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

PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL. This Agreement provides for certain payments and benefits to Executive only in the event of Change in Control followed by a termination of Executive's services as described in this Agreement. (a) Upon the occurrence of a Change in Control of the Company or the Bank (as herein defined) followed at any time during the term of this Agreement by Executive's voluntary termination of employment in accordance with this Section 2(a) or involuntary termination of the Executive's employment, other than for Just Cause (as defined in Section 2(c) hereof), the provisions of Section 3 shall apply. Upon the occurrence of a Change in Control, the Executive shall have the right to elect to voluntarily terminate his employment at any time during the term of this Agreement following a demotion, loss of title, office or significant authority (in each case, other than as a result of the fact that either the Bank or the Company is merged into another entity in connection with the Change in Control and will not operate as a stand-alone, independent entity), a 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) A "Change in Control" of the Company or the Bank shall mean a change in control of a nature that: (i) would be required to be reported in response to Item 1(a) of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"); or (ii) results in a Change in Control of xxx Xxxxxxx xx xxx Xxxx xithin the meaning of the Bank Holding Company Act, as amended, and applicable rules and regulations promulgated thereunder (collectively, the "BHCA") as in effect at the time of the Change in Control; or (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 representing 25% or more of the combined voting power of Company's outstanding securities, except for any securities purchased by the Bank's employee stock ownership plan or trust; or (b) individuals who constitute the Board on the date hereof (the "Incumbent Board") cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes of this clause (b), considered as though he were a member of the Incumbent Board; or (c) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Company or the Bank or similar transaction in which the Company or Bank is not the surviving institution occurs; or (d) a proxy statement soliciting proxies from stockholders of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or 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. Notwithstanding anything in this subsection to the contrary, a Change in Control shall not be deemed to have occurred upon the conversion of the Company's mutual holding company parent to stock form, or in connection with any reorganization used to effect such a conversion. (c) Even if a Change in Control shall occur, the Executive shall not have the right to receive termination benefits pursuant to Section 3 hereof upon termination for Just Cause. The phrase "Just Cause" as used herein, shall exist when there has been a good faith determination by the Board that there shall have occurred one or more of the following events with respect to the Executive: (i) the conviction of the Executive of a felony or of any lesser criminal offense involving moral turpitude; (ii) the willful commission by the Executive of a criminal or other act that, in the judgment of the Board will likely cause substantial economic damage to the Company or the Bank or substantial injury to the business reputation of the Company or Bank; (iii) the commission by the Executive of an act of fraud in the performance of his duties on behalf of the Company or Bank; (iv) the continuing willful failure of the Executive to perform his duties to the Company or Bank (other than any such failure resulting from the Executive's incapacity due to physical or mental illness) after written notice thereof (specifying the particulars thereof in reasonable detail) and a reasonable opportunity to be heard and cure such failure are given to the Executive by the Board; or (v) an order of a federal or state regulatory agency or a court of competent jurisdiction requiring the termination of the Executive's employment by the Company. Notwithstanding the foregoing, Just Cause shall not be deemed to exist unless there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of conduct described above and specifying the particulars thereof. Prior to holding a meeting at which the Board is to make a final determination whether Just Cause exists, if the Board determines in good faith at a meeting of the Board, by not less than a majority of its entire membership, that there is probable cause for it to find that the Executive was guilty of conduct constituting Just Cause as described above, the Board may suspend the Executive from his duties hereunder for a reasonable period of time not to exceed fourteen (14) days pending a further meeting at which the Executive shall be given the opportunity to be heard before the Board. For purposes of this subparagraph, no act or failure to act, on the Executive's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith without reasonable believe that his action or omission was in the best interest of the Company and the Bank. Upon a finding of Just Cause, the Board shall deliver to the Executive a Notice of Termination, as more fully described in Section 4 below.

PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL. This Agreement provides for certain payments and benefits to Executive only in the event of Change in Control followed by a termination of Executive's ’s services as described in this Agreement. (a) Upon the occurrence of a Change in Control of the Company or the Bank (as herein defined) followed at any time during the term of this Agreement by Executive's ’s voluntary termination of employment in accordance with this Section 2(a) or involuntary termination of the Executive's ’s employment, other than for Just Cause (as defined in Section 2(c) hereof), the provisions of Section 3 shall apply. Upon the occurrence of a Change in Control, the Executive shall have the right to elect to voluntarily terminate his employment at any time during the term of this Agreement following a demotion, loss of title, office or significant authority (in each case, other than as a result of the fact that either the Bank or the Company is merged into another entity in connection with the Change in Control and will not operate as a stand-alone, independent entity), a 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) A "“Change in Control" ” of the Company or the Bank shall mean a change in control of a nature that: (i) would be required to be reported in response to Item 1(a) 5.01 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "“Exchange Act"”); or (ii) results in a Change in Control of xxx Xxxxxxx xx xxx Xxxx xithin the Company or the Bank within the meaning of the Bank Holding Company Act, as amended, and applicable rules and regulations promulgated thereunder (collectively, the "“BHCA"”) as in effect at the time of the Change in Control; or (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 representing 25% or more of the combined voting power of Company's ’s outstanding securities, except for any securities purchased by the Bank's ’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 date (c) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Company or the Bank or similar transaction in which the Company or Bank is not the surviving institution occurs; or or (d) a proxy statement soliciting proxies from stockholders of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or 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. Notwithstanding anything in this subsection to the contrary, a Change in Control shall not be deemed to have occurred upon the conversion of the Company's ’s mutual holding company parent to stock form, or in connection with any reorganization used to effect such a conversion. (c) Even if a Change in Control shall occur, the Executive shall not have the right to receive termination benefits pursuant to Section 3 hereof upon termination for Just Cause. The phrase "“Just Cause" ” as used herein, shall exist when there has been a good faith determination by the Board that there shall have occurred one or more of the following events with respect to the Executive: (i) the conviction of the Executive of a felony or of any lesser criminal offense involving moral turpitude; (ii) the willful commission by the Executive of a criminal or other act that, in the judgment of the Board will likely cause substantial economic damage to the Company or the Bank or substantial injury to the business reputation of the Company or Bank; (iii) the commission by the Executive of an act of fraud in the performance of his duties on behalf of the Company or Bank; (iv) the continuing willful failure of the Executive to perform his duties to the Company or Bank (other than any such failure resulting from the Executive's ’s incapacity due to physical or mental illness) after written notice thereof (specifying the particulars thereof in reasonable detail) and a reasonable opportunity to be heard and cure such failure are given to the Executive by the Board; or (v) an order of a federal or state regulatory agency or a court of competent jurisdiction requiring the termination of the Executive's ’s employment by the Company. Notwithstanding the foregoing, Just Cause shall not be deemed to exist unless there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of conduct described above and specifying the particulars thereof. Prior to holding a meeting at which the Board is to make a final determination whether Just Cause exists, if the Board determines in good faith at a meeting of the Board, by not less than a majority of its entire membership, that there is probable cause for it to find that the Executive was guilty of conduct constituting Just Cause as described above, the Board may suspend the Executive from his duties hereunder for a reasonable period of time not to exceed fourteen (14) days pending a further meeting at which the Executive shall be given the opportunity to be heard before the Board. For purposes of this subparagraph, no act or failure to act, on the Executive's ’s part shall be considered "“willful" ” unless done, or omitted to be done, by him not in good faith without reasonable believe that his action or omission was in the best interest of the Company and the Bank. Upon a finding of Just Cause, the Board shall deliver to the Executive a Notice of Termination, as more fully described in Section 4 below.

PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL. This Agreement provides for certain payments and benefits to Executive only in the event of Change in Control followed by a termination of Executive's ’s services with the Bank as described set forth in this Agreement. (a) Upon the occurrence of a Change in Control of the Company or the Bank (as herein defined) followed at any time during the term of this Agreement Agreement, followed by Executive's ’s voluntary termination of employment in accordance with this Section 2(a) ), or involuntary termination of the Executive's ’s employment, other than for Just Cause (as defined in Section 2(c) hereof), the provisions of Section 3 shall apply. Upon the occurrence of a Change in Control, the Executive shall have the right to elect to voluntarily terminate his employment with the Bank and the Company at any time during the term of this Agreement following a demotion, loss of title, office or significant authority (in each case, other than as a result of the fact that either the Bank or the Company is merged into another entity in connection with the Change in Control and will not operate as a stand-alone, independent entity), a reduction in his annual compensation or benefits, 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) A "“Change in Control" ” of the Company or the Bank shall mean mean (i) a change in control of a nature that: (i) that would be required to be reported in response to Item 1(a5.01(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 or (ii) results a change in a Change in Control control of xxx Xxxxxxx xx xxx Xxxx xithin the Bank or the Company within the meaning of the Bank Holding Company Home Owners Loan Act, as amendedamended (“HOLA”), and applicable rules and regulations promulgated thereunder (collectivelythereunder, the "BHCA") as in effect at the time of the Change in Control; or or (iii) without limitation such any of the following events, upon which a Change in Control shall be deemed to have occurred at such time as occurred: (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 Company representing 25% or more of the combined voting power of Company's ’s outstanding securities, securities except for any securities purchased by the Bank's ’s employee stock ownership plan or trust; or 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 subsection (bB), considered as though he were a member of the Incumbent Board; or or (cC) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Company Bank or the Bank Company, or a plan of reorganization, merger, consolidation, or similar transaction occurs in which the security holders of the Company or Bank is immediately prior to the consummation of the transaction do not own at least 50.1% of the securities of the surviving institution occursentity to be outstanding upon consummation of the transaction; or or (dD) a proxy statement is issued soliciting proxies from stockholders of the Company, Company by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or similar transaction with one or more corporations 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 or (eE) a tender offer is made for 25% or more of the voting securities of the Company and the shareholders owning beneficially or of record 25% or more of the outstanding securities of the Company have tendered or offered to sell their shares pursuant to such tender offer and such tendered shares have been accepted by the tender offeror. Notwithstanding anything in this subsection to the contrary, a Change in Control shall not be deemed to have occurred upon the conversion of the Company's mutual holding company parent to stock form, or in connection with any reorganization used to effect such a conversion. (c) Even if a Change in Control shall occur, the Executive shall not have the right to receive termination benefits pursuant to Section 3 hereof upon termination of employment for Just Cause. The phrase "Just “Cause" ” as used herein, shall exist when there has been a good faith determination by the Board that there shall have occurred one or more include termination because of the following events with respect to the Executive: (i) the conviction ’s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, material breach of the Executive Company’s or the Bank’s Code of a felony or Ethics, material violation of any lesser criminal offense involving moral turpitude; (ii) the willful commission by the Executive Xxxxxxxx-Xxxxx requirements for officers of a criminal or other act that, public companies that in the judgment reasonable opinion of the Board Chief Executive Officer will likely cause substantial economic damage financial harm or substantial injury to the Company reputation of the Bank or the Bank Company, willfully engaging in actions that in the reasonable opinion of the Chief Executive Officer will likely cause substantial financial harm or substantial injury to the business reputation of the Company Bank or Bank; (iii) the commission by the Executive of an act of fraud in the performance of his duties on behalf of the Company or Bank; (iv) the continuing willful Company, intentional failure of the Executive to perform his duties to the Company stated duties, willful violation of any law, rule or Bank regulation (other than routine traffic violations or similar offenses) or final cease-and-desist order, or material breach of any such failure resulting from the Executive's incapacity due to physical or mental illness) after written notice thereof (specifying the particulars thereof in reasonable detail) and a reasonable opportunity to be heard and cure such failure are given to the Executive by the Board; or (v) an order of a federal or state regulatory agency or a court of competent jurisdiction requiring the termination provision of the Executive's employment by the Company. Notwithstanding the foregoing, Just Cause shall not be deemed to exist unless there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of conduct described above and specifying the particulars thereof. Prior to holding a meeting at which the Board is to make a final determination whether Just Cause exists, if the Board determines in good faith at a meeting of the Board, by not less than a majority of its entire membership, that there is probable cause for it to find that the Executive was guilty of conduct constituting Just Cause as described above, the Board may suspend the Executive from his duties hereunder for a reasonable period of time not to exceed fourteen (14) days pending a further meeting at which the Executive shall be given the opportunity to be heard before the Board. For purposes of this subparagraph, no act or failure to act, on the Executive's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith without reasonable believe that his action or omission was in the best interest of the Company and the Bank. Upon a finding of Just Cause, the Board shall deliver to the Executive a Notice of Termination, as more fully described in Section 4 belowcontract.

PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL. This Agreement provides for certain payments and benefits to Executive only in the event of Change in Control followed by a termination of Executive's services as described in this Agreement. (a) Upon The provisions of this Agreement shall apply only upon the occurrence of a Change in Control of the Company Bank or the Bank Company (as herein defined) followed at any time during the term of this Agreement by Executive's voluntary termination of employment in accordance with this Section 2(a(i) or involuntary termination of the Executive's employment, other than Termination for Just Cause (Cause, as defined in Section 2(c5(c) hereof), or (ii) the provisions Executive's voluntary termination of Section 3 shall apply. Upon the occurrence of a Change in Control, the Executive shall have the right to elect to voluntarily terminate his employment at following any time during the term of this Agreement following a demotion, loss of titletitle or office, office or significant authority (in each case, other than as a result of the fact that either the Bank or the Company is merged into another entity in connection with the Change in Control and will not operate as a stand-alone, independent entity), a reduction in his authority, significant reduction in 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) Definition of a Change in Control. A "Change in Control" of the Company Bank or the Bank Company shall mean a change in control of a nature that: (i) would be required to be reported in response to Item 1(a) of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 0000 (the xxx "Exchange ActXxxxxxxx Xxx"); or (ii) results in a Change in Control of xxx Xxxxxxx xx xxx Xxxx xithin the Bank or the Company within the meaning of the Bank Holding Company ActHome Owner's Loan Act of 1933, as amended, and applicable rules the Rules and regulations Regulations promulgated thereunder by the Office of Thrift Supervision (collectivelyor its predecessor agency), the "BHCA") as in effect at on the time date hereof (provided that in applying the definition of change in 2NEXT PAGE control or presumptive change in control or acting in concert or presumptive acting in concert as set forth under the Rules and Regulations of the Change OTS, ownership of stock by a tax qualified employee benefit plan of the Bank or the Company shall not be subject to presumptions of control or acting in Controlconcert); or (iii) without limitation such a Change in Control shall would 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 Company representing 2520% or more of the combined voting power of the Bank's or Company's outstanding securities, securities except for any securities purchased by the Bank's employee stock ownership plan or and trust; or (b) individuals who constitute the Board of Directors of the Company on the date hereof (the "Incumbent Board") cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by the same Company's Nominating Committee serving under an Incumbent BoardCommittee, shall be, 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 Company Bank or the Bank Company or similar transaction in which the Bank or the Company or Bank is not the surviving institution occurs; or (d) a proxy statement soliciting proxies from stockholders of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or 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. Notwithstanding anything in this subsection to the contrary, a Change in Control shall not be deemed to have occurred upon the conversion of the Company's mutual holding company parent to stock form, or in connection with any reorganization used to effect such a conversionentity. (c) Even if a Change in Control shall occur, the Executive shall not have the right to receive termination benefits pursuant to Section 3 6 hereof upon termination Termination for Just Cause. The phrase term "Just Termination for Cause" as used herein, shall exist when there has been a good faith determination by the Board that there shall have occurred one or more of the following events with respect to the Executive: (i) the conviction of the Executive of a felony or of any lesser criminal offense involving moral turpitude; (ii) the willful commission by the Executive of a criminal or other act that, in the judgment of the Board will likely cause substantial economic damage to the Company or the Bank or substantial injury to the business reputation of the Company or Bank; (iii) the commission by the Executive of an act of fraud in the performance of his duties on behalf of the Company or Bank; (iv) the continuing willful failure of the Executive to perform his duties to the Company or Bank (other than any such failure resulting from the Executive's incapacity due to physical or mental illness) after written notice thereof (specifying the particulars thereof in reasonable detail) and a reasonable opportunity to be heard and cure such failure are given to the Executive by the Board; or (v) an order of a federal or state regulatory agency or a court of competent jurisdiction requiring the mean termination because of the Executive's employment by 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-desist order, or material breach of any material provision of this Agreement. In determining incompetence, the Companyacts or omissions shall be measured against standards generally prevailing in the savings institutions industry. 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 Bank or its affiliates. Notwithstanding the foregoing, Just Cause Executive shall not be deemed subject to exist Termination for Cause unless and until there shall have been delivered to the Executive him a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership Board of Directors of the Board Bank at a meeting of the Board called and held for the that purpose (after reasonable notice to the Executive and an opportunity for the Executive him, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board Board, the Executive was guilty of conduct described above justifying Termination for Cause and specifying the particulars thereofthereof in detail. Prior The Executive shall not have the right to holding a meeting at which the Board is receive compensation or other benefits for any period after Termination for Cause. Any stock options 3NEXT PAGE or limited rights granted to make a final determination whether Just Cause exists, if the Board determines in good faith at a meeting Executive under any stock option plan or any unvested awards granted under any other stock benefit plan of the Board, by not less than a majority of its entire membership, that there is probable cause for it to find that the Executive was guilty of conduct constituting Just Cause as described aboveBank, the Board may suspend the Executive from his duties hereunder for a reasonable period of time not to exceed fourteen (14) days pending a further meeting at which the Executive Company or any subsidiary thereof, shall be given the opportunity to be heard before the Board. For purposes of this subparagraph, no act or failure to act, on the become null and void effective upon Executive's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith without reasonable believe that his action or omission was in the best interest receipt of the Company and the Bank. Upon a finding of Just Cause, the Board shall deliver to the Executive a Notice of TerminationTermination for Cause pursuant to Section 7 hereof, as more fully described in Section 4 belowand shall not be exercisable by Executive at any time subsequent to such Termination for Cause.

PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL. This Agreement provides for certain payments and benefits to Executive only in the event of Change in Control followed by a termination of Executive's services as described in this Agreement. (a) Upon the occurrence of a Change in Control of the Holding Company or the Bank (as herein defined) followed at any time during the term of this Agreement by Executive's voluntary the termination of employment in accordance with this Section 2(a) or involuntary termination of the Executive's employment, other than for Just Cause (Cause, as defined in Section 2(c2(C) hereof), the provisions of Section 3 shall apply. Upon the occurrence of a Change in Control, the Executive shall have the right to elect to voluntarily terminate his employment at any time during the term of this Agreement following a demotion, loss of title, office or significant authority (in each case, other than as a result of the fact that either the Bank or the Company is merged into another entity in connection with the Change in Control and will not operate as a stand-alone, independent entity), a 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 ControlAgreement. (b) A For purposes of this Agreement, a "Change in Control" of the Bank or Holding Company or the Bank shall mean a change in control an event of a nature that: (i( I ) would be required to be reported in response to Item 1(a) of the current report Current Report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d15 ( d ) of the Securities Exchange Act of 1934 (the xxx "Exchange ActXxxxxxxx Xxx"); or (iixx ( ii ) results in a Change in Control of xxx Xxxxxxx xx xxx Xxxx xithin the Bank or the Holding Company within the meaning of the Bank Holding Company ActHome Owner's Loan Act of 1933 and the Rules and Regulations promulgated by the Office of Thrift Supervision ("OTS") (or its predecessor agency), as amendedin effect on the date hereof (provided, and applicable that in applying the definition of change in control as set forth under the rules and regulations promulgated thereunder (collectivelyof the OTS, the "BHCA") as in effect at the time Board shall substitute its judgment for that of the Change in ControlOTS); or (iii( 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 13d3 under the Exchange Act), directly or indirectly, of securities of the Bank or the Holding Company representing 2520% or more of the combined voting power of 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 employee benefit plan of the Bank's employee stock ownership plan or 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-three quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Holding Company'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 (c) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Bank or the Holding Company or similar transaction occurs in which the Bank or similar transaction in which the Holding Company or Bank is not the surviving institution occurs; resulting entity, or (dD) a proxy statement is 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 reorganization, merger or consolidation of the Holding Company or similar transaction Bank with one or more corporations as a result of which the outstanding shares of the class of securities then subject to the such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Company; Bank or the Holding Company shall be distributed, or (eE) a tender offer is made for 2520% or more of the voting securities of the Bank or Holding Company and the shareholders owning beneficially or of record 25% or more of the outstanding securities of the Company have tendered or offered to sell their shares pursuant to such tender offer and such tendered shares have been accepted by the tender offeror. Notwithstanding anything in this subsection to the contrarythen BANCORP CHANGE IN CONTROL -CARL X. XXXXXX, a Change in Control shall not be deemed to have occurred upon the conversion of the Company's mutual holding company parent to stock form, or in connection with any reorganization used to effect such a conversionXXI outstanding. (c) Even if a Change in Control shall occur, the Executive shall not have the right to receive termination benefits pursuant to Section 3 hereof upon termination Termination for Just Cause. The phrase term "Just Termination for Cause" as used hereinshall mean termination because of Executive's personal dishonesty, shall exist when there has been a good faith determination by the Board that there shall have occurred one or more incompetence, willful misconduct, any breach of the following events with respect fiduciary duty involving personal profit, intentional failure to the Executive: (i) the conviction of the Executive of a felony or perform stated duties, willful violation of any lesser criminal offense involving moral turpitude; (ii) the willful commission by the Executive of a criminal or other act thatlaw, in the judgment of the Board will likely cause substantial economic damage to the Company or the Bank or substantial injury to the business reputation of the Company or Bank; (iii) the commission by the Executive of an act of fraud in the performance of his duties on behalf of the Company or Bank; (iv) the continuing willful failure of the Executive to perform his duties to the Company or Bank rule, regulation (other than traffic violations or similar offenses) or final cease and desist order, or any such failure resulting from material