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 of the Company (as herein defined) followed at any time during the term of this Agreement 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. Upon the occurrence of a Change in Control, Executive shall have the right to elect to voluntarily terminate his employment at any time during the term of this Agreement following any demotion, loss of title, office or significant authority, reduction in his annual compensation or benefits, or relocation of his principal place of employment by more than 30 miles from its location immediately prior to the Change in Control. (b) For purposes of this Plan, a “Change in Control” of the Association or Company shall mean an event of a nature that: (i) would be required to be reported in response to Item 1(a) of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”); or (ii) results in a Change in Control of the Bank or the Company within the meaning of the Home Owners’ Loan Act 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 (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS); or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (A) any “person” (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Bank or the Company representing 20% or more of the Bank’s or the Company’s outstanding securities except for any securities of the Bank purchased by the Company in connection with the conversion of the Bank to the stock form and any securities purchased by any employee benefit plan of the Bank or the Company, or (B) individuals who constitute the Board on the date hereof (the “Incumbent Board”) cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Company’s stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes of this clause (B), considered as though he were a member of the Incumbent Board, or (C) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Bank or the Company or similar transaction occurs in which the Bank or Company is not the resulting entity, or (D) a proxy statement shall be distributed soliciting proxies from stockholders of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or Bank with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Bank or the Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities of the Bank or Company then outstanding. (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 a material loss to the Company or one of its affiliates caused by the Executive’s intentional failure to perform stated duties, personal dishonesty, incompetence, 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 this Agreement. For purposes of this Section, no act, or the failure to act, on Executive’s part shall be “willful” unless done, or omitted to be done, not in good faith and without reasonable belief that the action or omission was in the best interest of the Company or its affiliates. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths of the members of the Board at a meeting of the Board called and held for that purpose (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. 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 Company Bank (as herein defined) followed at any time during the term of this Agreement 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. Upon the occurrence of a Change in Control, Executive shall have the right to elect to voluntarily terminate his employment at any time during the term of this Agreement following any demotion, loss of title, office or significant authority, reduction in his annual compensation or benefits, or relocation of his principal place of employment by more than 30 miles from its location immediately prior to the Change in Control. (b) For A "Change in Control" of the Bank or the Company shall mean: (1) a reorganization, merger, merger conversion, consolidation or sale of all or substantially all of the assets of the Bank, the Company or the Stock Holding Company, or a similar transaction in which the Bank, the Company or the Stock Holding Company is not the resulting entity and that is not approved by a majority of the Board of Directors of the Bank, the Company or the Stock Holding Company; (2) individuals who constitute the Incumbent Board of the Bank, the Company, or the Stock Holding Company cease for any reason to constitute 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-fourths of the directors composing the Incumbent Board or whose nomination for election by the Bank's or Company's stockholders or members was approved by the same nominating committee serving under the Incumbent Board shall be, for purposes of this PlanSection, considered as though he were a member of the Incumbent Board; or (3) an acquisition of "control" of the Bank or the Company as defined in the Bank Holding Company Act of 1956, as amended and applicable rules and regulations promulgated thereunder as in effect at the time of the Change in Control (collectively, the "BHCA"), as determined by the Board of Directors of the Bank or the Company; or (4) an acquisition of the Bank's stock requiring submission of notice under the change in Bank Control Act; provided, however, that a Change in Control shall not be deemed to have occurred under (1), (3) or (4) of this section if the transaction(s) constituting a Change in Control is approved by a majority of the Board of Directors of the Bank or the Company, as the case may be. (5) In the event that the Company converts to the Stock Holding Company on a stand-alone basis, a “"Change in Control” " of the Association Bank or the Stock Holding Company (a) shall mean an event of a nature that: (i) that would be required to be reported in response to Item 1(a) 1 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “"Exchange Act”"); , or (ii) results in a Change in Control of the Bank or the Stock 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 (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS)BHCA; or (iiib) without limitation such a Change in Control shall be deemed to have occurred at such time as (Ai) any “"person” " (as the term is used in Sections Section 13(d) and 14(d) of the Exchange Act) other than the Stock Holding Company is or becomes the “a "beneficial owner” " (as defined in Rule 13d-3 13- d under the Exchange Act), ) directly or indirectly, of securities of the Bank or the Company representing 2025% or more of the Bank’s or the Company’s 's outstanding securities ordinarily having the right to vote at the