Common use of PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL Clause in Contracts

PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL. (a) Upon the occurrence of a Change in Control (as herein defined) followed within twelve (12) months of the effective date of the Change in Control by the voluntary or involuntary termination of EXECUTIVE’s employment, other than for Cause, as defined in Section 2(c) hereof, the provisions of Section 3 shall apply. For purposes of this Agreement, “voluntary termination” shall be limited to the circumstances in which EXECUTIVE elects to voluntarily terminate EXECUTIVE’s employment within twelve (12) months of the effective date of a Change in Control following any material demotion, loss of title, office or significant authority, material reduction in EXECUTIVE’s annual compensation or benefits (other than a reduction affecting BANK personnel generally), or the relocation of EXECUTIVE’s principal place of employment by more than 25 miles from its location immediately prior to the Change in Control. (b) A “Change in Control” of the COMPANY or the BANK shall be deemed to occur if and when (a) there occurs a change in control of the BANK or the COMPANY within the meaning of the Change in Bank Control Act and 12 C.F.R. Part 174 or 12 C.F.R. Part 238, (b) any person (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act Act of 1934, as amended) is or becomes the beneficial owner, directly or indirectly, of securities of the COMPANY or the BANK representing twenty-five percent (25%) or more of the combined voting power of the COMPANY’s or the BANK’s then outstanding securities, (c) the membership of the board of directors of the COMPANY or the BANK changes as the result of a contested election, such that individuals who were directors at the beginning of any twenty-four (24) month period (whether commencing before or after the date of adoption of this Agreement) do not constitute a majority of the Board at the end of such period, or (d) shareholders of the COMPANY or the BANK approve a merger, consolidation, sale or disposition of all or substantially all of the COMPANY’s or the BANK’s assets, or a plan of partial or complete liquidation. (c) EXECUTIVE shall not have the right to receive termination benefits pursuant to Section 3 hereof upon Termination for Cause. The term “Termination for Cause” shall mean termination because of EXECUTIVE’s intentional failure to perform stated duties, personal dishonesty, incompetence, willful misconduct, any breach of fiduciary duty involving personal profit, willful violation of any law, rule, regulation (other than traffic violations or similar offenses) or final cease and desist order, or any material breach of any material provision of this Agreement. In determining incompetence, the acts or omissions shall be measured against standards generally prevailing in the financial institutions industry. Notwithstanding the foregoing, EXECUTIVE shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to EXECUTIVE a copy of a resolution duly adopted by the affirmative vote of not less than a majority the members of the Board at a meeting of the Board called and held for that purpose, finding that in the good faith opinion of the Board, EXECUTIVE was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. EXECUTIVE shall not have the right to receive compensation or other benefits for any period after Termination for Cause.

PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL. (a) Upon the occurrence of a Change in Control of the Bank or the Company (as herein defined) followed within twelve (12) months of the effective date of the Change in Control by the voluntary or involuntary termination of EXECUTIVE’s employment, other than for Cause, as defined in Section 2(c) hereof, the provisions of Section 3 shall apply. For purposes of this Agreement, “voluntary termination” shall be limited to the circumstances in which EXECUTIVE elects to voluntarily terminate EXECUTIVE’s employment within twelve (12) months of the effective date of a Change in Control following any material demotion, loss of title, office or significant authority, material reduction in EXECUTIVE’s annual compensation or benefits (other than a reduction affecting BANK personnel generally), or the relocation of EXECUTIVE’s principal place of employment by more than 25 miles from its location immediately prior to the Change in Control. (b) A “Change in Control” of the COMPANY Bank or the BANK Company shall be deemed to occur if and when mean (i) a change in ownership of the Bank or the Company under paragraph (a) there occurs below, or (ii) a change in effective control of the BANK Bank or the COMPANY within the meaning of the Change in Bank Control Act and 12 C.F.R. Part 174 or 12 C.F.R. Part 238, Company under paragraph (b) below, or (iii) a change in the ownership of a substantial portion of the assets of the Bank or the Company under paragraph (c) below: (a) Change in the ownership of the Bank or the Company. A change in the ownership of the Bank or the Company shall occur on the date that any one person, or more than one person acting as a group (as such term is used defined in Sections 13(d) and 14(d)(2) Proposed Treasury Regulation Section 1.409A-3(g)(5)(v)(B)), acquires ownership of stock of the Securities Exchange Act Act of 1934corporation that, as amended) is together with stock held by such person or becomes the beneficial ownergroup, directly or indirectly, of securities constitutes more than 50 percent of the COMPANY total fair market value or total voting power of the stock of such corporation. (b) Change in the effective control of the Bank or the BANK representing twentyCompany. A change in the effective control of the Bank or the Company shall occur on the date that either (i) any one person, or more than one person acting as a group (as defined in Proposed Treasury Regulation Section 1.409A-3(g)(5)(v)(B)), acquires (or has acquired during the 12-five month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the corporation possessing 35 percent (25%) or more of the combined total voting power of the COMPANY’s stock of such corporation; or the BANK’s then outstanding securities, (cii) the membership a majority of members of the board corporation’s Board of directors of the COMPANY or the BANK changes as the result of a contested election, such that individuals who were directors at the beginning of Directors is replaced during any twenty12-four (24) month period (whether commencing before by directors whose appointment or after the date of adoption of this Agreement) do election is not constitute endorsed by a majority of the Board at the end of such period, or (d) shareholders members of the COMPANY corporation’s Board of Directors prior to the date of the appointment or election, provided that this sub-section (ii) is inapplicable where a majority shareholder of the Bank or the BANK approve a merger, consolidation, sale or disposition of all or substantially all of the COMPANY’s or the BANK’s assets, or a plan of partial or complete liquidationCompany is another corporation. (c) EXECUTIVE Change in the ownership of a substantial portion of the Bank or the Company’s assets. A change in the ownership of a substantial portion of the Bank or the Company’s assets shall occur on the date that any one person, or more than one person acting as a group (as defined in Proposed Treasury Regulation Section 1.409A-3(g)(5)(v)(B)), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the corporation that have a total gross fair market value equal to or more than 40% of the total gross fair market value of (i) all of the assets of the Bank or the Company, or (ii) the value of the assets being disposed of, either of which is determined without regard to any liabilities associated with such assets. (d) For all purposes hereunder, the definition of Change in Control shall be construed to be consistent with the requirements of Proposed Treasury Regulation Section 1.409A-3(g), except to the extent that such proposed regulations are superseded by subsequent guidance. (c) The Executive shall not have the right to receive termination benefits pursuant to Section 3 hereof upon in the event of Termination for CauseCause prior to the Change in Control. The term “Termination for Cause” shall mean termination because of EXECUTIVEthe Executive’s intentional failure to perform stated duties, personal dishonesty, incompetence, willful misconduct, any breach of fiduciary duty involving personal profit, willful violation of any law, rule, regulation (other than traffic violations or similar offenses) or final cease and desist order, or any material breach of any material provision of this Agreement. In determining incompetence, the acts or omissions shall be measured against standards generally prevailing in the financial institutions savings institution industry. For purposes of this paragraph, no act or failure to act on the part of the Executive shall be considered “willful” unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the Executive’s action or omission was in the best interest of the Company. Notwithstanding the foregoing, EXECUTIVE the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to EXECUTIVE him a copy of a resolution duly adopted by the affirmative vote of not less than a majority three-fourths of the members of the Board at a meeting of the Board called and held for that purposepurpose (after reasonable notice to the Executive and an opportunity for him, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, EXECUTIVE the Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. EXECUTIVE The Executive shall not have the right to receive compensation or other benefits for any period after Termination for Cause. Any stock options granted to Executive under any stock option plan of the Company or any subsidiary or affiliate thereof, shall become null and void effective upon Executive’s Termination for Cause and shall not be exercisable by Executive at any time subsequent to such Termination for Cause.

PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL. (a) Upon the occurrence of a Change in Control of the Bank or the Company (as herein defined) followed within twelve (12) months at any time during the term of the effective date of the Change in Control this Agreement by the voluntary or involuntary termination of EXECUTIVEthe Executive’s employment, other than for Cause, as defined in Section 2(c) hereof, the provisions of Section 3 shall apply. For purposes of this Agreement, “voluntary termination” shall be limited to Upon the circumstances in which EXECUTIVE elects to voluntarily terminate EXECUTIVE’s employment within twelve (12) months of the effective date occurrence of a Change in Control Control, the Executive shall have the right to elect to voluntarily terminate his employment at any time during the term of this Agreement following any material demotion, loss of title, office or significant authority, material reduction in EXECUTIVE’s his annual compensation or benefits (other than a reduction affecting BANK personnel generally)benefits, or the relocation of EXECUTIVE’s his principal place of employment by more than 25 30 miles from its location immediately prior to the Change in Control. (b) A “Change in Control” of the COMPANY Bank or the BANK Company shall be deemed to occur if and when (a) there occurs mean a change in control of a nature that: (i) would be required to be reported in response to Item 1(a) of the BANK 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 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 Bank Control; or (iii) without limitation such a Change in Control Act and 12 C.F.R. Part 174 or 12 C.F.R. Part 238, shall be deemed to have occurred at such time as (ba) any person “person” (as such the term is used in Sections 13(d) and 14(d)(214(d) of the Securities Exchange Act Act of 1934, as amendedAct) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the COMPANY or the BANK Company representing twenty-five percent (25%) % or more of the combined voting power of the COMPANYCompany’s or the BANK’s then 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) the membership a plan of the board of directors of the COMPANY or the BANK changes as the result of a contested electionreorganization, such that individuals who were directors at the beginning of any twenty-four (24) month period (whether commencing before or after the date of adoption of this Agreement) do not constitute a majority of the Board at the end of such period, or (d) shareholders of the COMPANY or the BANK approve a merger, consolidation, sale or disposition of all or substantially all the assets of the COMPANY’s Bank or the BANK’s assetsCompany or similar transaction in which the Bank or Company is not the surviving institution occurs; or (d) a proxy statement soliciting proxies from stockholders of the Company, or by someone other than the current Board of Directors of the Company, seeking stockholder approval of a plan of partial reorganization, merger or complete liquidationconsolidation of the Company or similar transaction with one or more corporations as a result of which the outstanding shares of the class of securities then subject to the plan are exchanged for or converted into cash or property or securities not issued by the Company; or (e) a tender offer is made for 25% or more of the voting securities of the Company and the shareholders owning beneficially or of record 25% or more of the outstanding securities of the Company have tendered or offered to sell their shares pursuant to such tender offer and such tendered shares have been accepted by the tender offeror. (c) EXECUTIVE The Executive shall not have the right to receive termination benefits pursuant to Section 3 hereof upon Termination for Cause. The term “Termination for Cause” shall mean termination because of EXECUTIVEthe Executive’s intentional failure to perform stated duties, personal dishonesty, incompetence, willful misconduct, any breach of fiduciary duty involving personal profit, willful violation of any law, rule, regulation (other than traffic violations or similar offenses) or final cease and desist order, or any material breach of any material provision of this Agreement. In determining incompetence, the acts or omissions shall be measured against standards generally prevailing in the financial institutions savings institution industry. For purposes of this paragraph, no act or failure to act on the part of the Executive shall be considered “willful” unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the Executive’s action or omission was in the best interest of the Bank. Notwithstanding the foregoing, EXECUTIVE the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to EXECUTIVE him a copy of a resolution duly adopted by the affirmative vote of not less than a majority three-fourths of the members of the Board at a meeting of the Board called and held for that purposepurpose (after reasonable notice to the Executive and an opportunity for him, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, EXECUTIVE the Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. EXECUTIVE The Executive shall not have the right to receive compensation or other benefits for any period after Termination for Cause. Any stock options granted to Executive under any stock option plan of the Bank, the Company or any subsidiary or affiliate thereof, shall become null and void effective upon Executive’s receipt of Notice of Termination for Cause pursuant to Section 4 hereof, and shall not be exercisable by Executive at any time subsequent to such Termination for Cause.

PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL. (a) Upon the occurrence of a Change in Control of the Bank or the Company (as herein defined) followed within twelve (12) months of the effective date of the Change in Control by the voluntary or involuntary termination of EXECUTIVE’s employment, other than for Cause, as defined in Section 2(c) hereof, the provisions of Section 3 shall apply. For purposes of this Agreement, “voluntary termination” shall be limited to the circumstances in which EXECUTIVE elects to voluntarily terminate EXECUTIVE’s employment within twelve (12) months of the effective date of a Change in Control following any material demotion, loss of title, office or significant authority, material reduction in EXECUTIVE’s annual compensation or benefits (other than a reduction affecting BANK personnel generally), or the relocation of EXECUTIVE’s principal place of employment by more than 25 miles from its location immediately prior to the Change in Control. (b) A “Change in Control” of the COMPANY Bank or the BANK Company shall be deemed to occur if and when mean (i) a change in ownership of the Bank or the Company under paragraph (a) there occurs below, or (ii) a change in effective control of the BANK Bank or the COMPANY within the meaning of the Change in Bank Control Act and 12 C.F.R. Part 174 or 12 C.F.R. Part 238, Company under paragraph (b) below, or (iii) a change in the ownership of a substantial portion of the assets of the Bank or the Company under paragraph (c) below: (a) Change in the ownership of the Bank or the Company. A change in the ownership of the Bank or the Company shall occur on the date that any one person, or more than one person acting as a group (as such term is used defined in Sections 13(d) and 14(d)(2) Proposed Treasury Regulation Section 1.409A-3(g)(5)(v)(B)), acquires ownership of stock of the Securities Exchange Act Act of 1934corporation that, as amended) is together with stock held by such person or becomes the beneficial ownergroup, directly or indirectly, of securities constitutes more than 50 percent of the COMPANY total fair market value or total voting power of the stock of such corporation. (b) Change in the effective control of the Bank or the BANK representing twentyCompany. A change in the effective control of the Bank or the Company shall occur on the date that either (i) any one person, or more than one person acting as a group (as defined in Proposed Treasury Regulation Section 1.409A-3(g)(5)(v)(B)), acquires (or has acquired during the 12-five month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the corporation possessing 35 percent (25%) or more of the combined total voting power of the COMPANY’s stock of such corporation; or the BANK’s then outstanding securities, (cii) the membership a majority of members of the board corporation’s Board of directors of the COMPANY or the BANK changes as the result of a contested election, such that individuals who were directors at the beginning of Directors is replaced during any twenty12-four (24) month period (whether commencing before by directors whose appointment or after the date of adoption of this Agreement) do election is not constitute endorsed by a majority of the Board at the end of such period, or (d) shareholders members of the COMPANY corporation’s Board of directors prior to the date of the appointment or election, provided that this sub-section (ii) is inapplicable where a majority shareholder of the Bank or the BANK approve a merger, consolidation, sale or disposition of all or substantially all of the COMPANY’s or the BANK’s assets, or a plan of partial or complete liquidationCompany is another corporation. (c) EXECUTIVE Change in the ownership of a substantial portion of the Bank or the Company’s assets. A change in the ownership of a substantial portion of the Bank or the Company’s assets shall occur on the date that any one person, or more than one person acting as a group (as defined in Proposed Treasury Regulation Section 1.409A-3(g)(5)(v)(B)), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the corporation that have a total gross fair market value equal to or more than 40% of the total gross fair market value of (i) all of the assets of the Bank or the Company, or (ii) the value of the assets being disposed of, either of which is determined without regard to any liabilities associated with such assets. (d) For all purposes hereunder, the definition of Change in Control shall be construed to be consistent with the requirements of Proposed Treasury Regulation Section 1.409A-3(g), except to the extent that such proposed regulations are superseded by subsequent guidance. (c) The Executive shall not have the right to receive termination benefits pursuant to Section 3 hereof upon in the event of Termination for CauseCause prior to the Change in Control. The term “Termination for Cause” shall mean termination because of EXECUTIVEthe Executive’s intentional failure to perform stated duties, personal dishonesty, incompetence, willful misconduct, any breach of fiduciary duty involving personal profit, willful violation of any law, rule, regulation (other than traffic violations or similar offenses) or final cease and desist order, or any material breach of any material provision of this Agreement. In determining incompetence, the acts or omissions shall be measured against standards generally prevailing in the financial institutions savings institution industry. For purposes of this paragraph, no act or failure to act on the part of the Executive shall be considered “willful” unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the Executive’s action or omission was in the best interest of the Bank. Notwithstanding the foregoing, EXECUTIVE the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to EXECUTIVE him a copy of a resolution duly adopted by the affirmative vote of not less than a majority three-fourths of the members of the Board at a meeting of the Board called and held for that purposepurpose (after reasonable notice to the Executive and an opportunity for him, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, EXECUTIVE the Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. EXECUTIVE The Executive shall not have the right to receive compensation or other benefits for any period after Termination for Cause. Any stock options granted to Executive under any stock option plan of the Bank, the Company or any subsidiary or affiliate thereof, shall become null and void effective upon Executive’s Termination for Cause, and shall not be exercisable by Executive at any time subsequent to such Termination for Cause.

PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL. (a) Upon the occurrence of a Change in Control of the Bank or the Company (as herein defined) followed within twelve (12) months at any time during the term of the effective date of the Change in Control this Agreement by the voluntary or involuntary termination of EXECUTIVEthe Executive’s employment, other than for Cause, as defined in Section 2(c) hereof, the provisions of Section 3 shall apply. For purposes of this Agreement, “voluntary termination” shall be limited to Upon the circumstances in which EXECUTIVE elects to voluntarily terminate EXECUTIVE’s employment within twelve (12) months of the effective date occurrence of a Change in Control Control, the Executive shall have the right to elect to voluntarily terminate his employment at any time during the term of this Agreement following any material demotion, loss of title, office or significant authority, material reduction in EXECUTIVE’s his annual compensation or benefits (other than a reduction affecting BANK personnel generally)benefits, or the relocation of EXECUTIVE’s his principal place of employment by more than 25 30 miles from its location immediately prior to the Change in Control. (b) A “Change in Control” of the COMPANY Bank or the BANK Company shall be deemed to occur if and when (a) there occurs mean a change in control of a nature that: (i) would be required to be reported in response to Item 1(a) of the BANK 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 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 Bank Control; or (iii) without limitation such a Change in Control Act and 12 C.F.R. Part 174 or 12 C.F.R. Part 238, shall be deemed to have occurred at such time as (ba) any person “person” (as such the term is used in Sections 13(d) and 14(d)(214(d) of the Securities Exchange Act Act of 1934, as amendedAct) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the COMPANY or the BANK Company representing twenty-five percent (25%) % or more of the combined voting power of the COMPANYCompany’s or the BANK’s then 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) the membership a plan of the board of directors of the COMPANY or the BANK changes as the result of a contested electionreorganization, such that individuals who were directors at the beginning of any twenty-four (24) month period (whether commencing before or after the date of adoption of this Agreement) do not constitute a majority of the Board at the end of such period, or (d) shareholders of the COMPANY or the BANK approve a merger, consolidation, sale or disposition of all or substantially all the assets of the COMPANY’s Bank or the BANK’s assetsCompany or similar transaction in which the Bank or Company is not the surviving institution occurs; or (d) a proxy statement soliciting proxies from stockholders of the Company, or by someone other than the current Board of Directors of the Company, seeking stockholder approval of a plan of partial reorganization, merger or complete liquidationconsolidation of the Company or similar transaction with one or more corporations as a result of which the outstanding shares of the class of securities then subject to the plan are exchanged for or converted into cash or property or securities not issued by the Company; or (e) a tender offer is made for 25% or more of the voting securities of the Company and the shareholders owning beneficially or of record 25% or more of the outstanding securities of the Company have tendered or offered to sell their shares pursuant to such tender offer and such tendered shares have been accepted by the tender offeror. (c) EXECUTIVE The Executive shall not have the right to receive termination benefits pursuant to Section 3 hereof upon Termination for Cause. The term “Termination for Cause” shall mean termination because of EXECUTIVEthe Executive’s intentional failure to perform stated duties, personal dishonesty, incompetence, willful misconduct, any breach of fiduciary duty involving personal profit, willful violation of any law, rule, regulation (other than traffic violations or similar offenses) or final cease and desist order, or any material breach of any material provision of this Agreement. In determining incompetence, the acts or omissions shall be measured against standards generally prevailing in the financial institutions savings institution industry. For purposes of this paragraph, no act or failure to act on the part of the Executive shall be considered “willful” unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the Executive’s action or omission was in the best interest of the Company. Notwithstanding the foregoing, EXECUTIVE the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to EXECUTIVE him a copy of a resolution duly adopted by the affirmative vote of not less than a majority three-fourths of the members of the Board at a meeting of the Board called and held for that purposepurpose (after reasonable notice to the Executive and an opportunity for him, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, EXECUTIVE the Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. EXECUTIVE The Executive shall not have the right to receive compensation or other benefits for any period after Termination for Cause. Any stock options granted to Executive under any stock option plan of the Company or any subsidiary or affiliate thereof, shall become null and void effective upon Executive’s receipt of Notice of Termination for Cause pursuant to Section 5 hereof, and shall not be exercisable by Executive at any time subsequent to such Termination for Cause.

PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL. (a) Upon the occurrence of a Change in Control (as herein defined) followed within twelve (12) months of the effective date of the Change in Control by the voluntary or involuntary termination of EXECUTIVE’s employment, other than for Cause, as defined in Section 2(c) hereof, the provisions of Section 3 shall apply. For purposes of this Agreement, “voluntary termination” shall be limited to the circumstances in which EXECUTIVE elects to voluntarily terminate EXECUTIVE’s his employment within twelve (12) months of the effective date of a Change in Control following any material demotion, loss of title, office or significant authority, material reduction in EXECUTIVE’s his annual compensation or benefits (other than a reduction affecting BANK personnel generally), or the relocation of EXECUTIVE’s his principal place of employment by more than 25 miles from its location immediately prior to the Change in Control. (b) A “Change in Control” of the COMPANY or the BANK shall be deemed to occur if and when (a) there occurs a change in control of the BANK or the COMPANY within the meaning of the Change in Bank Control Act and 12 C.F.R. Part 174 or 12 C.F.R. Part 238, (b) any person (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act Act of 1934, as amended) is or becomes the beneficial owner, directly or indirectly, of securities of the COMPANY or the BANK representing twenty-five percent (25%) or more of the combined voting power of the COMPANY’s or the BANK’s then outstanding securities, (c) the membership of the board of directors of the COMPANY or the BANK changes as the result of a contested election, such that individuals who were directors at the beginning of any twenty-four (24) month period (whether commencing before or after the date of adoption of this Agreement) do not constitute a majority of the Board at the end of such period, or (d) shareholders of the COMPANY or the BANK approve a merger, consolidation, sale or disposition of all or substantially all of the COMPANY’s or the BANK’s assets, or a plan of partial or complete liquidation. (c) EXECUTIVE shall not have the right to receive termination benefits pursuant to Section 3 hereof upon Termination for Cause. The term “Termination for Cause” shall mean termination because of EXECUTIVE’s intentional failure to perform stated duties, personal dishonesty, incompetence, willful misconduct, any breach of fiduciary duty involving personal profit, willful violation of any law, rule, regulation (other than traffic violations or similar offenses) or final cease and desist order, or any material breach of any material provision of this Agreement. In determining incompetence, the acts or omissions shall be measured against standards generally prevailing in the financial institutions industry. Notwithstanding the foregoing, EXECUTIVE shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to EXECUTIVE him a copy of a resolution duly adopted by the affirmative vote of not less than a majority the members of the Board at a meeting of the Board called and held for that purpose, finding that in the good faith opinion of the Board, EXECUTIVE was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. EXECUTIVE shall not have the right to receive compensation or other benefits for any period after Termination for Cause.

PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL. (a) Upon The termination benefits of Section 4 shall be payable upon the occurrence of a Change in Control (as herein defined) of the Bank followed at any time within twelve four (124) months of a Change in Control, and during the effective date term of this Agreement, by either (i) the involuntary termination by the Bank, or a successor or assignee of the Change in Control by the voluntary or involuntary termination Bank, of EXECUTIVEExecutive’s full-time employment, other than for Cause, Cause as defined in Section 2(c3(c) hereof, or (ii) unless consented to by the provisions of Section 3 shall apply. For purposes of this AgreementExecutive, acts or events constituting a “voluntary termination” shall be limited to the circumstances in which EXECUTIVE elects to voluntarily terminate EXECUTIVEof Executive’s employment within twelve resulting from one or more of: (12a) months a material change in Executive’s function, duties, or responsibilities, which change would cause Executive’s position to become one of the effective date of a Change in Control following any material demotionlesser responsibility and importance, loss of title, office or significant authority, material (b) reduction in EXECUTIVE’s his annual compensation or benefits (other than a reduction affecting BANK personnel generally)compensation, or the (c) unless consented to by Executive, a relocation of EXECUTIVE’s his principal place of employment by more than 25 50 miles from its location immediately prior to the Change in Control. A termination described in (i) or (ii) above shall be referred to as a “Change in Control Termination Event.” (b) A For purposes of this Agreement, a “Change in Control” of the COMPANY Bank shall mean (i) merger or consolidation where the BANK shall be deemed to occur if and when (a) there occurs a change in control of Bank is not the BANK consolidated or the COMPANY within the meaning of the Change in Bank Control Act and 12 C.F.R. Part 174 or 12 C.F.R. Part 238surviving bank, (bii) any person (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act Act of 1934, as amended) is or becomes the beneficial owner, directly or indirectly, of securities of the COMPANY or the BANK representing twenty-five percent (25%) or more of the combined voting power of the COMPANY’s or the BANK’s then outstanding securities, (c) the membership of the board of directors of the COMPANY or the BANK changes as the result of a contested election, such that individuals who were directors at the beginning of any twenty-four (24) month period (whether commencing before or after the date of adoption of this Agreement) do not constitute a majority of the Board at the end of such period, or (d) shareholders of the COMPANY or the BANK approve a merger, consolidation, sale or disposition transfer of all or substantially all of the COMPANYassets of the Bank, (iii) voluntary or involuntary dissolution of the Bank or (iv) change in control as defined under the Change in Bank Control Act of 1978. The surviving or resulting association, the transferee of Bank’s assets or the BANKcontrol person shall be bound by and have the benefit of the provisions of this Agreement, and the Bank shall take all actions necessary to insure that such association, transferee or control person is bound by the provisions of this Agreement. A Change in Control shall not occur where an internal reorganization such as a holding company formation occurs where the Bank’s assets, or a plan shareholders become shareholders of partial or complete liquidationthe new entity. (c) EXECUTIVE Executive shall not have the right to receive termination benefits pursuant to Section 3 4 hereof upon Termination for Cause. The term “Termination for Cause” shall mean termination because of EXECUTIVEthe Executive’s intentional failure to perform stated duties, personal dishonesty, incompetence, willful misconduct, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease and cease-and-desist order, or any material breach of any material provision of this Agreement. In determining incompetence, the acts or omissions shall be measured against standards generally prevailing in the financial institutions banking industry. Notwithstanding the foregoing, EXECUTIVE Executive shall not be deemed to have been terminated Terminated for Cause unless and until there shall have been delivered to EXECUTIVE him a copy of a resolution duly adopted by the affirmative vote of not less than a majority the members of the Board of Directors of the Bank at a meeting of the Board called and held for that purposepurpose (after reasonable notice to the Executive and an opportunity for him, together with counsel, to be heard before the Board at such meeting and which such meeting shall be held not more than 30 days from the date of notice during which period Executive may be suspended with pay), finding that in the good faith opinion of the Board, EXECUTIVE the Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. EXECUTIVE shall not have the right to receive compensation or other benefits for any period after Termination for Cause.

PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL. (a) Upon the occurrence of a Change in Control (as herein defined) followed within twelve (12) months of the effective date Bank or the Company followed at any time during the term of the Change in Control this Agreement by the voluntary or involuntary termination of EXECUTIVE’s Executive's employment, other than for Cause, Cause as defined in Section 2(c) hereof, the provisions of Section 3 shall apply. For purposes of this Agreement, “voluntary termination” shall be limited to Upon the circumstances in which EXECUTIVE elects to voluntarily terminate EXECUTIVE’s employment within twelve (12) months of the effective date occurrence of a Change in Control Control, Executive shall have the right to elect to voluntarily terminate his employment at any time during the term of this Agreement following any material demotion, loss of title, office or significant authority, material reduction in EXECUTIVE’s his or her annual compensation or benefits (other than a reduction affecting BANK personnel generally)salary, or the relocation of EXECUTIVE’s his or her principal place of employment by more than 25 30 miles from its location immediately prior to the Change in Control, unless any of the foregoing have been consented to by Executive. (b) A “For purposes of this Agreement, a "Change in Control” " of the COMPANY Bank or the BANK Company shall be deemed to occur if and when (ai) there occurs a change in control an offeror other than the Company purchases shares of the BANK or the COMPANY within the meaning common stock of the Change in Company or capital stock of the Bank Control Act and 12 C.F.R. Part 174 pursuant to a tender or 12 C.F.R. Part 238exchange offer for such shares, (bii) any person (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act Act of 1934, as amended) is or becomes the beneficial owner, directly or indirectly, of securities of the COMPANY Company or the BANK Bank representing twenty-five percent (25%) % or more of the combined voting power of the COMPANY’s Company's or the BANK’s Bank's then outstanding securities, (ciii) the membership of the board of directors of the COMPANY Company or the BANK Bank changes as the result of a contested election, such that individuals who were directors at the beginning of any twenty-four (24) month period (whether commencing before or after the date of adoption of this AgreementPlan) do not constitute a majority of the Board such board at the end of such period, or (div) shareholders of the COMPANY Company or the BANK Bank approve a merger, consolidation, sale or disposition of all or substantially all of the COMPANY’s Company's or the BANK’s Bank's assets, or a plan of partial or complete liquidation. (c) EXECUTIVE Executive shall not have the right to receive termination benefits pursuant to Section 3 hereof upon Termination for Cause. The term “"Termination for Cause” " shall mean termination because of EXECUTIVE’s intentional failure to perform stated duties, the Executive's personal dishonesty, incompetence, willful misconduct, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease and cease-and-desist order, or any material breach of any material provision of this Agreement. In determining incompetenceFor purposes of this Section, no act, or the acts or omissions failure to act, on Executive's part shall be measured against standards generally prevailing "willful" unless done, or omitted to be done, not in good faith and without reasonable belief that the action or omission was in the financial institutions industrybest interest of the Bank or its affiliates. Notwithstanding the foregoing, EXECUTIVE Executive shall not be deemed to have been terminated Terminated for Cause unless and until there shall have been delivered to EXECUTIVE him a copy of a resolution duly adopted by the affirmative vote of not less than a majority three-fourths of the members of the Board at a meeting of the Board called and held for that purposepurpose (after reasonable notice to the Executive and an opportunity for him, together with counsel, to be heard before the Board at such meeting and which such meeting shall be held not more than 30 days from the date of notice during which period Executive may be suspended with pay), finding that in the good faith opinion of the Board, EXECUTIVE was guilty of the Executive engaged in the conduct justifying Termination for Cause and specifying the particulars thereof in detailreasons thereof. EXECUTIVE The Executive shall not have the right to receive compensation or other benefits for any period after Termination for Cause.

PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL. (a) Upon The termination benefits of Section 4 shall be payable upon the occurrence of a Change in Control (as herein defined) of the Bank followed at any time within twelve four (124) months of a Change in Control, and during the effective date term of this Agreement, by either (i) the involuntary termination by the Bank, or a successor or assignee of the Change in Control by the voluntary or involuntary termination Bank, of EXECUTIVEExecutive’s full-time employment, other than for Cause, Cause as defined in Section 2(c3(c) hereof, or (ii) unless consented to by the provisions of Section 3 shall apply. For purposes of this AgreementExecutive, acts or events constituting a “voluntary termination” shall be limited to the circumstances in which EXECUTIVE elects to voluntarily terminate EXECUTIVEof Executive’s employment within twelve resulting from one or more of: (12a) months a material change in Executive’s function, duties, or responsibilities, which change would cause Executive’s position to become one of the effective date of a Change in Control following any material demotionlesser responsibility and importance, loss of title, office or significant authority, material (b) reduction in EXECUTIVE’s his annual compensation or benefits (other than a reduction affecting BANK personnel generally)compensation, or the (c) unless consented to by Executive, a relocation of EXECUTIVE’s his principal place of employment by more than 25 50 miles from its location immediately prior to the Change in Control. A termination described in (i) or (ii) above shall be referred to as a “Change in Control Termination Event.” (b) A For purposes of this Agreement, a “Change in Control” of the COMPANY Bank shall mean (i) merger or consolidation where the BANK shall be deemed to occur if and when (a) there occurs a change in control of Bank is not the BANK consolidated or the COMPANY within the meaning of the Change in Bank Control Act and 12 C.F.R. Part 174 or 12 C.F.R. Part 238surviving bank, (bii) any person (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act Act of 1934, as amended) is or becomes the beneficial owner, directly or indirectly, of securities of the COMPANY or the BANK representing twenty-five percent (25%) or more of the combined voting power of the COMPANY’s or the BANK’s then outstanding securities, (c) the membership of the board of directors of the COMPANY or the BANK changes as the result of a contested election, such that individuals who were directors at the beginning of any twenty-four (24) month period (whether commencing before or after the date of adoption of this Agreement) do not constitute a majority of the Board at the end of such period, or (d) shareholders of the COMPANY or the BANK approve a merger, consolidation, sale or disposition transfer of all or substantially all of the COMPANYassets of the Bank, (iii) voluntary or involuntary dissolution of the Bank or (iv) change in control as defined under the Change in Bank Control Act of 1978. The surviving or resulting association, the transferee of Bank’s assets or the BANKcontrol person shall be bound by and have the benefit of the provisions of this Agreement, and the Bank shall take all actions necessary to insure that such association, transferee or control person is bound by the provisions of this Agreement. A Change in Control shall not occur where an internal reorganization such as a holding company formation occurs where the Bank’s assets, shareholders become shareholders of the new entity or a plan of partial or complete liquidationtermination described in Section 8 hereof “Required Regulatory Provisions”. (c) EXECUTIVE Executive shall not have the right to receive termination benefits or other compensation or benefits pursuant to Section 3 4 hereof upon Termination for Cause. The term “Termination for Cause” shall mean termination because of EXECUTIVEthe Executive’s intentional failure to perform stated duties, personal dishonesty, incompetence, willful misconduct, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease and cease-and-desist order, or any material breach of any material provision of this Agreement. In determining incompetence, the acts or omissions shall be measured against standards generally prevailing in the financial institutions banking industry. Notwithstanding the foregoingFollowing his Termination for Cause, EXECUTIVE shall not be deemed to have been terminated for Cause unless and until there Executive shall have been delivered a right to EXECUTIVE a copy hearing for reinstatement and the provision of a resolution duly adopted by the affirmative vote of not less than a majority the members of the Board back pay and benefits at a meeting of the Board of Directors called and held for that purposepurpose (after reasonable notice to the Executive and an opportunity for him, finding that together with counsel, to be heard before the Board at such meeting and which such meeting shall be held not more than 30 days from the date of notice of termination). If in the good faith opinion of the Board, EXECUTIVE the Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. EXECUTIVE Cause, neither reinstatement or payment of back pay or benefits shall not have the right to receive compensation or other benefits for any period after Termination for Causebe provided.

PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL. (a) Upon the occurrence of a Change in Control (as herein defined) followed within twelve (12) months of the effective date of the a Change in Control by the voluntary or involuntary termination of EXECUTIVEthe Executive’s employment, other than for Cause, as defined in Section 2(c) hereof, the provisions of Section 3 shall apply. For purposes of this Agreement, “voluntary involuntary termination” shall be limited to the include circumstances in which EXECUTIVE the Executive elects to voluntarily terminate EXECUTIVEthe Executive’s employment within twelve (12) months of the effective date of a Change in Control following any material demotion, loss of title, office or significant authority, material reduction in EXECUTIVEthe Executive’s annual compensation or benefits (other than a reduction affecting BANK the Bank’s personnel generally), or the relocation of EXECUTIVEthe Executive’s principal place of employment by more than 25 thirty-five (35) miles from its location immediately prior to the Change in Control. No other voluntary termination by the Executive shall be considered an involuntary termination for purposes of this Section 2(a). (b) A “"Change in Control” " of the COMPANY Company or the BANK Bank shall be deemed to occur if and when (a) there occurs a change in control an offer other than the Company purchases shares of the BANK common stock of the Company or the COMPANY within the meaning of the Change in Bank Control Act and 12 C.F.R. Part 174 pursuant to a tender or 12 C.F.R. Part 238exchange offer for such shares, (b) any person (as such term is used in Sections 13(d) and 14(d)(214 (d)(2) of the Securities Exchange Act Act of 1934, as amended) is or becomes the beneficial owner, directly or indirectly, of securities of the COMPANY Company or the BANK Bank representing twenty-five percent (25%) % or more of the combined voting power of the COMPANY’s or the BANK’s Company's then outstanding securities, (c) the membership of the board of directors of the COMPANY Company or the BANK Bank changes as the a result of a contested election, such that individuals who were directors at the beginning of any twenty-four (24) month period (whether commencing before or after the date of adoption of this AgreementPlan) do not constitute a majority of the Board at the end of such period, or (d) shareholders of the COMPANY Company or the BANK Bank approve a merger, consolidation, sale or disposition of all or substantially all of the COMPANY’s Company's or the BANK’s Bank's assets, or a plan of or partial or complete liquidation. (c) EXECUTIVE Executive shall not have the right to receive termination benefits pursuant to Section 3 hereof upon Termination for Cause. The term “Termination for Cause” shall mean termination because of EXECUTIVEthe Executive’s intentional failure to perform stated duties, personal dishonesty, incompetence, willful misconduct, any breach of fiduciary duty involving personal profit, willful violation of any law, rule, regulation (other than traffic violations or similar offenses) or ), final cease and desist order, or any material breach of any material provision of this Agreement. In determining incompetence, the acts or omissions shall be measured against standards generally prevailing in the financial institutions savings institution industry. Notwithstanding the foregoing, EXECUTIVE Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to EXECUTIVE the Executive a copy of a resolution duly adopted by the affirmative vote of not less than a majority three-fourths of the members of the Board at a meeting of the Board called and held for that purposepurpose (after reasonable notice to Executive and an opportunity for the Executive, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, EXECUTIVE the Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. EXECUTIVE The Executive shall not have the right to receive compensation or other benefits for any period after Termination for Cause.

PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL. (a) Upon the occurrence of a Change in Control of the Holding Company (as herein defined) followed within twelve (12) months at any time during the term of the effective date of the Change in Control this Agreement by the voluntary or involuntary termination of EXECUTIVEExecutive’s employment, other than for Cause, as defined in Section 2(c) hereof, the provisions of Section 3 shall apply. For purposes of this Agreement, “voluntary termination” shall be limited to Upon the circumstances in which EXECUTIVE elects to voluntarily terminate EXECUTIVE’s employment within twelve (12) months of the effective date occurrence of a Change in Control Control, Executive shall have the right to elect to voluntarily terminate his employment at any time during the term of this Agreement following any material demotion, loss of title, office or significant authority, material reduction in EXECUTIVE’s his annual compensation or benefits (other than a reduction affecting BANK personnel generally)compensation, or the relocation of EXECUTIVE’s his principal place of employment by more than 25 50 miles from its location immediately prior to the Change in Control. (b) Definition of a Change in Control. A “Change in Control” of the COMPANY Bank or the BANK Holding Company shall be deemed to occur if and when (a) there occurs mean a change in control of a nature that: (i) would be required to be reported in response to Item 1.01 of the BANK 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 Holding Company within the meaning of the Home Owners Loan Act of 1933 and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency), as in effect on the date hereof including Section 574 of such regulations; or (iii) without limitation, such a Change in Bank Control Act and 12 C.F.R. Part 174 or 12 C.F.R. Part 238, shall be deemed to have occurred at such time as (ba) any person “person” (as such the term is used in Sections 13(d) and 14(d)(214(d) of the Securities Exchange Act Act of 1934, as amendedAct) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities or makes an offer to purchase securities of the COMPANY Bank or the BANK Holding Company representing twenty-five percent (25%) 20% or more of the combined voting power of the COMPANYBank’s or the BANKHolding Company’s then outstanding securities, except for any securities of the Bank owned by the Holding Company and any securities purchased by the Bank’s employee stock ownership plan and trust; or (b) individuals who constitute the Board of Directors of the Holding Company on the date hereof (the “Incumbent Board”) cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Holding Company’s shareholders was approved by the Holding Company’s Nominating Committee, shall be, for purposes of this clause (b), considered as though he were a member of the Incumbent Board; or (c) the membership of the board of directors of the COMPANY or the BANK changes as the result of a contested election, such that individuals who were directors at the beginning of any twenty-four (24) month period (whether commencing before or after the date of adoption of this Agreement) do not constitute a majority of the Board at the end of such period, or (d) shareholders of the COMPANY or the BANK approve a merger, consolidation, consolidation or sale or disposition of all or substantially all the assets of the COMPANY’s Bank or Holding Company occurs; or (d) a proxy statement shall be distributed soliciting proxies from stockholders of the BANK’s assetsHolding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of the reorganization, merger or consolidation of the Holding Company or Bank with one or more corporations as a plan result of partial which the outstanding shares of the class of securities then subject to the Plan are exchanged for or complete liquidationconverted into cash or property or securities not issued by the Bank or Holding Company; or (e) a tender offer is made for 20% or more of the outstanding securities of the Bank or Holding Company. However, notwithstanding anything contained in this section to the contrary, a Change in Control shall not be deemed to have occurred as a result of an event described in (i), (ii) or (iii) (a), (c) or (e) above which resulted from an acquisition or proposed acquisition of stock of the Holding Company by a person, as defined in the OTS’ Acquisition of Control Regulations (12 C.F.R. Section 574) (the “Control Regulations”), who was an executive officer of the Holding Company on January 19, 1990 and who has continued to serve as an executive officer of the Holding Company as of the date of the event described in (i), (ii) or (iii) (a), (c) or (e) above (an “incumbent officer”). In the event a group of individuals acting in concert satisfies the definition of “person” under the Control Regulations, the requirements of the preceding sentence shall be satisfied, and thus a change in control shall not be deemed to have occurred, if at least one individual in the group is an incumbent officer. (c) EXECUTIVE Executive shall not have the right to receive termination benefits pursuant to Section 3 hereof upon Termination for Cause. The term “Termination for Cause” shall mean termination because of EXECUTIVE’s upon intentional failure to perform stated duties, personal dishonesty, incompetence, willful misconduct, any breach dishonesty which results in loss to the Holding Company or one of fiduciary duty involving personal profit, its affiliates or willful violation of any law, rule, regulation (other than traffic violations or similar offenses) or final cease and desist order, order which results in substantial loss to the Holding Company or one of its affiliates or any material breach of any material provision of this Agreement. In determining incompetenceFor purposes of this Section, no act, or the acts or omissions failure to act, on Executive’s part shall be measured against standards generally prevailing “willful” unless done, or omitted to be done, not in good faith and without reasonable belief that the action or omission was in the financial institutions industrybest interest of the Holding Company or its affiliates. Notwithstanding the foregoing, EXECUTIVE Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to EXECUTIVE him a copy of a resolution duly adopted by the affirmative vote of not less than a majority three-fourths of the members of the Board at a meeting of the Board called and held for that purposepurpose (after reasonable notice to Executive and an opportunity for him, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, EXECUTIVE Executive was guilty of conduct justifying Termination termination for Cause and specifying the particulars thereof in detail. EXECUTIVE The Executive shall not have the right to receive compensation or other benefits for any period after termination for Cause. Any stock options granted to Executive under any stock option plan of the Bank, the Holding Company or any subsidiary or affiliate thereof, shall become null and void effective upon Executive’s receipt of Notice of Termination for Cause, and shall not be exercisable by Executive at any time subsequent to such Termination for Cause.

PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL. (a) Upon the occurrence of a Change in Control of the Bank or the Company (as herein defined) followed within twelve (12) months at any time during the term of the effective date of the Change in Control this Agreement by the voluntary or involuntary termination of EXECUTIVEExecutive’s employment, other than for Cause, as defined in Section 2(c) hereof, the provisions of Section 3 shall apply. For purposes of this Agreement, “voluntary termination” shall be limited to Upon the circumstances in which EXECUTIVE elects to voluntarily terminate EXECUTIVE’s employment within twelve (12) months of the effective date occurrence of a Change in Control Control, Executive shall have the right to elect to voluntarily terminate his employment at any time during the term of this Agreement following any material demotion, loss of title, office or significant authority, material reduction in EXECUTIVE’s his annual compensation or benefits (other than a reduction affecting BANK personnel generally)compensation, or the relocation of EXECUTIVE’s his principal place of employment by more than 25 50 miles from its location immediately prior to the Change in Control. (b) Definition of a Change in Control. A “Change in Control” of the COMPANY Bank or the BANK Company shall be deemed to occur if and when (a) there occurs mean a change in control in control of a nature that: (i) would be required to be reported in response to Item 1 of the BANK 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 Holding Company within the meaning of the Home Owners Loan Act of 1933 and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency), as in effect on the date hereof including Section 574 of such regulations; or (iii) without limitation, such a Change in Bank Control Act and 12 C.F.R. Part 174 or 12 C.F.R. Part 238, shall be deemed to have occurred at such time as (ba) any person “person” (as such the term is used in Sections 13(d) and 14(d)(214(d) of the Securities Exchange Act Act of 1934, as amendedAct) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities or makes an offer to purchase and completes the purchase of securities of the COMPANY Bank or the BANK Company representing twenty-five percent (25%) 20% or more of the combined voting power of the COMPANYBank’s or the BANKCompany’s then outstanding securitiessecurities ordinarily having the right to vote at the election of directors 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 of Directors of the Company or the Bank 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 shareholders was approved by the Nominating Committee, shall be, for purposes of this clause (b), considered as though he were a member of the Incumbent Board; or (c) the membership of the board of directors of the COMPANY or the BANK changes as the result of a contested election, such that individuals who were directors at the beginning of any twenty-four (24) month period (whether commencing before or after the date of adoption of this Agreement) do not constitute a majority of the Board at the end of such period, or (d) shareholders of the COMPANY or the BANK approve a merger, consolidation, consolidation or sale or disposition of all or substantially all the assets of the COMPANY’s Bank or Company occurs; or (d) a proxy statement shall be distributed soliciting proxies from stockholders of the BANK’s assetsCompany, or by someone other than the current management of the Company, seeking stockholder approval of a plan of partial reorganization, merger or complete liquidationconsolidation of the Company or Bank with one or more corporations as a result of which the outstanding shares of the class of securities then subject to the Plan are exchanged for or converted into cash or property or securities not issued by the Bank or the Company, and such proxy statement proposal is approved by the shareholders of the Company; or (e) a tender offer is made and completed for 20% or more of the outstanding securities of the Bank or Company. However, notwithstanding anything contained in this section to the contrary, a Change in Control shall not be deemed to have occurred as a result of an event described in (i), (ii) or (iii) (a), (c) or (e) above which resulted from an acquisition or proposed acquisition of stock of the Holding Company by a person, as defined in the OTS’ Acquisition of Control Regulations (12 C.F.R. Section 574) (the “Control Regulations”), who was an executive officer of the Holding Company on January 19, 1990 and who has continued to serve as an executive officer of the Holding Company as of the date of the event described in (i), (ii) or (iii) (a), (c) or (e) above (an “incumbent officer”). In the event a group of individuals acting in concert satisfies the definition of “person” under the Control Regulations, the requirements of the preceding sentence shall be satisfied, and thus a change in control shall not be deemed to have occurred, if at least one individual in the group is an incumbent officer. (c) EXECUTIVE Executive shall not have the right to receive termination benefits pursuant to Section 3 hereof upon Termination for Cause. The term “Termination for Cause” shall mean termination because of EXECUTIVEthe Executive’s intentional failure to perform stated duties, personal dishonesty, incompetence, willful misconduct, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, rule or regulation (other than traffic violations or similar offenses) or final cease and cease-and-desist order, or any material breach of any material provision of this Agreement. In determining incompetence, the acts or omissions shall be measured against standards generally prevailing in the financial savings institutions industry. Notwithstanding the foregoing, EXECUTIVE Executive shall not be deemed to have been terminated Terminated for Cause unless and until there shall have been delivered to EXECUTIVE him a copy of a resolution duly adopted by the affirmative vote of not less than a majority the members of the Board of Directors of the Bank at a meeting of the Board called and held for that purposepurpose (after reasonable notice to Executive and an opportunity for him, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, EXECUTIVE Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. EXECUTIVE The Executive shall not have the right to receive compensation or other benefits for any period after Termination for Cause. Any stock options or limited rights granted to Executive under any stock option plan of the Bank, the Company or any subsidiary or affiliate thereof, shall become null and void effective upon Executive’s receipt of Notice of Termination for Cause and shall not be exercisable by Executive at any time subsequent to such Termination for Cause.

PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL. (a) Upon the occurrence of a “Change in Control Control” (as herein defined) followed within twelve (12) months of the effective date Bank or Brookline Bancorp, Inc. (the “Company”) followed at any time during the term of this Agreement by (i) the Change in Control by the voluntary or involuntary termination of EXECUTIVEExecutive’s employment, other than for “Cause, ,” as defined in Section 2(c) hereof, or (ii) the provisions voluntary termination of Section 3 shall apply. For purposes Executive’s employment during the term of this Agreement, “voluntary termination” shall be limited to the circumstances in which EXECUTIVE elects to voluntarily terminate EXECUTIVE’s employment within twelve (12) months of the effective date of a Change in Control Agreement following any material demotion, loss of title, office or significant authority, material reduction in EXECUTIVE’s annual compensation or benefits (other than a reduction affecting BANK personnel generally)benefits, or the relocation of EXECUTIVEExecutive’s principal place of employment by more than 25 30 miles from its location immediately prior to the Change in Control, then the provisions of Section 3 shall apply. Upon the occurrence of any events mentioned in clause (ii) of this Section 2(a), Executive shall have the right to elect to terminate his employment under this Agreement by resignation within thirty (30) days prior written notice given with a reasonable time not to exceed ninety (90) days after the initial event giving rise to the right to elect to voluntary terminate employment. The Bank shall have at least thirty (30) days to remedy any condition set forth in clause (ii) of this Section 2(a), provided, however, that the Bank shall be entitled to waive such period and make an immediate payment hereunder. (b) A “Change in Control” of the COMPANY Bank or the BANK Company shall be deemed to occur if and when (a) there occurs mean a change in control of a nature that: (i) would be required to be reported in response to Item 5.01 of the BANK 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 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 Bank Control; or (iii) without limitation such a Change in Control Act and 12 C.F.R. Part 174 or 12 C.F.R. Part 238, shall be deemed to have occurred at such time as (ba) any person “person” (as such the term is used in Sections 13(d) and 14(d)(214(d) of the Securities Exchange Act Act of 1934, as amendedAct) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the COMPANY or the BANK Company representing twenty-five percent (25%) % or more of the combined voting power of Company’s outstanding securities except for any securities purchased by the COMPANYBank’s employee stock ownership plan or trust; or (b) individuals who constitute the BANKBoard 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 then outstanding securitiesstockholders 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) the membership a plan of the board of directors of the COMPANY or the BANK changes as the result of a contested electionreorganization, such that individuals who were directors at the beginning of any twenty-four (24) month period (whether commencing before or after the date of adoption of this Agreement) do not constitute a majority of the Board at the end of such period, or (d) shareholders of the COMPANY or the BANK approve a merger, consolidation, sale or disposition of all or substantially all the assets of the COMPANY’s Bank or the BANK’s assetsCompany or similar transaction in which the Bank or Company is not the surviving institution occurs; or (d) a proxy statement soliciting proxies from stockholders of the Company, or by someone other than the current management of the Company, seeking stockholder approval of a plan of partial reorganization, merger or complete liquidationconsolidation of the Company or similar transaction with one or more corporations as a result of which the outstanding shares of the class of securities then subject to the plan are to be exchanged for or converted into cash or property or securities not issued by the Company; or (e) a tender offer is made for 25% or more of the voting securities of the Company and the shareholders owning beneficially or of record 25% or more of the outstanding securities of the Company have tendered or offered to sell their shares pursuant to such tender offer and such tendered shares have been accepted by the tender offeror. (c) EXECUTIVE Executive shall not have the right to receive termination benefits pursuant to Section 3 hereof upon Termination for Cause. The term termination for “Termination for Cause” shall mean termination because of EXECUTIVEExecutive’s intentional failure to perform stated duties, personal dishonesty, incompetence, willful misconduct, any breach of fiduciary duty involving personal profit, willful violation of any law, rule, regulation (other than traffic violations or similar offenses) or final cease and desist order, or any material breach of any material provision of this Agreement. A voluntary resignation pursuant to Section 2(a)(ii) shall not constitute, nor be grounds for termination for Cause. In determining incompetence, the acts or omissions shall be measured against standards generally prevailing in the financial institutions savings institution industry. Notwithstanding the foregoing, EXECUTIVE shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to EXECUTIVE a copy of a resolution duly adopted by the affirmative vote of not less than a majority the members of the Board at a meeting of the Board called and held for that purpose, finding that in the good faith opinion of the Board, EXECUTIVE was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. EXECUTIVE shall not have the right to receive compensation or other benefits for any period after Termination for Cause.

PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL. (a) Upon the occurrence of a Change in Control (as herein defined) of the Savings Bank followed within twelve (12) months of the effective date of the a Change in Control by the voluntary or involuntary termination of EXECUTIVE’s Executive's employment, other than Termination for Cause, as defined in Section 2(c) hereof, the provisions of Section 3 shall apply. For purposes of this Agreement, “"voluntary termination” " shall be limited to the circumstances in which EXECUTIVE which, during the term of this Agreement, Executive elects to voluntarily terminate EXECUTIVE’s his employment within twelve (12) months of the effective date of a Change in Control following any material demotion, loss of title, office or significant authority, material reduction in EXECUTIVE’s his annual compensation or benefits (other than a reduction affecting BANK the Savings Bank's personnel generally), or the relocation of EXECUTIVE’s his principal place of employment by more than 25 35 miles from its location immediately prior to the Change in Control. (b) A “"Change in Control” " of the COMPANY Company or the BANK Savings Bank shall be deemed to occur if and when (a) there occurs a change in control an offeror other than the Company purchases shares of the BANK common stock of the Company or the COMPANY within the meaning of the Change in Savings Bank Control Act and 12 C.F.R. Part 174 pursuant to a tender or 12 C.F.R. Part 238exchange offer for such shares, (b) any person (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act Act of 1934, as amended) is or becomes the beneficial owner, directly or indirectly, of securities of the COMPANY Company or the BANK Savings Bank representing twenty-five percent (25%) % or more of the combined voting power of the COMPANY’s or the BANK’s Company's then outstanding securities, (c) the membership of the board of directors of the COMPANY Company or the BANK Savings Bank changes as the result of a contested election, such that individuals who were directors at the beginning of any twenty-four (24) month period (whether commencing before or after the date of adoption of this Agreement) do not constitute a majority of the Board at the end of such period, or (d) shareholders of the COMPANY Company or the BANK Savings Bank approve a merger, consolidation, sale or disposition of all or substantially all of the COMPANY’s Company's or the BANK’s Savings Bank's assets, or a plan of partial or complete liquidation. (c) EXECUTIVE Executive shall not have the right to receive termination benefits pursuant to Section 3 hereof upon Termination for Cause. The term “"Termination for Cause” " shall mean termination because of EXECUTIVE’s Executive's intentional failure to perform stated duties, personal dishonesty, incompetence, willful misconduct, any breach of fiduciary duty involving personal profit, willful violation of any law, rule, regulation (other than traffic violations or similar offenses) or final cease and desist order, or any material breach of any material provision of this Agreement. In determining incompetence, the acts or omissions shall be measured against standards generally prevailing in the financial institutions savings institution industry. Notwithstanding the foregoing, EXECUTIVE Executive shall not be deemed to have been terminated Terminated for Cause unless and until there shall have been delivered to EXECUTIVE him a copy of a resolution duly adopted by the affirmative vote of not less than a majority three-fourths of the members of the Board at a meeting of the Board called and held for that purposepurpose (after reasonable notice to Executive and an opportunity for him, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, EXECUTIVE Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. EXECUTIVE Executive shall not have the right to receive compensation or other benefits for any period after Termination for Cause.

PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL. (a) Upon the occurrence of a Change in Control (as herein defined) followed within twelve (12) months of the effective date of the Change in Control by the voluntary or involuntary termination of EXECUTIVE’s 's employment, other than for Cause, as defined in Section 2(c) hereof, the provisions of Section 3 shall apply. For purposes of this Agreement, “"voluntary termination” " shall be limited to the circumstances in which EXECUTIVE elects to voluntarily terminate EXECUTIVE’s his employment within twelve (12) months of the effective date of a Change in Control following any material demotion, loss of title, office or significant authority, material reduction in EXECUTIVE’s his annual compensation or benefits (other than a reduction affecting BANK the Bank's personnel generally), or the relocation of EXECUTIVE’s his principal place of employment by more than 25 35 miles from its location immediately prior to the Change in Control. (b) A “"Change in Control” " of the COMPANY or the BANK shall be deemed to occur if and when (a) there occurs a change in control an offeror other than the COMPANY purchases shares of the BANK common stock of the COMPANY or the COMPANY within the meaning BANK pursuant to a tender or exchange offer for 25% or more of the Change in Bank Control Act and 12 C.F.R. Part 174 or 12 C.F.R. Part 238such shares, (b) any person (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act Act of 1934, as amended) is or becomes the beneficial owner, directly or indirectly, of securities of the COMPANY or the BANK representing twenty-five percent (25%) or more of the combined voting power of the COMPANY’s 's or the BANK’s 's then outstanding securities, (c) the membership of the board of directors of the COMPANY or the BANK changes as the result of a contested election, such that individuals who were directors at the beginning of any twenty-four (24) month period (whether commencing before or after the date of adoption of this Agreement) do not constitute a majority of the Board at the end of such period, or (d) shareholders of the COMPANY or the BANK approve a merger, consolidation, sale or disposition of all or substantially all of the COMPANY’s 's or the BANK’s 's assets, or a plan of partial or complete liquidation. (c) EXECUTIVE shall not have the right to receive termination benefits pursuant to Section 3 hereof upon Termination for Cause. The term “"Termination for Cause” " shall mean termination because of EXECUTIVE’s 's intentional failure to perform stated duties, personal dishonesty, incompetence, willful misconduct, any breach of fiduciary duty involving personal profit, willful violation of any law, rule, regulation (other than traffic violations or similar offenses) or final cease and desist order, or any material breach of any material provision of this Agreement. In determining incompetence, the acts or omissions shall be measured against standards generally prevailing in the financial institutions savings institution industry. Notwithstanding the foregoing, EXECUTIVE shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to EXECUTIVE him a copy of a resolution duly adopted by the affirmative vote of not less than a majority three-fourths of the members of the Board at a meeting of the Board called and held for that purposepurpose (after reasonable notice to EXECUTIVE and an opportunity for him, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, EXECUTIVE was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. EXECUTIVE shall not have the right to receive compensation or other benefits for any period after Termination for Cause.

PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL. (a) Upon the occurrence of a Change in Control (as herein defined) followed within twelve (12) months of the effective date of the Change in Control by the voluntary or involuntary termination of EXECUTIVE’s 's employment, other than for Cause, as defined in Section 2(c) hereof, the provisions of Section 3 shall apply. For purposes of this Agreement, “"voluntary termination” " shall be limited to the circumstances in which EXECUTIVE elects to voluntarily terminate EXECUTIVE’s his employment within twelve (12) months of the effective date of a Change in Control following any material demotion, loss of title, office or significant authority, material reduction in EXECUTIVE’s his annual compensation or benefits (other than a reduction affecting BANK the Bank's personnel generally), or the relocation of EXECUTIVE’s his principal place of employment by more than 25 35 miles from its location immediately prior to the Change in Control. (b) A “"Change in Control” " of the COMPANY or the BANK shall be deemed to occur if and when (a) there occurs a change in control an offeror other than the Corporation purchases shares of the BANK stock of the Corporation or the COMPANY within the meaning of the Change in Bank Control Act and 12 C.F.R. Part 174 pursuant to a tender or 12 C.F.R. Part 238exchange offer for such shares, (b) any person (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act Act of 1934, as amendedAct) is or becomes the beneficial owner, directly or indirectly, of securities of the COMPANY Corporation or the BANK Bank representing twenty-five percent (25%) or more of the combined voting power of the COMPANY’s Corporation's or the BANK’s Bank's then outstanding securities, (c) the membership of the board of directors of the COMPANY Corporation or the BANK Bank changes as the result of a contested election, such that individuals who were directors at the beginning of any twenty-four (24) month period (whether commencing before or after the date of adoption of this Agreement) do not constitute a majority of the Board at the end of such period, or (d) shareholders of the COMPANY Corporation or the BANK Bank approve a merger, consolidation, sale or disposition of all or substantially all of the COMPANY’s Corporation's or the BANK’s Bank's assets, or a plan of partial or complete liquidation. (c) EXECUTIVE shall not have the right to receive termination benefits pursuant to Section 3 hereof upon Termination for Cause. The term “"Termination for Cause” " shall mean termination because of EXECUTIVE’s 's intentional failure to perform stated duties, personal dishonesty, incompetence, willful misconduct, any breach of fiduciary duty involving personal profit, willful violation of any law, rule, regulation (other than traffic violations or similar offenses) or final cease and desist order, or any material breach of any material provision of this Agreement. In determining incompetence, the acts or omissions shall be measured against standards generally prevailing in the financial institutions savings institution industry. Notwithstanding the foregoing, EXECUTIVE shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to EXECUTIVE him a copy of a resolution duly adopted by the affirmative vote of not less than a majority three-fourths of the members of the Board at a meeting of the Board called and held for that purposepurpose (after reasonable notice to EXECUTIVE and an opportunity for him, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, EXECUTIVE was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. EXECUTIVE shall not have the right to receive compensation or other benefits for any period after Termination for Cause.

PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL. (a) Upon The termination benefits of Section 4 shall be payable upon the occurrence of a Change in Control (as herein defined) of the Bank followed at any time within twelve four (124) months of a Change in Control, and during the effective date term of this Agreement, by either (i) the involuntary termination by the Bank, or a successor or assignee of the Change in Control by the voluntary or involuntary termination Bank, of EXECUTIVEExecutive’s full-time employment, other than for Cause, Cause as defined in Section 2(c3(c) hereof, or (ii) unless consented to by the provisions of Section 3 shall apply. For purposes of this AgreementExecutive, acts or events constituting a “voluntary termination” shall be limited to the circumstances in which EXECUTIVE elects to voluntarily terminate EXECUTIVEof Executive’s employment within twelve resulting from one or more of: (12a) months a material change in Executive’s function, duties, or responsibilities, which change would cause Executive’s position to become one of the effective date of a Change in Control following any material demotionlesser responsibility and importance, loss of title, office or significant authority, material (b) reduction in EXECUTIVE’s her annual compensation or benefits (other than a reduction affecting BANK personnel generally)compensation, or the (c) unless consented to by Executive, a relocation of EXECUTIVE’s her principal place of employment by more than 25 50 miles from its location immediately prior to the Change in Control. A termination described in (i) or (ii) above shall be referred to as a “Change in Control Termination Event.” (b) A For purposes of this Agreement, a “Change in Control” of the COMPANY Bank shall mean (i) merger or consolidation where the BANK shall be deemed to occur if and when (a) there occurs a change in control of Bank is not the BANK consolidated or the COMPANY within the meaning of the Change in Bank Control Act and 12 C.F.R. Part 174 or 12 C.F.R. Part 238surviving bank, (bii) any person (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act Act of 1934, as amended) is or becomes the beneficial owner, directly or indirectly, of securities of the COMPANY or the BANK representing twenty-five percent (25%) or more of the combined voting power of the COMPANY’s or the BANK’s then outstanding securities, (c) the membership of the board of directors of the COMPANY or the BANK changes as the result of a contested election, such that individuals who were directors at the beginning of any twenty-four (24) month period (whether commencing before or after the date of adoption of this Agreement) do not constitute a majority of the Board at the end of such period, or (d) shareholders of the COMPANY or the BANK approve a merger, consolidation, sale or disposition transfer of all or substantially all of the COMPANYassets of the Bank, (iii) voluntary or involuntary dissolution of the Bank or (iv) change in control as defined under the Change in Bank Control Act of 1978. The surviving or resulting association, the transferee of Bank’s assets or the BANKcontrol person shall be bound by and have the benefit of the provisions of this Agreement, and the Bank shall take all actions necessary to insure that such association, transferee or control person is bound by the provisions of this Agreement. A Change in Control shall not occur where an internal reorganization such as a holding company formation occurs where the Bank’s assets, shareholders become shareholders of the new entity or a plan of partial or complete liquidationtermination described in Section 8 hereof “Required Regulatory Provisions”. (c) EXECUTIVE Executive shall not have the right to receive termination benefits or other compensation or benefits pursuant to Section 3 4 hereof upon Termination for Cause. The term “Termination for Cause” shall mean termination because of EXECUTIVEthe Executive’s intentional failure to perform stated duties, personal dishonesty, incompetence, willful misconduct, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease and cease-and-desist order, or any material breach of any material provision of this Agreement. In determining incompetence, the acts or omissions shall be measured against standards generally prevailing in the financial institutions banking industry. Notwithstanding the foregoingFollowing her Termination for Cause, EXECUTIVE shall not be deemed to have been terminated for Cause unless and until there Executive shall have been delivered a right to EXECUTIVE a copy hearing for reinstatement and the provision of a resolution duly adopted by the affirmative vote of not less than a majority the members of the Board back pay and benefits at a meeting of the Board of Directors called and held for that purposepurpose (after reasonable notice to the Executive and an opportunity for her, finding that together with counsel, to be heard before the Board at such meeting and which such meeting shall be held not more than 30 days from the date of notice of termination). If in the good faith opinion of the Board, EXECUTIVE the Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. EXECUTIVE Cause, neither reinstatement nor payment of back pay or benefits shall not have the right to receive compensation or other benefits for any period after Termination for Causebe provided.

PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL. (a) Upon the occurrence of a Change in Control (as herein defined) followed within twelve (12) months of the effective date of the Change in Control by the voluntary or involuntary termination of EXECUTIVE’s 's employment, other than for Cause, as defined in Section 2(c) hereof, the provisions of Section 3 shall apply. For purposes of this Agreement, “"voluntary termination” " shall be limited to the circumstances in which EXECUTIVE elects to voluntarily terminate EXECUTIVE’s his employment within twelve (12) months of the effective date of a Change in Control following any material demotion, loss of title, office or significant authority, material reduction in EXECUTIVE’s his annual compensation or benefits (other than a reduction affecting BANK the Bank's personnel generally), or the relocation of EXECUTIVE’s his principal place of employment by more than 25 35 miles from its location immediately prior to the Change in Control. (b) A “"Change in Control” " of the COMPANY or the BANK shall be deemed to occur if and when (a) there occurs a change in control of the BANK or the COMPANY within the meaning of the Change in Bank Control Home Owners Loan Act of 1933 and 12 C.F.R. Part 174 or 12 C.F.R. Part 238574, (b) any person (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act Act of 1934, as amended) is or becomes the beneficial owner, directly or indirectly, of securities of the COMPANY or the BANK representing twenty-five percent (25%) % or more of the combined voting power of the COMPANY’s 's or the BANK’s 's then outstanding securities, (c) the membership of the board of directors of the COMPANY or the BANK changes as the result of a contested election, such that individuals who were directors at the beginning of any twenty-four (24) month period (whether commencing before or after the date of adoption of this Agreement) do not constitute a majority of the Board at the end of such period, or (d) shareholders of the COMPANY or the BANK approve a merger, consolidation, sale or disposition of all or substantially all of the COMPANY’s 's or the BANK’s 's assets, or a plan of partial or complete liquidation. (c) EXECUTIVE shall not have the right to receive termination benefits pursuant to Section 3 hereof upon Termination for Cause. The term “"Termination for Cause” " shall mean termination because of EXECUTIVE’s 's intentional failure to perform stated duties, personal dishonesty, incompetence, willful misconduct, any breach of fiduciary duty involving personal profit, willful violation of any law, rule, regulation (other than traffic violations or similar offenses) or final cease and desist order, or any material breach of any material provision of this Agreement. In determining incompetence, the acts or omissions shall be measured against standards generally prevailing in the financial institutions savings institution industry. Notwithstanding the foregoing, EXECUTIVE shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to EXECUTIVE him a copy of a resolution duly adopted by the affirmative vote of not less than a majority three-fourths of the members of the Board at a meeting of the Board called and held for that purposepurpose (after reasonable notice to EXECUTIVE and an opportunity for him, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, EXECUTIVE was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. EXECUTIVE shall not have the right to receive compensation or other benefits for any period after Termination for Cause.

PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL. (a) Upon the occurrence of a Change in Control (as herein defined) followed within twelve (12) months of the effective date of the Change in Control by the voluntary or involuntary termination of EXECUTIVE’s employment, other than for Cause, as defined in Section 2(c) hereof, the provisions of Section 3 shall apply. For purposes of this Agreement, “voluntary termination” shall be limited to the circumstances in which EXECUTIVE elects to voluntarily terminate EXECUTIVE’s her employment within twelve (12) months of the effective date of a Change in Control following any material demotion, loss of title, office or significant authority, material reduction in EXECUTIVE’s her annual compensation or benefits (other than a reduction affecting BANK personnel generally), or the relocation of EXECUTIVE’s her principal place of employment by more than 25 miles from its location immediately prior to the Change in Control. (b) A “Change in Control” of the COMPANY or the BANK shall be deemed to occur if and when (a) there occurs a change in control of the BANK or the COMPANY within the meaning of the Change in Bank Control Home Owners Loan Act of 1933 and 12 C.F.R. Part 174 or 12 C.F.R. Part 238574, (b) any person (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act Act of 1934, as amendedAct) is or becomes the beneficial owner, directly or indirectly, of securities of the COMPANY or the BANK representing twenty-five percent (25%) or more of the combined voting power of the COMPANY’s or the BANK’s then outstanding securities, (c) the membership of the board of directors of the COMPANY or the BANK changes as the result of a contested election, such that individuals who were directors at the beginning of any twenty-four (24) month period (whether commencing before or after the date of adoption of this Agreement) do not constitute a majority of the Board at the end of such period, or (d) shareholders of the COMPANY or the BANK approve a merger, consolidation, sale or disposition of all or substantially all of the COMPANY’s or the BANK’s assets, or a plan of partial or complete liquidation. (c) EXECUTIVE shall not have the right to receive termination benefits pursuant to Section 3 hereof upon Termination for Cause. The term “Termination for Cause” shall mean termination because of EXECUTIVE’s intentional failure to perform stated duties, personal dishonesty, incompetence, willful misconduct, any breach of fiduciary duty involving personal profit, willful violation of any law, rule, regulation (other than traffic violations or similar offenses) or final cease and desist order, or any material breach of any material provision of this Agreement. In determining incompetence, the acts or omissions shall be measured against standards generally prevailing in the financial institutions savings institution industry. Notwithstanding the foregoing, EXECUTIVE shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to EXECUTIVE her a copy of a resolution duly adopted by the affirmative vote of not less than a majority the members of the Board at a meeting of the Board called and held for that purpose, finding that in the good faith opinion of the Board, EXECUTIVE was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. EXECUTIVE shall not have the right to receive compensation or other benefits for any period after Termination for Cause.

PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL. (a) Upon the occurrence of a Change in Control (as herein defined) followed within twelve (12) months of the effective date of the Change in Control by the voluntary or involuntary termination of EXECUTIVE’s 's employment, other than for Cause, as defined in Section 2(c) hereof, the provisions of Section 3 shall apply. For purposes of this Agreement, “"voluntary termination” " shall be limited to the circumstances in which EXECUTIVE elects to voluntarily terminate EXECUTIVE’s her employment within twelve (12) months of the effective date of a Change in Control following any material demotion, loss of title, office or significant authority, material reduction in EXECUTIVE’s her annual compensation or benefits (other than a reduction affecting BANK the Bank's personnel generally), or the relocation of EXECUTIVE’s her principal place of employment by more than 25 miles from its location immediately prior to the Change in Control. (b) A “"Change in Control” " of the COMPANY or the BANK shall be deemed to occur if and when (a) there occurs a change in control of the BANK or the COMPANY within the meaning of the Change in Bank Control Home Owners Loan Act of 1933 and 12 C.F.R. Part 174 or 12 C.F.R. Part 238574, (b) any person (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act Act of 1934, as amendedAct) is or becomes the beneficial owner, directly or indirectly, of securities of the COMPANY or the BANK representing twenty-five percent (25%) or more of the combined voting power of the COMPANY’s 's or the BANK’s 's then outstanding securities, (c) the membership of the board of directors of the COMPANY or the BANK changes as the result of a contested election, such that individuals who were directors at the beginning of any twenty-four (24) month period (whether commencing before or after the date of adoption of this Agreement) do not constitute a majority of the Board at the end of such period, or (d) shareholders of the COMPANY or the BANK approve a merger, consolidation, sale or disposition of all or substantially all of the COMPANY’s 's or the BANK’s 's assets, or a plan of partial or complete liquidation. (c) EXECUTIVE shall not have the right to receive termination benefits pursuant to Section 3 hereof upon Termination for Cause. The term “"Termination for Cause” " shall mean termination because of EXECUTIVE’s 's intentional failure to perform stated duties, personal dishonesty, incompetence, willful misconduct, any breach of fiduciary duty involving personal profit, willful violation of any law, rule, regulation (other than traffic violations or similar offenses) or final cease and desist order, or any material breach of any material provision of this Agreement. In determining incompetence, the acts or omissions shall be measured against standards generally prevailing in the financial institutions savings institution industry. Notwithstanding the foregoing, EXECUTIVE shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to EXECUTIVE him a copy of a resolution duly adopted by the affirmative vote of not less than a majority the members of the Board at a meeting of the Board called and held for that purpose, finding that in the good faith opinion of the Board, EXECUTIVE was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. EXECUTIVE shall not have the right to receive compensation or other benefits for any period after Termination for Cause.

PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL. (a) Upon The termination benefits of Section 4 shall be payable upon the occurrence of a Change in Control (as herein defined) of the Bank followed at any time within twelve four (124) months of a Change in Control, and during the effective date term of this Agreement, by either (i) the involuntary termination by the Bank, or a successor or assignee of the Change in Control by the voluntary or involuntary termination Bank, of EXECUTIVEExecutive’s full-time employment, other than for Cause, Cause as defined in Section 2(c3(c) hereof, or (ii) unless consented to by the provisions of Section 3 shall apply. For purposes of this AgreementExecutive, acts or events constituting a “voluntary termination” shall be limited to the circumstances in which EXECUTIVE elects to voluntarily terminate EXECUTIVEof Executive’s employment within twelve resulting from one or more of: (12a) months a material change in Executive’s function, duties, or responsibilities, which change would cause Executive’s position to become one of the effective date of a Change in Control following any material demotionlesser responsibility and importance, loss of title, office or significant authority, material (b) reduction in EXECUTIVE’s her annual compensation or benefits (other than a reduction affecting BANK personnel generally)compensation, or the (c) unless consented to by Executive, a relocation of EXECUTIVE’s her principal place of employment by more than 25 50 miles from its location immediately prior to the Change in Control. A termination described in (i) or (ii) above shall be referred to as a “Change in Control Termination Event.” (b) A For purposes of this Agreement, a “Change in Control” of the COMPANY Bank shall mean (i) merger or consolidation where the BANK shall be deemed to occur if and when (a) there occurs a change in control of Bank is not the BANK consolidated or the COMPANY within the meaning of the Change in Bank Control Act and 12 C.F.R. Part 174 or 12 C.F.R. Part 238surviving bank, (bii) any person (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act Act of 1934, as amended) is or becomes the beneficial owner, directly or indirectly, of securities of the COMPANY or the BANK representing twenty-five percent (25%) or more of the combined voting power of the COMPANY’s or the BANK’s then outstanding securities, (c) the membership of the board of directors of the COMPANY or the BANK changes as the result of a contested election, such that individuals who were directors at the beginning of any twenty-four (24) month period (whether commencing before or after the date of adoption of this Agreement) do not constitute a majority of the Board at the end of such period, or (d) shareholders of the COMPANY or the BANK approve a merger, consolidation, sale or disposition transfer of all or substantially all of the COMPANYassets of the Bank, (iii) voluntary or involuntary dissolution of the Bank or (iv) change in control as defined under the Change in Bank Control Act of 1978. The surviving or resulting association, the transferee of Bank’s assets or the BANKcontrol person shall be bound by and have the benefit of the provisions of this Agreement, and the Bank shall take all actions necessary to insure that such association, transferee or control person is bound by the provisions of this Agreement. A Change in Control shall not occur where an internal reorganization such as a holding company formation occurs where the Bank’s assets, shareholders become shareholders of the new entity or a plan of partial or complete liquidationtermination described in Section 8 hereof “Required Regulatory Provisions”. (c) EXECUTIVE Executive shall not have the right to receive termination benefits or other compensation or benefits pursuant to Section 3 4 hereof upon Termination for Cause. The term “Termination for Cause” shall mean termination because of EXECUTIVEthe Executive’s intentional failure to perform stated duties, personal dishonesty, incompetence, willful misconduct, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease and cease-and-desist order, or any material breach of any material provision of this Agreement. In determining incompetence, the acts or omissions shall be measured against standards generally prevailing in the financial institutions banking industry. Notwithstanding the foregoingFollowing her Termination for Cause, EXECUTIVE shall not be deemed to have been terminated for Cause unless and until there Executive shall have been delivered a right to EXECUTIVE a copy hearing for reinstatement and the provision of a resolution duly adopted by the affirmative vote of not less than a majority the members of the Board back pay and benefits at a meeting of the Board of Directors called and held for that purposepurpose (after reasonable notice to the Executive and an opportunity for her, finding that together with counsel, to be heard before the Board at such meeting and which such meeting shall be held not more than 30 days from the date of notice of termination). If in the good faith opinion of the Board, EXECUTIVE the Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. EXECUTIVE Cause, neither reinstatement or payment of back pay or benefits shall not have the right to receive compensation or other benefits for any period after Termination for Causebe provided.

PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL. (a) Upon the occurrence of a Change in Control (as herein defined) followed within twelve (12) months of the effective date of the Change in Control by the voluntary or involuntary termination of EXECUTIVE’s 's employment, other than for Cause, as defined in Section 2(c) hereof, the provisions of Section 3 shall apply. For purposes of this Agreement, “"voluntary termination” " shall be limited to the circumstances in which EXECUTIVE elects to voluntarily terminate EXECUTIVE’s his employment within twelve (12) months of the effective date of a Change in Control following any material demotion, loss of title, office or significant authority, material reduction in EXECUTIVE’s his annual compensation or benefits (other than a reduction affecting BANK the Bank's personnel generally), or the relocation of EXECUTIVE’s his principal place of employment by more than 25 miles from its location immediately prior to the Change in Control. (b) A “"Change in Control” " of the COMPANY or the BANK shall be deemed to occur if and when (a) there occurs a change in control of the BANK or the COMPANY within the meaning of the Change in Bank Control Home Owners Loan Act of 1933 and 12 C.F.R. Part 174 or 12 C.F.R. Part 238574, (b) any person (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act Act of 1934, as amendedAct) is or becomes the beneficial owner, directly or indirectly, of securities of the COMPANY or the BANK representing twenty-five percent (25%) or more of the combined voting power of the COMPANY’s 's or the BANK’s 's then outstanding securities, (c) the membership of the board of directors of the COMPANY or the BANK changes as the result of a contested election, such that individuals who were directors at the beginning of any twenty-four (24) month period (whether commencing before or after the date of adoption of this Agreement) do not constitute a majority of the Board at the end of such period, or (d) shareholders of the COMPANY or the BANK approve a merger, consolidation, sale or disposition of all or substantially all of the COMPANY’s 's or the BANK’s 's assets, or a plan of partial or complete liquidation. (c) EXECUTIVE shall not have the right to receive termination benefits pursuant to Section 3 hereof upon Termination for Cause. The term “"Termination for Cause” " shall mean termination because of EXECUTIVE’s 's intentional failure to perform stated duties, personal dishonesty, incompetence, willful misconduct, any breach of fiduciary duty involving personal profit, willful violation of any law, rule, regulation (other than traffic violations or similar offenses) or final cease and desist order, or any material breach of any material provision of this Agreement. In determining incompetence, the acts or omissions shall be measured against standards generally prevailing in the financial institutions savings institution industry. Notwithstanding the foregoing, EXECUTIVE shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to EXECUTIVE him a copy of a resolution duly adopted by the affirmative vote of not less than a majority three-fourths of the members of the Board at a meeting of the Board called and held for that purposepurpose (after reasonable notice to EXECUTIVE and an opportunity for him, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, EXECUTIVE was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. EXECUTIVE shall not have the right to receive compensation or other benefits for any period after Termination for Cause.

PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL. (a) Upon the occurrence of a Change in Control (as herein defined) followed within twelve (12) months of the effective date of the Change in Control by the voluntary or involuntary termination of EXECUTIVE’s 's employment, other than for Cause, as defined in Section 2(c) hereof, the provisions of Section 3 shall apply. For purposes of this Agreement, “"voluntary termination” " shall be limited to the circumstances in which EXECUTIVE elects to voluntarily terminate EXECUTIVE’s his employment within twelve (12) months of the effective date of a Change in Control following any material demotion, loss of title, office or significant authority, material reduction in EXECUTIVE’s his annual compensation or benefits (other than a reduction affecting BANK the Bank's personnel generally), or the relocation of EXECUTIVE’s his principal place of employment by more than 25 miles from its location immediately prior to the Change in Control. (b) A “"Change in Control” " of the COMPANY or the BANK shall be deemed to occur if and when (a) there occurs a change in control an offeror other than the COMPANY purchases shares of the BANK stock of the COMPANY or the COMPANY within the meaning of the Change in Bank Control Act and 12 C.F.R. Part 174 BANK pursuant to a tender or 12 C.F.R. Part 238exchange offer for such shares, (b) any person (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act Act of 1934, as amendedAct) is or becomes the beneficial owner, directly or indirectly, of securities of the COMPANY or the BANK representing twenty-five percent (25%) or more of the combined voting power of the COMPANY’s 's or the BANK’s 's then outstanding securities, (c) the membership of the board of directors of the COMPANY or the BANK changes as the result of a contested election, such that individuals who were directors at the beginning of any twenty-four (24) month period (whether commencing before or after the date of adoption of this Agreement) do not constitute a majority of the Board at the end of such period, or (d) shareholders of the COMPANY or the BANK approve a merger, consolidation, sale or disposition of all or substantially all of the COMPANY’s 's or the BANK’s 's assets, or a plan of partial or complete liquidation. (c) EXECUTIVE shall not have the right to receive termination benefits pursuant to Section 3 hereof upon Termination for Cause. The term “"Termination for Cause” " shall mean termination because of EXECUTIVE’s 's intentional failure to perform stated duties, personal dishonesty, incompetence, willful misconduct, any breach of fiduciary duty involving personal profit, willful violation of any law, rule, regulation (other than traffic violations or similar offenses) or final cease and desist order, or any material breach of any material provision of this Agreement. In determining incompetence, the acts or omissions shall be measured against standards generally prevailing in the financial institutions savings institution industry. Notwithstanding the foregoing, EXECUTIVE shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to EXECUTIVE him a copy of a resolution duly adopted by the affirmative vote of not less than a majority three-fourths of the members of the Board at a meeting of the Board called and held for that purposepurpose (after reasonable notice to EXECUTIVE and an opportunity for him, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, EXECUTIVE was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. EXECUTIVE shall not have the right to receive compensation or other benefits for any period after Termination for Cause.

PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL. (a) Upon the occurrence of a Change in Control (as herein defined) followed within twelve (12) months of the effective date of the Change in Control by the voluntary or involuntary termination of EXECUTIVE’s 's employment, other than for Cause, as defined in Section 2(c) hereof, the provisions of Section 3 shall apply. For purposes of this Agreement, “"voluntary termination” " shall be limited to the circumstances in which EXECUTIVE elects to voluntarily terminate EXECUTIVE’s his employment within twelve (12) months of the effective date of a Change in Control following any material demotion, loss of title, office or significant authority, material reduction in EXECUTIVE’s his annual compensation or benefits (other than a reduction affecting BANK the Bank's personnel generally), or the relocation of EXECUTIVE’s his principal place of employment by more than 25 miles from its location immediately prior to the Change in Control. (b) A “"Change in Control” " of the COMPANY or the BANK shall be deemed to occur if and when (a) there occurs a change in control of the BANK or the COMPANY within the meaning of the Change in Bank Control Home Owners Loan Act of 1933 and 12 C.F.R. Part 174 or 12 C.F.R. Part 238574, (b) any person (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act Act of 1934, as amendedAct) is or becomes the beneficial owner, directly or indirectly, of securities of the COMPANY or the BANK representing twenty-five percent (25%) or more of the combined voting power of the COMPANY’s 's or the BANK’s 's then outstanding securities, (c) the membership of the board of directors of the COMPANY or the BANK changes as the result of a contested election, such that individuals who were directors at the beginning of any twenty-four (24) month period (whether commencing before or after the date of adoption of this Agreement) do not constitute a majority of the Board at the end of such period, or (d) shareholders of the COMPANY or the BANK approve a merger, consolidation, sale or disposition of all or substantially all of the COMPANY’s 's or the BANK’s 's assets, or a plan of partial or complete liquidation. (c) EXECUTIVE shall not have the right to receive termination benefits pursuant to Section 3 hereof upon Termination for Cause. The term “"Termination for Cause” " shall mean termination because of EXECUTIVE’s 's intentional failure to perform stated duties, personal dishonesty, incompetence, willful misconduct, any breach of fiduciary duty involving personal profit, willful violation of any law, rule, regulation (other than traffic violations or similar offenses) or final cease and desist order, or any material breach of any material provision of this Agreement. In determining incompetence, the acts or omissions shall be measured against standards generally prevailing in the financial institutions savings institution industry. Notwithstanding the foregoing, EXECUTIVE shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to EXECUTIVE him a copy of a resolution duly adopted by the affirmative vote of not less than a majority the members of the Board at a meeting of the Board called and held for that purpose, finding that in the good faith opinion of the Board, EXECUTIVE was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. EXECUTIVE shall not have the right to receive compensation or other benefits for any period after Termination for Cause.

PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL. (a) Upon The termination benefits of Section 4 shall be payable upon the occurrence of a Change in Control (as herein defined) of the Bank followed at any time within twelve four (124) months of a Change in Control, and during the effective date term of this Agreement, by either (i) the involuntary termination by the Bank, or a successor or assignee of the Change in Control by the voluntary or involuntary termination Bank, of EXECUTIVEExecutive’s full-time employment, other than for Cause, Cause as defined in Section 2(c3(c) hereof, or (ii) unless consented to by the provisions of Section 3 shall apply. For purposes of this AgreementExecutive, acts or events constituting a “voluntary termination” shall be limited to the circumstances in which EXECUTIVE elects to voluntarily terminate EXECUTIVEof Executive’s employment within twelve resulting from one or more of: (12a) months a material change in Executive’s function, duties, or responsibilities, which change would cause Executive’s position to become one of the effective date of a Change in Control following any material demotionlesser responsibility and importance, loss of title, office or significant authority, material (b) reduction in EXECUTIVE’s her annual compensation or benefits (other than a reduction affecting BANK personnel generally)compensation, or the (c) unless consented to by Executive, a relocation of EXECUTIVE’s her principal place of employment by more than 25 50 miles from its location immediately prior to the Change in Control. A termination described in (i) or (ii) above shall be referred to as a “Change in Control Termination Event.” (b) A For purposes of this Agreement, a “Change in Control” of the COMPANY Bank shall mean (i) merger or consolidation where the BANK shall be deemed to occur if and when (a) there occurs a change in control of Bank is not the BANK consolidated or the COMPANY within the meaning of the Change in Bank Control Act and 12 C.F.R. Part 174 or 12 C.F.R. Part 238surviving bank, (bii) any person (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act Act of 1934, as amended) is or becomes the beneficial owner, directly or indirectly, of securities of the COMPANY or the BANK representing twenty-five percent (25%) or more of the combined voting power of the COMPANY’s or the BANK’s then outstanding securities, (c) the membership of the board of directors of the COMPANY or the BANK changes as the result of a contested election, such that individuals who were directors at the beginning of any twenty-four (24) month period (whether commencing before or after the date of adoption of this Agreement) do not constitute a majority of the Board at the end of such period, or (d) shareholders of the COMPANY or the BANK approve a merger, consolidation, sale or disposition transfer of all or substantially all of the COMPANYassets of the Bank, (iii) voluntary or involuntary dissolution of the Bank or (iv) change in control as defined under the Change in Bank Control Act of 1978. The surviving or resulting association, the transferee of Bank’s assets or the BANKcontrol person shall be bound by and have the benefit of the provisions of this Agreement, and the Bank shall take all actions necessary to insure that such association, transferee or control person is bound by the provisions of this Agreement. A Change in Control shall not occur where an internal reorganization such as a holding company formation occurs where the Bank’s assets, or a plan shareholders become shareholders of partial or complete liquidationthe new entity. (c) EXECUTIVE Executive shall not have the right to receive termination benefits pursuant to Section 3 4 hereof upon Termination for Cause. The term “Termination for Cause” shall mean termination because of EXECUTIVEthe Executive’s intentional failure to perform stated duties, personal dishonesty, incompetence, willful misconduct, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease and cease-and-desist order, or any material breach of any material provision of this Agreement. In determining incompetence, the acts or omissions shall be measured against standards generally prevailing in the financial institutions banking industry. Notwithstanding the foregoing, EXECUTIVE Executive shall not be deemed to have been terminated Terminated for Cause unless and until there shall have been delivered to EXECUTIVE her a copy of a resolution duly adopted by the affirmative vote of not less than a majority the members of the Board of Directors of the Bank at a meeting of the Board called and held for that purposepurpose (after reasonable notice to the Executive and an opportunity for her, together with counsel, to be heard before the Board at such meeting and which such meeting shall be held not more than 30 days from the date of notice during which period Executive may be suspended with pay), finding that in the good faith opinion of the Board, EXECUTIVE the Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. EXECUTIVE shall not have the right to receive compensation or other benefits for any period after Termination for Cause.

PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL. (a) Upon the occurrence of a Change in Control (as herein defined) followed within twelve (12) months of the effective date of the Change in Control by the voluntary or involuntary termination of EXECUTIVE’s 's employment, other than for Cause, as defined in Section 2(c) hereof, the provisions of Section 3 shall apply. For purposes of this Agreement, “"voluntary termination” " shall be limited to the circumstances in which EXECUTIVE elects to voluntarily terminate EXECUTIVE’s his employment within twelve (12) months of the effective date of a Change in Control following any material demotion, loss of title, office or significant authority, material reduction in EXECUTIVE’s his annual compensation or benefits (other than a reduction affecting BANK the Bank's personnel generally), or the relocation of EXECUTIVE’s his principal place of employment by more than 25 35 miles from its location immediately prior to the Change in Control. (b) A “"Change in Control” " of the COMPANY or the BANK shall be deemed to occur if and when (a) there occurs a change in control of the BANK or the COMPANY within the meaning of the Change in Bank Control Home Owners Loan Act of 1933 and 12 C.F.R. Part 174 or 12 C.F.R. Part 238574, (b) any person (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act Act of 1934, as amendedAct) is or becomes the beneficial owner, directly or indirectly, of securities of the COMPANY or the BANK representing twenty-five percent (25%) or more of the combined voting power of the COMPANY’s 's or the BANK’s 's then outstanding securities, (c) the membership of the board of directors of the COMPANY or the BANK changes as the result of a contested election, such that individuals who were directors at the beginning of any twenty-four (24) month period (whether commencing before or after the date of adoption of this Agreement) do not constitute a majority of the Board at the end of such period, or (d) shareholders upon the consummation of the COMPANY or the BANK approve a merger, consolidation, sale or disposition of all or substantially all of the COMPANY’s 's or the BANK’s 's assets, or a plan of partial or complete liquidationliquidation that has been approved by the shareholders of the COMPANY or the BANK. (c) EXECUTIVE shall not have the right to receive termination benefits pursuant to Section 3 hereof upon Termination for Cause. The term “"Termination for Cause” " shall mean termination because of EXECUTIVE’s 's intentional failure to perform stated duties, personal dishonesty, incompetence, willful misconduct, any breach of fiduciary duty involving personal profit, willful violation of any law, rule, regulation (other than traffic violations or similar offenses) or final cease and desist order, or any material breach of any material provision of this Agreement. In determining incompetence, the acts or omissions shall be measured against standards generally prevailing in the financial institutions savings institution industry. Notwithstanding the foregoing, EXECUTIVE shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to EXECUTIVE him a copy of a resolution duly adopted by the affirmative vote of not less than a majority three-fourths of the members of the Board at a meeting of the Board called and held for that purposepurpose (after reasonable notice to EXECUTIVE and an opportunity for him, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, EXECUTIVE was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. EXECUTIVE shall not have the right to receive compensation or other benefits for any period after Termination for Cause.

PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL. ​ (a) Upon the occurrence of a Change in Control (as herein defined) followed within twelve (12) months of the effective date of the a Change in Control by the voluntary or involuntary termination of EXECUTIVEthe Executive’s employment, other than for Cause, as defined in Section 2(c) hereof, the provisions of Section 3 shall apply. For purposes of this Agreement, “voluntary involuntary termination” shall be limited to the include circumstances in which EXECUTIVE the Executive elects to voluntarily terminate EXECUTIVEthe Executive’s employment within twelve (12) months of the effective date of a Change in Control following any material demotion, loss of title, office or significant authority, material reduction in EXECUTIVEthe Executive’s annual compensation or benefits (other than a reduction affecting BANK the Bank’s personnel generally), or the relocation of EXECUTIVEthe Executive’s principal place of employment by more than 25 thirty-five (35) miles from its location immediately prior to the Change in Control. No other voluntary termination by the Executive shall be considered an involuntary termination for purposes of this Section 2(a). (b) A “"Change in Control” " of the COMPANY Company or the BANK Bank shall be deemed to occur if and when (a) there occurs a change in control an offer other than the Company purchases shares of the BANK common stock of the Company or the COMPANY within the meaning of the Change in Bank Control Act and 12 C.F.R. Part 174 pursuant to a tender or 12 C.F.R. Part 238exchange offer for such shares, (b) any person (as such term is used in Sections 13(d) and 14(d)(214 (d)(2) of the Securities Exchange Act Act of 1934, as amended) is or becomes the beneficial owner, directly or indirectly, of securities of the COMPANY Company or the BANK Bank representing twenty-five percent (25%) % or more of the combined voting power of the COMPANY’s or the BANK’s Company's then outstanding securities, (c) the membership of the board of directors of the COMPANY Company or the BANK Bank changes as the a result of a contested election, such that individuals who were directors at the beginning of any twenty-four (24) month period (whether commencing before or after the date of adoption of this AgreementPlan) do not constitute a majority of the Board at the end of such period, or (d) shareholders of the COMPANY Company or the BANK Bank approve a merger, consolidation, sale or disposition of all or substantially all of the COMPANY’s Company's or the BANK’s Bank's assets, or a plan of or partial or complete liquidation. (c) EXECUTIVE Executive shall not have the right to receive termination benefits pursuant to Section 3 hereof upon Termination for Cause. The term “Termination for Cause” shall mean termination because of EXECUTIVEthe Executive’s intentional failure to perform stated duties, personal dishonesty, incompetence, willful misconduct, any breach of fiduciary duty involving personal profit, willful violation of any law, rule, regulation (other than traffic violations or similar offenses) or ), final cease and desist order, or any material breach of any material provision of this Agreement. In ​ ​ determining incompetence, the acts or omissions shall be measured against standards generally prevailing in the financial institutions savings institution industry. Notwithstanding the foregoing, EXECUTIVE Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to EXECUTIVE the Executive a copy of a resolution duly adopted by the affirmative vote of not less than a majority three-fourths of the members of the Board at a meeting of the Board called and held for that purposepurpose (after reasonable notice to Executive and an opportunity for the Executive, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, EXECUTIVE the Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. EXECUTIVE The Executive shall not have the right to receive compensation or other benefits for any period after Termination for Cause.. ​

PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL. (a) Upon the occurrence of a Change in Control (as herein defined) followed within twelve (12) months of the effective date of the Change in Control by the voluntary or involuntary termination of EXECUTIVE’s 's employment, other than for Cause, as defined in Section 2(c) hereof, the provisions of Section 3 shall apply. For purposes of this Agreement, “"voluntary termination” " shall be limited to the circumstances in which EXECUTIVE elects to voluntarily terminate EXECUTIVE’s his employment within twelve (12) months of the effective date of a Change in Control following any material demotion, loss of title, office or significant authority, material reduction in EXECUTIVE’s his annual compensation or benefits (other than a reduction affecting BANK the Bank's personnel generally), or the relocation of EXECUTIVE’s his principal place of employment by more than 25 miles from its location immediately prior to the Change in Control. (b) A “"Change in Control” " of the COMPANY or the BANK ASSOCIATION shall be deemed to occur if and when (a) there occurs a change in control of the BANK ASSOCIATION or the COMPANY within the meaning of the Change in Bank Control Home Owners Loan Act of 1933 and 12 C.F.R. Part 174 or 12 C.F.R. Part 238574, (b) any person (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act Act of 1934, as amendedAct) is or becomes the beneficial owner, directly or indirectly, of securities of the COMPANY or the BANK ASSOCIATION representing twenty-five percent (25%) or more of the combined voting power of the COMPANY’s 's or the BANK’s ASSOCIATION's then outstanding securities, (c) the membership of the board of directors of the COMPANY or the BANK ASSOCIATION changes as the result of a contested election, such that individuals who were directors at the beginning of any twenty-four (24) month period (whether commencing before or after the date of adoption of this Agreement) do not constitute a majority of the Board at the end of such period, or (d) shareholders of the COMPANY or the BANK ASSOCIATION approve a merger, consolidation, sale or disposition of all or substantially all of the COMPANY’s 's or the BANK’s ASSOCIATION's assets, or a plan of partial or complete liquidation. (c) EXECUTIVE shall not have the right to receive termination benefits pursuant to Section 3 hereof upon Termination for Cause. The term “"Termination for Cause” " shall mean termination because of EXECUTIVE’s 's intentional failure to perform stated duties, personal dishonesty, incompetence, willful misconduct, any breach of fiduciary duty involving personal profit, willful violation of any law, rule, regulation (other than traffic violations or similar offenses) or final cease and desist order, or any material breach of any material provision of this Agreement. In determining incompetence, the acts or omissions shall be measured against standards generally prevailing in the financial institutions savings institution industry. Notwithstanding the foregoing, EXECUTIVE shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to EXECUTIVE him a copy of a resolution duly adopted by the affirmative vote of not less than a majority three-fourths of the members of the Board at a meeting of the Board called and held for that purposepurpose (after reasonable notice to EXECUTIVE and an opportunity for him, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, EXECUTIVE was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. EXECUTIVE shall not have the right to receive compensation or other benefits for any period after Termination for Cause.

PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL. (a) Upon the occurrence of a Change in Control (as herein defined) of the Association followed within twelve (12) months of the effective date of the a Change in Control by the voluntary or involuntary termination of EXECUTIVE’s Executive's employment, other than for Cause, as defined in Section 2(c) hereof, the provisions of Section 3 shall apply. For purposes of this Agreement, “"voluntary termination” " shall be limited to the circumstances in which EXECUTIVE the Executive elects to voluntarily terminate EXECUTIVE’s his employment within twelve (12) months of the effective date of a Change in Control following any material demotion, loss of title, office or significant authority, material reduction in EXECUTIVE’s his annual compensation or benefits (other than a reduction affecting BANK the Bank's personnel generally), or the relocation of EXECUTIVE’s his principal place of employment by more than 25 35 miles from its location immediately prior to the Change in Control. (b) A “"Change in Control” " of the COMPANY Company or the BANK Association shall be deemed to occur if and when (a) there occurs a change in control an offeror other than the Company purchases shares of the BANK common stock of the Company or the COMPANY within the meaning of the Change in Bank Control Act and 12 C.F.R. Part 174 Association pursuant to a tender or 12 C.F.R. Part 238exchange offer for such shares, (b) any person (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act Act of 1934, as amended) is or becomes the beneficial owner, directly or indirectly, of securities of the COMPANY Company or the BANK Association representing twenty-five percent (25%) % or more of the combined voting power of the COMPANY’s Company's or the BANK’s Association's then outstanding securities, (c) the membership of the board of directors of the COMPANY Company or the BANK Association changes as the result of a contested election, such that individuals who were directors at the beginning of any twenty-four (24) month period (whether commencing before or after the date of adoption of this Agreement) do not constitute a majority of the Board at the end of such period, or (d) shareholders of the COMPANY Company or the BANK Association approve a merger, consolidation, sale or disposition of all or substantially all of the COMPANY’s Company's or the BANK’s Association's assets, or a plan of partial or complete liquidation. (c) EXECUTIVE Executive shall not have the right to receive termination benefits pursuant to Section 3 hereof upon Termination for Cause. The term “"Termination for Cause” " shall mean termination because of EXECUTIVE’s the Executive's intentional failure to perform stated duties, personal dishonesty, incompetence, willful misconduct, any breach of fiduciary duty involving personal profit, willful violation of any law, rule, regulation (other than traffic violations or similar offenses) or final cease and desist order, or any material breach of any material provision of this Agreement. In determining incompetence, the acts or omissions shall be measured against standards generally prevailing in the financial institutions savings institution industry. Notwithstanding the foregoing, EXECUTIVE Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to EXECUTIVE him a copy of a resolution duly adopted by the affirmative vote of not less than a majority three-fourths of the members of the Board at a meeting of the Board called and held for that purposepurpose (after reasonable notice to Executive and an opportunity for him, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, EXECUTIVE Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. EXECUTIVE The Executive shall not have the right to receive compensation or other benefits for any period after Termination for Cause.

PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL. (a) Upon The termination benefits of Section 4 shall be payable upon the occurrence of a Change in Control (as herein defined) of the Bank followed at any time within twelve four (124) months of a Change in Control, and during the effective date term of this Agreement, by either (i) the involuntary termination by the Bank, or a successor or assignee of the Change in Control by the voluntary or involuntary termination Bank, of EXECUTIVEExecutive’s full-time employment, other than for Cause, Cause as defined in Section 2(c3(c) hereof, or (ii) unless consented to by the provisions of Section 3 shall apply. For purposes of this AgreementExecutive, acts or events constituting a “voluntary termination” shall be limited to the circumstances in which EXECUTIVE elects to voluntarily terminate EXECUTIVEof Executive’s employment within twelve resulting from one or more of: (12a) months a material change in Executive’s function, duties, or responsibilities, which change would cause Executive’s position to become one of the effective date of a Change in Control following any material demotionlesser responsibility and importance, loss of title, office or significant authority, material (b) reduction in EXECUTIVE’s his annual compensation or benefits (other than a reduction affecting BANK personnel generally)compensation, or the (c) unless consented to by Executive, a relocation of EXECUTIVE’s his principal place of employment by more than 25 50 miles from its location immediately prior to the Change in Control. A termination described in (i) or (ii) above shall be referred to as a “Change in Control Termination Event.” (b) A For purposes of this Agreement, a “Change in Control” of the COMPANY Bank shall mean (i) merger or consolidation where the BANK shall be deemed to occur if and when (a) there occurs a change in control of Bank is not the BANK consolidated or the COMPANY within the meaning of the Change in Bank Control Act and 12 C.F.R. Part 174 or 12 C.F.R. Part 238surviving bank, (bii) any person (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act Act of 1934, as amended) is or becomes the beneficial owner, directly or indirectly, of securities of the COMPANY or the BANK representing twenty-five percent (25%) or more of the combined voting power of the COMPANY’s or the BANK’s then outstanding securities, (c) the membership of the board of directors of the COMPANY or the BANK changes as the result of a contested election, such that individuals who were directors at the beginning of any twenty-four (24) month period (whether commencing before or after the date of adoption of this Agreement) do not constitute a majority of the Board at the end of such period, or (d) shareholders of the COMPANY or the BANK approve a merger, consolidation, sale or disposition transfer of all or substantially all of the COMPANYassets of the Bank, (iii) voluntary or involuntary dissolution of the Bank or (iv) change in control as defined under the Change in Bank Control Act of 1978. The surviving or resulting association, the transferee of Bank’s assets or the BANKcontrol person shall be bound by and have the benefit of the provisions of this Agreement, and the Bank shall take all actions necessary to insure that such association, transferee or control person is bound by the provisions of this Agreement. A Change in Control shall not occur where an internal reorganization such as a holding company formation occurs where the Bank’s assets, shareholders become shareholders of the new entity or a plan of partial or complete liquidationtermination described in Section 8 hereof “Required Regulatory Provisions”. (c) EXECUTIVE Executive shall not have the right to receive termination benefits or other compensation or benefits pursuant to Section 3 4 hereof upon Termination for Cause. The term “Termination for Cause” shall mean termination because of EXECUTIVEthe Executive’s intentional failure to perform stated duties, personal dishonesty, incompetence, willful misconduct, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease and cease-and-desist order, or any material breach of any material provision of this Agreement. In determining incompetence, the acts or omissions shall be measured against standards generally prevailing in the financial institutions banking industry. Notwithstanding the foregoingFollowing his Termination for Cause, EXECUTIVE shall not be deemed to have been terminated for Cause unless and until there Executive shall have been delivered a right to EXECUTIVE a copy hearing for reinstatement and the provision of a resolution duly adopted by the affirmative vote of not less than a majority the members of the Board back pay and benefits at a meeting of the Board of Directors called and held for that purposepurpose (after reasonable notice to the Executive and an opportunity for her, finding that together with counsel, to be heard before the Board at such meeting and which such meeting shall be held not more than 30 days from the date of notice of termination). If in the good faith opinion of the Board, EXECUTIVE the Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. EXECUTIVE Cause, neither reinstatement nor payment of back pay or benefits shall not have the right to receive compensation or other benefits for any period after Termination for Causebe provided.

PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL. (a) Upon the occurrence of a Change in Control (as herein defined) followed within twelve (12) months of the effective date of the Change in Control by the voluntary or involuntary termination of EXECUTIVE’s 's employment, other than for Cause, as defined in Section 2(c) hereof, the provisions of Section 3 shall apply. For purposes of this Agreement, “"voluntary termination” " shall be limited to the circumstances in which EXECUTIVE elects to voluntarily terminate EXECUTIVE’s his employment within twelve (12) months of the effective date of a Change in Control following any material demotion, loss of title, office or significant authority, material reduction in EXECUTIVE’s his annual compensation or benefits (other than a reduction affecting BANK the Bank's personnel generally), or the relocation of EXECUTIVE’s his principal place of employment by more than 25 35 miles from its location immediately prior to the Change in Control. (b) A “"Change in Control” " of the COMPANY or the BANK shall be deemed to occur if and when (a) there occurs a change in control an offeror other than the Corporation purchases shares of the BANK stock of the Corporation or the COMPANY within the meaning of the Change in Bank Control Act and 12 C.F.R. Part 174 pursuant to a tender or 12 C.F.R. Part 238exchange offer for such shares, (b) any person (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act Act of 1934, as amendedAct) is or becomes the beneficial owner, directly or indirectly, of securities of the COMPANY Corporation or the BANK Bank representing twenty-twenty- five percent (25%) or more of the combined voting power of the COMPANY’s Corporation's or the BANK’s Bank's then outstanding securities, (c) the membership of the board of directors of the COMPANY Corporation or the BANK Bank changes as the result of a contested election, such that individuals who were directors at the beginning of any twenty-four (24) month period (whether commencing before or after the date of adoption of this Agreement) do not constitute a majority of the Board at the end of such period, or (d) shareholders of the COMPANY Corporation or the BANK Bank approve a merger, consolidation, sale or disposition of all or substantially all of the COMPANY’s Corporation's or the BANK’s Bank's assets, or a plan of partial or complete liquidation. (c) EXECUTIVE shall not have the right to receive termination benefits pursuant to Section 3 hereof upon Termination for Cause. The term “"Termination for Cause” " shall mean termination because of EXECUTIVE’s 's intentional failure to perform stated duties, personal dishonesty, incompetence, willful misconduct, any breach of fiduciary duty involving personal profit, willful violation of any law, rule, regulation (other than traffic violations or similar offenses) or final cease and desist order, or any material breach of any material provision of this Agreement. In determining incompetence, the acts or omissions shall be measured against standards generally prevailing in the financial institutions savings institution industry. Notwithstanding the foregoing, EXECUTIVE shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to EXECUTIVE him a copy of a resolution duly adopted by the affirmative vote of not less than a majority three-fourths of the members of the Board at a meeting of the Board called and held for that purposepurpose (after reasonable notice to EXECUTIVE and an opportunity for him, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, EXECUTIVE was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. EXECUTIVE shall not have the right to receive compensation or other benefits for any period after Termination for Cause.