breach of this Agreement. In determining incompetence, the Executive's incapacity due to physical acts or mental illness) after written notice thereof (specifying omissions shall be measured against generally prevailing standards of professional competence for officers having comparable positions in the particulars thereof in reasonable detail) and a reasonable opportunity to be heard and cure such failure are given to the Executive by the Board; or (v) an order of a federal or state regulatory agency or a court of competent jurisdiction requiring the termination of the Executive's employment by the Companysavings institutions industry. Notwithstanding the foregoing, Just Cause Executive shall not be deemed to exist have been Terminated for Cause unless and until there shall have been delivered to the Executive him a copy of a resolution duly adopted by the affirmative vote of not less than a majority three-fourths of the entire membership members of the Board at a meeting of the Board called and held for the that purpose (after reasonable notice to the Executive and an opportunity for the Executive him, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Board, Executive was guilty of conduct described above justifying Termination for Cause and specifying the particulars thereofthereof in detail. Prior Executive shall not have the right to holding a meeting at which the Board is receive compensation or other benefits for any period after Termination for Cause. Any stock options and related limited rights granted to make a final determination whether Just Cause existsExecutive under any stock option plan, if the Board determines in good faith at a meeting or any unvested awards granted to Executive under any restricted stock benefit plan of the BoardHolding Company or its subsidiaries, by not less than a majority of its entire membership, that there is probable cause for it to find that the Executive was guilty of conduct constituting Just Cause as described above, the Board may suspend the Executive from his duties hereunder for a reasonable period of time not to exceed fourteen (14) days pending a further meeting at which the Executive shall be given the opportunity to be heard before the Board. For purposes of this subparagraph, no act or failure to act, on the become null and void effective upon Executive's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith without reasonable believe that his action or omission was in the best interest receipt of the Company and the Bank. Upon a finding of Just Cause, the Board shall deliver to the Executive a Notice of TerminationTermination for Cause pursuant to Section 8 hereof, as more fully described in Section 4 belowand shall not be exercisable by or delivered to Executive at any time subsequent to such Termination for Cause.

PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL. This Agreement provides for certain payments and benefits to Executive only in the event of Change in Control followed by a termination of Executive's services as described in this Agreement. (a) Upon the occurrence of a Change in Control of the Company or the Bank (as herein defined) followed at any time during the term of this Agreement by Executive's the voluntary termination of employment in accordance with this Section 2(a) or involuntary termination of the Executive's employment, other than for Just Cause (Cause, as defined in Section 2(c) hereof), the provisions of Section 3 shall apply. Upon the occurrence of a Change in Control, the Executive shall have the right to elect to voluntarily terminate his employment at any time during the term of this Agreement following a any demotion, loss of title, office or significant authority (in each caseauthority, other than as a result of the fact that either the Bank or the Company is merged into another entity in connection with the Change in Control and will not operate as a stand-alone, independent entity), a 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) A For purposes of this Plan, a "Change in Control" of the Association or Company or the Bank shall mean a change in control 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 xxx "Exchange ActXxxxxxxx Xxx"); or (ii) results in a Change in Control of xxx Xxxxxxx xx xxx Xxxx xithin the Bank or the Company within the meaning of the Bank Holding Company ActHome Owners' Loan Act of 1933 and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency), as amendedin effect on the date hereof (provided, and applicable that in applying the definition of change in control as set forth under the rules and regulations promulgated thereunder (collectivelyof the OTS, the "BHCA") as in effect at the time Board shall substitute its judgment for that of the Change in ControlOTS); 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 2520% or more of the combined voting power of Bank's or the Company's outstanding securities, securities except for any securities of the Bank purchased by the Bank's Company in connection with the conversion of the Bank to the stock form and any securities purchased by any employee stock ownership benefit plan of the Bank or trust; the Company, 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 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 similar transaction in which the Company or Bank is not the surviving institution occurs; resulting entity, 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 similar transaction Bank with