election of directors except for any securities of the Bank purchased received by the Stock Holding Company in connection with the conversion of the Bank to the stock form Reorganization and any securities purchased by any the Bank's employee benefit stock ownership plan and trust shall not be counted in determining whether such plan is the beneficial owner of more than 25% of the Bank or the CompanyBank's securities, or (B) individuals who constitute the Board on the date hereof (the “Incumbent Board”) cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Company’s stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes of this clause (B), considered as though he were a member of the Incumbent Board, or (C) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Bank or the Company or similar transaction occurs in which the Bank or Company is not the resulting entity, or (Dii) a proxy statement shall be distributed soliciting proxies from stockholders of the CompanyBank, by someone other than the current management of the CompanyBank, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Stock Holding Company of the Bank or Bank similar transaction with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such the plan or transaction are exchanged for or converted into cash or property or securities not issued by the Bank or the Company shall be distributedStock Holding Company, or (Eiii) a tender offer is made for 2025% or more of the voting securities of the Bank and the shareholders owning beneficially or Company then outstanding. (c) Executive shall not of record 25% or more of the outstanding securities of the Bank have the right tendered or offered to receive termination benefits sell their shares pursuant to Section 3 hereof upon Termination for Cause. The term “Termination for Cause” shall mean termination because of a material loss to the Company or one of its affiliates caused such tender offer and such tendered shares have been accepted by the Executive’s intentional failure to perform stated dutiestender offeror. Notwithstanding, personal dishonesty, incompetence, 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 this Agreement. For purposes of this Section, no act, or the failure to act, on Executive’s part shall be “willful” unless done, or omitted to be done, not in good faith and without reasonable belief that the action or omission was in the best interest of the Company or its affiliates. Notwithstanding the foregoing, Executive a "Change in Control" of the Bank or the Company shall not be deemed to have been terminated for Cause unless and until there shall have been delivered occurred if the Company ceases to him a copy own at least 51% of a resolution duly adopted by the affirmative vote all outstanding shares of not less than three-fourths stock of the members Bank in connection with a conversion of the Board at a meeting of the Board called and held for that purpose (after reasonable notice Company from mutual 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. The Executive shall not have the right to receive compensation or other benefits for any period after Termination for Causestock form.

PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL. (a) Upon the occurrence of a Change in Control of the Holding Company (as herein defined) followed at any time during the term of this Agreement 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. Upon the occurrence of a Change in Control, Executive shall have the right to elect to voluntarily terminate his employment at any time during the term of this Agreement following any demotion, loss of title, office or significant authority, reduction in his annual compensation or benefitscompensation, or relocation of his principal place of employment by more than 30 50 miles from its location immediately prior to the Change in Control. (b) For purposes Definition of this Plan, a Change in Control. A “Change in Control” of the Association Bank or the Holding Company shall mean an event a change in control of a nature that: (i) would be required to be reported in response to Item 1(a) 1 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”); or or (ii) results in a Change in Control of the Bank or the Holding Company within the meaning of the Home Owners’ 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 (provided, that in applying the definition including Section 574 of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS)such regulations; or (iii) without limitation limitation, such a Change in Control shall be deemed to have occurred at such time as (Aa) any “person” (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities or makes an offer to purchase securities of the Bank or the Holding Company representing 20% or more of the Bank’s or the Holding Company’s outstanding securities securities, except for any securities of the Bank purchased by the Holding Company in connection with the conversion of the Bank to the stock form and any securities purchased by any the Bank’s employee benefit stock ownership plan of the Bank or the Company, and trust; or (Bb) 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 stockholders shareholders was approved by the same Holding Company’s Nominating Committee serving under an Incumbent BoardCommittee, shall be, for purposes of this clause (Bb), considered as though he were a member of the Incumbent Board, ; or (Cc) a plan of reorganization, merger, consolidation, consolidation or sale of all or substantially all the assets of the Bank or the Holding Company or similar transaction occurs in which the Bank or Company is not the resulting entity, occurs; or (Dd) a proxy statement shall be distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of the reorganization, merger or consolidation of the Holding Company or Bank with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction the Plan are exchanged for or converted into cash or property or securities not issued by the Bank or the Company shall be distributed, Holding Company; or (Ee) a tender offer is made for 20% or more of the voting 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 then outstandingby a person, as defined in the OTS’ Acquisition of Control Regulations (12 C.F.R. (S) 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 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 a material loss to the Company or one of its affiliates caused by the Executive’s upon intentional failure to perform stated duties, personal dishonesty, incompetence, dishonesty which results in loss to the Holding Company or one of 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 this Agreement. For purposes of this Section, no act, or the failure to act, on Executive’s part shall be “willful” unless done, or omitted to be done, not in good faith and without reasonable belief that the action or omission was in the best interest of the Holding Company or its affiliates. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths of the members of the Board at a meeting of the Board called and held for that purpose (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 termination for Cause and specifying the particulars thereof in detail. 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 pursuant to Section 9 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 Holding Company (as herein defined) followed at any time during the term of this Agreement 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. Upon the occurrence of a Change in Control, Executive shall have the right to elect to voluntarily terminate his employment at any time during the term of this Agreement following any demotion, loss of title, office or significant authority, reduction in his annual compensation or benefitscompensation, or relocation of his principal place of employment by more than 30 50 miles from its location immediately prior to the Change in Control. (b) For purposes Definition of this Plan, a Change in Control. A “Change in Control” of the Association Bank or the Holding Company shall mean an event a change in control of a nature that: (i) would be required to be reported in response to Item 1(a) 1 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”); or or (ii) results in a Change in Control of the Bank or the Holding Company within the meaning of the Home Owners’ 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 (provided, that in applying the definition including Section 574 of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS)such regulations; or (iii) without limitation limitation, such a Change in Control shall be deemed to have occurred at such time as (Aa) any “person” (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities or makes an offer to purchase securities of the Bank or the Holding Company representing 20% or more of the Bank’s or the Holding Company’s outstanding securities securities, except for any securities of the Bank purchased by the Holding Company in connection with the conversion of the Bank to the stock form and any securities purchased by any the Bank’s employee benefit stock ownership plan of the Bank or the Company, and trust; or (Bb) 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 stockholders shareholders was approved by the same Holding Company’s Nominating Committee serving under an Incumbent BoardCommittee, shall be, for purposes of this clause (Bb), considered as though he were a member of the Incumbent Board, ; or (Cc) a plan of reorganization, merger, consolidation, consolidation or sale of all or substantially all the assets of the Bank or the Holding Company or similar transaction occurs in which the Bank or Company is not the resulting entity, occurs; or (Dd) a proxy statement shall be distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of the reorganization, merger or consolidation of the Holding Company or Bank with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction the Plan are exchanged for or converted into cash or property or securities not issued by the Bank or the Company shall be distributed, Holding Company; or (Ee) a tender offer is made for 20% or more of the voting 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 then outstandingby a person, as defined in the OTS’ Acquisition of Control Regulations (12 C.F.R. (S) 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 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 a material loss to the Company or one of its affiliates caused by the Executive’s intentional failure to perform stated duties, personal dishonesty, incompetence, 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 this Agreement. For purposes of this Section, no act, or the failure to act, on Executive’s part shall be “willful” unless done, or omitted to be done, not in good faith and without reasonable belief that the action or omission was in the best interest of the Company or its affiliates. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths of the members of the Board at a meeting of the Board called and held for that purpose (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. The Executive shall not have the right to receive compensation or other benefits for any period after Termination for Cause.Termination

PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL. (a) Upon the occurrence of a Change in Control of the Company (as herein defined) of the Bank or the Company followed at any time during the term of this Agreement by the voluntary or involuntary termination terminati6n of Executive’s 's employment, other than for Cause, Cause as defined in Section 2(c) hereof, the provisions of Section 3 shall apply. Upon the occurrence of a Change in Control, Executive shall have the right to elect to voluntarily terminate his employment at any time during the term of this Agreement following any demotion, loss of title, office or significant authority, reduction in his or her annual compensation or benefitssalary, or relocation of his or her principal place of employment by more than 30 miles from its location immediately prior to the Change in Control, unless any of the foregoing have been consented to by Executive. (b) For purposes of this PlanAgreement, a “"Change in Control” of the Association or Company shall mean an event of a nature that: (i) would be required to be reported in response to Item 1(a) of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”); or (ii) results in a Change in Control " of the Bank or the Company within the meaning of the Home Owners’ Loan Act 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 (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS); or (iii) without limitation such a Change in Control shall be deemed to have occurred at occur if and when (i) an offeror other than the Company purchases shares of the common stock of the Company or capital stock