unexpired term calendar year in which the Event of Termination occurs. The payment of the Agreement, nontaxable medical and dental coverage substantially comparable, as reasonably available, to “permitted amount” shall be made within sixty (60) days of the coverage maintained by the Association for the Executive and his dependents prior to occurrence of the Event of Termination, except to . Any payment in excess of the extent the coverage may be changed in its application to all Association employees and then the coverage provided to the Executive and his dependents permitted amount shall be commensurate with made to Executive on 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 first day of the applicable health insurance plans, or if providing seventh month following the benefits would subject the Association Event of Termination. “Specified Employee” shall be interpreted to penalties, then the Association 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, comply with the payment made in a lump sum within ten (10) business days of the date of termination, or if later, the date on which the Association determines that the insurance coverage (or the remainder of the insurance coverage) cannot be provided for the foregoing reasons. If providing a lump sum cash payment would result in a violation of Section 409A of the Internal Revenue Code and shall mean a key employee within the meaning of 1986, as amended Section 416(i) of the Internal Revenue Code (the “Code”without regard to paragraph 5 thereof), then the cash payment(s) but an individual 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 Association 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 subparagraph (b) only if the Bank is a publicly traded institution or (c) the subsidiary 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 Servicepublicly traded holding company.

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 the Executive's 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 Association Bank or the Company of Executive's full-time employment hereunder for any reason other than termination governed by Section 6 (due to A) Disability or death)Retirement, Section 7 (due to Retirement), or Section 8 (for Cause), provided that the termination of employment constitutes a “Separation from Service” (as defined in Section 4(d))5 below, or (B) Termination for Cause as defined in Section 6 hereof; or (ii) the Executive’s 's resignation from the Association’s employ Bank's employ, upon any of the following (unless the condition has been previously consented to by the Executive):any (A) the failure to elect or reelect or to appoint or reappoint Executive as President and Chief Executive Officer of the Executive to the position(sBank, (B) set forth in Section 1 or a material change in the Executive’s 's function, duties, or responsibilities, which change would cause the Executive’s position(s) 's position to become one of lesser responsibility, importance, or scope from the position(s) position and responsibilities, importance or scope attributes thereof described in Section 1 (and any material change shall be deemed a continuing breach of this Agreement by the Association)1, unless the Executive has agreed to the change in writing;above, (BC) a relocation of the Executive’s 's principal place of employment to a location that is by more than thirty-five (35) 30 miles from its location at the location effective date of the Association’s principal executive offices as of the Effective Date; (C) this Agreement, or a material reduction in the benefits and perquisites, including Base Salary, provided perquisites to the Executive from those being provided as of the Effective Date (except for any reduction that is part effective date of a reduction in pay or benefits that is generally applicable to officers or employees of the Association);this Agreement, (D) a liquidation or dissolution of the Association; Bank or Company other than liquidations or dissolutions that are caused by reorganizations that do not affect the status of Executive, or (E) a material breach of this Agreement by the AssociationBank. Upon the occurrence of any event described in this clause clauses (ii) (A), the (B), (C), (D) or (E), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation for “Good Reason” upon not less than thirty sixty (3060) days prior written notice given within a reasonable period of time (not to exceed ninety (90) days) four calendar months after the initial event giving rise to the said right to elect occurselect. In such Notwithstanding the preceding sentence, in the event of a case, the termination of employment by the Executive shall constitute an Event of Termination; provided, however, the Association shall have thirty (30) days to cure the condition giving rise to the right of the Executive to terminate employment (although the Association may elect to waive said thirty (30) day period). For the avoidance of doubt, the non-renewal 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 2(a4 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), without the occurrence of one of the events set forth in this clause (iiB), prior to (C), (D) and (E) above. (iii) Executive's voluntary resignation from the end of Bank'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 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 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 the Bank or the Company within the meaning of the Bank Holding Company Act of 1956, as amended and the rules and regulations promulgated thereunder, as in effect on the date hereof ("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 the Bank or the Company representing 25% or more of the Bank's or the Company's outstanding securities except for any securities of the Bank purchased by the Company in connection with the conversion of the Bank to the stock form and any securities purchased by the Bank's employee stock ownership plan and trust; or (b) individuals who constitute the Board on the date hereof (the "Incumbent Board") cease for any reason to constitute at least a majority thereof, provided, however, that this sub-section (b) shall not apply if the Incumbent Board is replaced by the appointment by a Federal banking agency of a conservator or receiver for the Bank and, provided further that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least two-thirds of the directors comprising the Incumbent Board or whose nomination for election by the Company's stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes of this clause (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 (d) a proxy statement soliciting proxies from stockholders of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or Bank or similar transaction with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Bank or the Company shall be considered an event that would permit distributed and the Executive requisite number of proxies approving such plan of reorganization, merger or consolidation of the Company or Bank are received and voted in favor of such transactions; or (e) a tender offer is made for 25% or more of the outstanding securities of the Bank or Company and shareholders owning beneficially or of record 25% or more of the outstanding securities of the Bank or Company have tendered or offered to resign for Good Reason and receive a severance payment sell their shares pursuant to such tender offer and such tendered shares have been accepted by the terms of this Agreementtender offeror. (b) Upon the occurrence of an Event of Termination, on the Association Date of Termination, as defined in Section 7, 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, a sum equal to three (3) times the sum of (i) Base Salary and bonuses (ii) the highest rate of bonus awarded to which the Executive would have been entitled for 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 during the prior three years. The payment 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 on or before paid monthly during the 30th day remaining term of this Agreement following the Executive’s termination '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 employment, unless the payment is due in connection with a termination program involving more than one employee, in which case the payment this Agreement. Such payments shall be due within no more than the 60th day following the Executive’s termination of employment. 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 Association, 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”). The payments and benefits will be made or begin on the 30th day following the date of the Executive’s termination of employment, 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 Association shall provideBank will cause to be continued life, at the Association’s expensemedical, for the remaining unexpired term of the Agreement, nontaxable medical dental and dental disability coverage substantially comparable, as reasonably available, identical to the coverage maintained by the Association Bank for the Executive and his dependents prior to his termination. Such coverage shall continue for 36 months from the Event Date of Termination, except to the extent the coverage may be changed in its application to all Association 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 insurance plans, or if providing the benefits would subject the Association to penalties, then the Association 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 within ten (10) business days of the date of termination, or if later, the date on which the Association determines that the insurance coverage (or the remainder of the insurance coverage) cannot be provided for the foregoing reasons. 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 Upon the occurrence of an Event of Termination, the Bank will honor the provisions of Section 3(c) of this Agreement. (e) Notwithstanding the preceding paragraphs of this Section 4, a “Separation from Service” shall have occurred if the Association 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 event that: (36i) 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 aggregate payments or benefits to be made or afforded to Executive under subparagraph said paragraphs (bthe "Termination Benefits") would be deemed to include an "excess parachute payment" under Section 280G of the Code or any successor thereto, and (cii) if such Termination Benefits were reduced to an amount (the "Non-Triggering Amount"), the value of this which is one dollar ($1.00) less than an amount equal to the total amount of payments permissible under Section 4 is determined 280G of the Code or any successor thereto, then the Termination Benefits to be subject paid 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) Executive shall be delayed and paid on the first day of the seventh (7th) month following the Executive’s Separation from Serviceso reduced so as to be a Non-Triggering Amount.