of the Bank pursuant to a tender or exchange offer for such time as shares, (Aii) any “person” person (as the such term is used in Sections 13(d) and 14(d14(d)(2) of the Securities Exchange ActAct of 1934) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Bank Company or the Company Bank representing 2025% or more of the Bank’s combined voting power of the Company's or the Company’s Bank's then outstanding securities except for any securities securities, (iii) the membership of the Bank purchased by board of directors of the Company in connection with the conversion of or the Bank to changes as the stock form and result of a contested election, such that individuals who were directors at the beginning of any securities purchased by any employee benefit plan twenty-four month period (whether commencing before or after the date of adoption of this Plan) do not constitute a majority of such board at the Bank or the Companyend of such period, or (Biv) 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 shareholders of the directors comprising Company or 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 Bank approve a member of the Incumbent Board, or (C) a plan of reorganization, merger, consolidation, sale or disposition of all or substantially all the assets of the Bank or the Company or similar transaction occurs in which the Bank or Company is not the resulting entity, or (D) a proxy statement shall be distributed soliciting proxies from stockholders of the Company's or the Bank's assets, by someone other than the current management of the Company, seeking stockholder approval of or a plan of reorganization, merger partial or consolidation 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 such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Bank or the Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities of the Bank or Company then outstandingcomplete 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 a material loss to the Company or one of its affiliates caused by the Executive’s 's personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, personal dishonesty, incompetence, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease and cease-and-desist order, or material breach of any material breach provision of this Agreement. For purposes of this Section, no act, or the failure to act, on Executive’s 's part shall be “"willful” " unless done, or omitted to be done, not in good faith and without reasonable belief that the action or omission was in the best interest of the Company Bank or its affiliates. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated Terminated for Cause unless and until there shall have been delivered to him a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths of the members of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to the Executive and an opportunity for him, together with counsel, to be heard before the BoardBoard 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, the Executive was guilty of engaged in the conduct justifying Termination for Cause and specifying the particulars thereof in detailreasons thereof. 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 Bank or the Company (as herein defined) followed at any time during the term of this Agreement by (i) the voluntary or involuntary termination of Executive’s 's employment, other than for Cause, as defined in Section 2(c) hereof, or (ii) the provisions voluntary termination of Section 3 shall apply. Upon the occurrence of a Change in Control, Executive shall have the right to elect to voluntarily terminate his Executive's employment at any time during the term of this Agreement following any demotion, loss of title, office or significant authority, reduction in his annual compensation or benefits, or relocation of his principal place of employment by more than 30 miles from its location immediately prior to the Change in Control, then the provisions of Section 3 shall apply. (b) For purposes of this Plan, a “A "Change in Control” " of the Association Bank or the Company shall mean an event a change in control of a nature that: (i) would be required to be reported in response to Item 1(a) of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 0000 (the “Exchange Act”xxx "Xxxxxxxx Xxx"); or (ii) results in a Change in Control of the Bank or the Company within the meaning of the Home Owners’ Owners Loan Act of 1933 Act, as amended ("HOLA"), and the Rules applicable rules and Regulations regulations promulgated by the Office of Thrift Supervision (or its predecessor agency)thereunder, as in effect on at the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations time of the OTS, the Board shall substitute its judgment for that of the OTS)Change in Control; or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (Aa) any “"person” " (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “"beneficial owner” " (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Bank or the Company representing 2025% or more of the Bank’s or the combined voting power of Company’s 's outstanding securities except for any securities of the Bank purchased by the Company in connection with the conversion of the Bank to the Bank's employee stock form and any securities purchased by any employee benefit ownership plan of the Bank or the Company, trust; or (Bb) individuals who constitute the Board on the date hereof (the “"Incumbent Board”") cease for any reason to constitute at least a majority thereof, provided 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 's stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes of this clause (Bb), considered as though he were a member of the Incumbent Board, ; or (Cc) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Bank or the Company or similar transaction occurs in which the Bank or Company is not the resulting entity, surviving institution occurs; or (Dd) a proxy statement shall be distributed soliciting proxies from stockholders of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or Bank similar transaction with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction the Plan are to be exchanged for or converted into cash or property or securities not issued by the Bank or the Company shall be distributed, Company; or (Ee) a tender offer is made for 2025% or more of the voting securities of the Bank Company and the shareholders owning beneficially or of record 25% or more of the outstanding securities of the Company then outstandinghave 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 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 a material loss to the Company or one of its affiliates caused by the 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. For purposes of this SectionIn determining incompetence, no act, the acts or the failure to act, on Executive’s part omissions shall be “willful” unless done, or omitted to be done, not in good faith and without reasonable belief that the action or omission was measured against standards generally prevailing in the best interest of the Company or its affiliatessavings 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 him a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths of the members of the Board at a meeting of the Board called and held for that purpose (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. 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 Association or the Company (as herein defined) followed at any time during the term of this Agreement 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. Upon the occurrence of a Change in Control, Executive shall have the right to elect to voluntarily terminate his employment at any time during the term of this Agreement following any demotion, loss of title, office or significant authority, reduction in his annual compensation or benefits, or relocation of his principal place of employment by more than 30 miles from its location immediately prior to the Change in Control. (b) For purposes of this Plan, a “"Change in Control” " of the Association or Company shall mean an event of a nature that: (i) would be required to be reported in response to Item 1(a) of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 0000 (the “Exchange Act”xxx "Xxxxxxxx Xxx"); or (ii) results in a Change in Control of the Bank Association or the 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 (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS); or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (A) any “"person” " (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “"beneficial owner” " (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Bank Association or the Company representing 20% or more of the Bank’s Association's or the Company’s 's outstanding securities except for any securities of the Bank Association purchased by the Company in connection with the conversion of the Bank Association to the stock form and any securities purchased by any employee benefit plan of the Bank or the CompanyAssociation, 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 's stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes of this clause (B), considered as though he were a member of the Incumbent Board, or (C) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Bank Association or the Company or similar transaction occurs in which the Bank Association or Company is not the resulting entity, or (D) a proxy statement shall be distributed soliciting proxies from stockholders of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or Bank with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Bank or the Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities of the Bank or Company then outstanding. (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 a material loss to the Company or one of its affiliates caused by the Executive’s 's personal dishonesty, incompetence, willful misconduct, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, personal dishonesty, incompetence, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease and cease-and-desist order, or material breach of any material breach provision of this Agreement. For purposes of this SectionIn determining incompetence, no act, the acts or the failure to act, on Executive’s part omissions shall be “willful” unless done, or omitted to be done, not in good faith and without reasonable belief that the action or omission was measured against standards generally prevailing in the best interest of the Company or its affiliatessavings institutions industry. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated Terminated for Cause unless and until there shall have been delivered to him a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths of the members a majority of the Board of Directors of the Association at a meeting of the Board called and held for that purpose (after reasonable notice to the Executive and an opportunity for him, together with counsel, to be heard before the BoardBoard 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, the Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. 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 Association, 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 of the Company (as herein defined) followed at any time during the term of this Agreement 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. Upon the occurrence of a Change in Control, Executive shall have the right to elect to voluntarily terminate his employment at any time during the term of this Agreement following any demotion, loss of title, office or significant authority, reduction in his annual compensation or benefits, or relocation of his principal place of employment by more than 30 miles from its location immediately prior to the Change in Control. (b) For purposes of this Plan, a “"Change in Control” " of the Association or Company shall mean an event of a nature that: (i) would be required to be reported in response to Item 1(a) of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 0000 (the “Exchange Act”xxx "Xxxxxxxx Xxx"); or (ii) results in a Change in Control of the Bank Association or the 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 (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS); or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (A) any “"person” " (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “"beneficial owner” " (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Bank Association or the Company representing 20% or more of the Bank’s Association's or the Company’s 's outstanding securities except for any securities of the Bank Association purchased by the Company in connection with the conversion of the Bank Association to the stock form and any securities purchased by any employee benefit plan of the Bank Association or the Company, 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 's stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes of this clause (B), considered as though he were a member of the Incumbent Board, or (C) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Bank Association or the Company or similar transaction occurs in which the Bank Association or Company is not the resulting entity, or (D) a proxy statement shall be distributed soliciting proxies from stockholders of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or Bank Association with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Bank Association or the Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities of the Bank Association or Company then outstanding. (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 a material loss to the Company or one of its affiliates caused by the Executive’s 's intentional failure to perform stated duties, personal dishonesty, incompetence, 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 this Agreement. For purposes of this Section, no act, or the failure to act, on Executive’s 's part shall be “"willful” " unless done, or omitted to be done, not in good faith and without reasonable belief that the action or omission was in the best interest of the Company or its affiliates. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths of the members of the Board at a meeting of the Board called and held for that purpose (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. 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 of the Company (as herein defined) of the Bank followed at any time during the term of this Agreement by the voluntary or involuntary termination of Executive’s employment, other than for Cause, as defined in Section 2(cwithin four (4) hereof, the provisions of Section 3 shall apply. Upon the occurrence months of a Change in Control, Executive shall have the right to elect to voluntarily terminate his employment at any time and during the term of this Agreement following any demotionAgreement, loss by either (i) the involuntary termination by the Bank, or a successor or assignee of titlethe Bank, office of Executive’s full-time employment, other than for Cause as defined in Section 3(c) hereof, or significant authority(ii) unless consented to by the Executive, acts or events constituting a “voluntary termination” of Executive’s employment resulting from one or more of: (a) a material change in Executive’s function, duties, or responsibilities, which change would cause Executive’s position to become one of lesser responsibility and importance, (b) reduction in his his/her annual compensation or benefitscompensation, or (c) unless consented to by Executive, a relocation of his her principal place of employment by more than 30 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) For purposes of this PlanAgreement, a “Change in Control” of the Association or Company Bank shall mean an event of a nature that: (i) would be required to be reported in response to Item 1(a) of merger or consolidation where the current report on Form 8-KBank is not the consolidated or surviving bank, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”); or (ii) results in a Change in Control of the Bank or the Company within the meaning of the Home Owners’ Loan Act 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 (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS); or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (A) any “person” (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Bank or the Company representing 20% or more of the Bank’s or the Company’s outstanding securities except for any securities of the Bank purchased by the Company in connection with the conversion of the Bank to the stock form and any securities purchased by any employee benefit plan of the Bank or the Company, or (B) individuals who constitute the Board on the date hereof (the “Incumbent Board”) cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Company’s stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes of this clause (B), considered as though he were a member of the Incumbent Board, or (C) a plan of reorganization, merger, consolidation, sale transfer of all or substantially all of the assets of the Bank Bank, (iii) voluntary or the Company or similar transaction occurs in which the Bank or Company is not the resulting entity, or (D) a proxy statement shall be distributed soliciting proxies from stockholders of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or Bank with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Bank or the Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities involuntary dissolution of the Bank or Company then outstanding(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 control 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 shareholders become shareholders of the new entity or a termination described in Section 8 hereof “Required Regulatory Provisions”. (c) 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 a material loss to the Company or one of its affiliates caused by the Executive’s personal dishonesty, incompetence, willful misconduct, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, personal dishonesty, incompetence, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease and cease-and-desist order, or material breach of any material breach provision of this Agreement. For purposes of this SectionIn determining incompetence, no act, the acts or the failure to act, on Executive’s part omissions shall be “willful” unless done, or omitted to be done, not in good faith and without reasonable belief that the action or omission was measured against standards generally prevailing in the best interest of the Company or its affiliatesbanking industry. Notwithstanding the foregoingFollowing his/her Termination for Cause, Executive shall not be deemed have a right to have been terminated a hearing for Cause unless reinstatement and until there shall have been delivered to him a copy the provision of a resolution duly adopted by the affirmative vote of not less than three-fourths of the members of the Board back pay and benefits at a meeting of the Board of Directors called and held for that purpose (after reasonable notice to the Executive and an opportunity for himhis/her, together with counsel, to be heard before the BoardBoard at such meeting and which such meeting shall be held not more than 30 days from the date of notice of termination), finding that . If in the good faith opinion of the Board, the Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. The 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 of the Company (as herein defined) of the Bank or the Company followed at any time during the term of this Agreement by (i) the voluntary or involuntary termination of Executive’s 's employment, other than for Cause, as defined in Section 2(c) hereof, or (ii) the provisions voluntary termination of Section 3 shall apply. Upon the occurrence of a Change in Control, Executive shall have the right to elect to voluntarily terminate his Executive's employment at any time during the term of this Agreement following any demotion, loss of title, office or significant authority, reduction in his annual compensation or benefits, or relocation of his principal place of employment by more than 30 miles from its location immediately prior to the Change in Control, then the provisions of Section 3 shall apply. (b) For purposes of this Plan, a “A "Change in Control” " of the Association Bank or the Company shall mean an event a change in control of a nature that: (i) would be required to be reported in response to Item 1(a) of the current report on Form 8-8- K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 0000 (the “Exchange Act”xxx "Xxxxxxxx Xxx"); or (ii) results in a Change in Control of the Bank or the Company within the meaning of the Home Owners’ Loan Bank Holding Company Act of 1933 1956, as amended, and the Rules applicable rules and Regulations regulations promulgated by the Office of Thrift Supervision (or its predecessor agency)thereunder, as in effect on at the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations time of the OTSChange in Control (collectively, the Board shall substitute its judgment for that of the OTS"BHCA"); or or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (Aa) any “"person” " (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “"beneficial owner” " (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Bank or the Company representing 2025% or more of the Bank’s or the combined voting power of Company’s 's outstanding securities except for any securities of the Bank purchased by the Company in connection with the conversion of the Bank to the Bank's employee stock form and any securities purchased by any employee benefit ownership plan of the Bank or the Company, trust; or (Bb) 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 's stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes of this clause (Bb), considered as though he were a member of the Incumbent Board, ; or (Cc) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Bank or the Company or similar transaction occurs in which the Bank or Company is not the resulting entity, surviving institution occurs; or (Dd) a proxy statement shall be distributed soliciting proxies from stockholders of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or Bank similar transaction with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such the plan or transaction are to be exchanged for or converted into cash or property or securities not issued by the Bank or the Company shall be distributed, Company; or (Ee) a tender offer is made for 2025% or more of the voting securities of the Bank Company and the shareholders owning beneficially or of record 25% or more of the outstanding securities of the Company then outstandinghave 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 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 a material loss to the Company or one of its affiliates caused by the 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. For purposes of this SectionIn determining incompetence, no act, the acts or the failure to act, on Executive’s part omissions shall be “willful” unless done, or omitted to be done, not in good faith and without reasonable belief that the action or omission was measured against standards generally prevailing in the best interest of the Company or its affiliatessavings 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 him a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths of the members of the Board at a meeting of the Board called and held for that purpose (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. 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 Company (as herein defined) of the Bank or the Company followed at any time during the term of this Agreement by the voluntary or involuntary termination of Executive’s 's employment, other than for Cause, Cause as defined in Section 2(c) hereof, the provisions of Section 3 shall apply. Upon the occurrence of a Change in Control, Executive shall have the right to elect to voluntarily terminate his employment at any time during the term of this Agreement following any demotion, loss of title, office or significant authority, reduction in his or her annual compensation or benefitssalary, or relocation of his or her principal place of employment by more than 30 miles from its location immediately prior to the Change in Control, unless any of the foregoing have been consented to by Executive. (b) For purposes of this PlanAgreement, a “"Change in Control” of the Association or Company shall mean an event of a nature that: (i) would be required to be reported in response to Item 1(a) of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”); or (ii) results in a Change in Control " of the Bank or the Company within the meaning of the Home Owners’ Loan Act 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 (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS); or (iii) without limitation such a Change in Control shall be deemed to have occurred at occur if and when (i) an offeror other than the Company purchases shares of the common stock of the Company or capital stock of the Bank pursuant to a tender or exchange offer for such time as shares, (Aii) any “person” person (as the such term is used in Sections 13(d) and 14(d14(d)(2) of the Securities Exchange ActAct of 1934) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Bank Company or the Company Bank representing 2025% or more of the Bank’s combined voting power of the Company's or the Company’s Bank's then outstanding securities except for any securities securities, (iii) the membership of the Bank purchased by board of directors of the Company in connection with the conversion of or the Bank to changes as the stock form and result of a contested election, such that individuals who were directors at the beginning of any securities purchased by any employee benefit plan twenty-four month period (whether commencing before or after the date of adoption of this Plan) do not constitute a majority of such board at the Bank or the Companyend of such period, or (Biv) 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 shareholders of the directors comprising Company or 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 Bank approve a member of the Incumbent Board, or (C) a plan of reorganization, merger, consolidation, sale or disposition of all or substantially all the assets of the Bank or the Company or similar transaction occurs in which the Bank or Company is not the resulting entity, or (D) a proxy statement shall be distributed soliciting proxies from stockholders of the Company's or the Bank's assets, by someone other than the current management of the Company, seeking stockholder approval of or a plan of reorganization, merger partial or consolidation 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 such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Bank or the Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities of the Bank or Company then outstandingcomplete 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 a material loss to the Company or one of its affiliates caused by the Executive’s 's personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, personal dishonesty, incompetence, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease and cease-and-desist order, or material breach of any material breach provision of this Agreement. For purposes of this Section, no act, or the failure to act, on Executive’s 's part shall be “"willful” " unless done, or omitted to be done, not in good faith and without reasonable belief that the action or omission was in the best interest of the Company Bank or its affiliates. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated Terminated for Cause unless and until there shall have been delivered to him a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths of the members of the Board at a meeting of the Board called and held for that purpose (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, the Executive was guilty of engaged in the conduct justifying Termination for Cause and specifying the particulars thereof in detailreasons thereof. 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 at any time during the term of this Agreement 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. Upon the occurrence of a Change in Control, Executive shall have the right to elect to voluntarily terminate his employment at any time during the term of this Agreement following any demotion, loss of title, office or significant authority, reduction in his annual compensation or benefitscompensation, or relocation of his principal place of employment by more than 30 50 miles from its location immediately prior to the Change in Control. (b) For purposes Definition of this Plan, a Change in Control. A “Change in Control” of the Association Bank or the Holding Company shall mean an event a change in control of a nature that: : (i) would be required to be reported in response to Item 1(a) 1 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”); or or (ii) results in a Change in Control of the Bank or the Holding Company within the meaning of the Home Owners’ 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 (provided, that in applying the definition including Section 574 of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS)such regulations; or or (iii) without limitation limitation, such a Change in Control shall be deemed to have occurred at such time as (Aa) any “person” (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities or makes an offer to purchase securities of the Bank or the Holding Company representing 20% or more of the Bank’s or the Holding Company’s outstanding securities securities, except for any securities of the Bank purchased by the Holding Company in connection with the conversion of the Bank to the stock form and any securities purchased by any the Bank’s employee benefit stock ownership plan of the Bank or the Company, and trust; or (Bb) 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 stockholders shareholders was approved by the same Holding Company’s Nominating Committee serving under an Incumbent BoardCommittee, shall be, for purposes of this clause (Bb), considered as though he were a member of the Incumbent Board, ; or (Cc) a plan of reorganization, merger, consolidation, consolidation or sale of all or substantially all the assets of the Bank or the Holding Company or similar transaction occurs in which the Bank or Company is not the resulting entity, occurs; or (Dd) a proxy statement shall be distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of the reorganization, merger or consolidation of the Holding Company or Bank with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction the Plan are exchanged for or converted into cash or property or securities not issued by the Bank or the Company shall be distributed, Holding Company; or (Ee) a tender offer is made for 20% or more of the voting 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 then outstandingby 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 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 a material loss to the Company or one of its affiliates caused by the Executive’s upon intentional failure to perform stated duties, personal dishonesty, incompetence, dishonesty which results in loss to the Holding Company or one of 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 this Agreement. For purposes of this Section, no act, or the failure to act, on Executive’s part shall be “willful” unless done, or omitted to be done, not in good faith and without reasonable belief that the action or omission was in the best interest of the Holding Company or its affiliates. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths of the members of the Board at a meeting of the Board called and held for that purpose (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 termination for Cause and specifying the particulars thereof in detail. 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.