one or more corporations as a result of which the outstanding shares of the class of securities then subject to the such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Company; Bank or the Company shall be distributed, or (eE) a tender offer is made for 2520% or more of the voting securities of the Bank or Company and the shareholders owning beneficially or of record 25% or more of the outstanding securities of the Company have tendered or offered to sell their shares pursuant to such tender offer and such tendered shares have been accepted by the tender offeror. Notwithstanding anything in this subsection to the contrary, a Change in Control shall not be deemed to have occurred upon the conversion of the Company's mutual holding company parent to stock form, or in connection with any reorganization used to effect such a conversionthen outstanding. (c) Even if a Change in Control shall occur, the Executive shall not have the right to receive termination benefits pursuant to Section 3 hereof upon termination Termination for Just Cause. The phrase term "Just Termination for Cause" as used herein, shall exist when there has been a good faith determination by the Board that there shall have occurred one or more of the following events with respect to the Executive: (i) the conviction of the Executive mean termination because of a felony or of any lesser criminal offense involving moral turpitude; (ii) the willful commission by the Executive of a criminal or other act that, in the judgment of the Board will likely cause substantial economic damage material loss to the Company or one of its affiliates caused by the Bank Executive's intentional failure to perform stated duties, personal dishonesty, incompetence, willful violation of any law, rule, regulation (other than traffic violations or substantial injury 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 business reputation action or omission was in the best interest of the Company or Bank; (iii) the commission by the Executive of an act of fraud in the performance of his duties on behalf of the Company or Bank; (iv) the continuing willful failure of the Executive to perform his duties to the Company or Bank (other than any such failure resulting from the Executive's incapacity due to physical or mental illness) after written notice thereof (specifying the particulars thereof in reasonable detail) and a reasonable opportunity to be heard and cure such failure are given to the Executive by the Board; or (v) an order of a federal or state regulatory agency or a court of competent jurisdiction requiring the termination of the Executive's employment by the Companyits affiliates. Notwithstanding the foregoing, Just Cause Executive shall not be deemed to exist have been terminated for Cause unless and until there shall have been delivered to the Executive him a copy of a resolution duly adopted by the affirmative vote of not less than a majority three-fourths of the entire membership members of the Board at a meeting of the Board called and held for the that purpose (after reasonable notice to the Executive and an opportunity for the Executive him, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Board, Executive was guilty of conduct described above justifying Termination for Cause and specifying the particulars thereofthereof in detail. Prior to holding a meeting at which the Board is to make a final determination whether Just Cause exists, if the Board determines in good faith at a meeting of the Board, by not less than a majority of its entire membership, that there is probable cause for it to find that the Executive was guilty of conduct constituting Just Cause as described above, the Board may suspend the Executive from his duties hereunder for a reasonable period of time not to exceed fourteen (14) days pending a further meeting at which the The Executive shall be given not have the opportunity right to be heard before the Board. For purposes of this subparagraph, no act receive compensation or failure to act, on the Executive's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith without reasonable believe that his action or omission was in the best interest of the Company and the Bank. Upon a finding of Just other benefits for any period after Termination for Cause, the Board shall deliver to the Executive a Notice of Termination, as more fully described in Section 4 below.

PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL. This Agreement provides for certain payments and benefits to Executive only in the event of Change in Control followed by a termination of Executive's services as described in this Agreement. (a) Upon the occurrence of a “Change in Control of the Company or the Bank Control” (as herein defined) of the Company followed at any time during the term of this Agreement by Executive's voluntary termination of employment in accordance with this Section 2(a(i) or the involuntary termination of the Executive's ’s employment, other than for Just Cause (“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, the Executive shall have the right to elect to voluntarily terminate his Executive’s employment at any time during the term of this Agreement following a any demotion, loss of title, office or significant authority (in each caseauthority, other than as a result of the fact that either the Bank or the Company is merged into another entity in connection with the Change in Control and will not operate as a stand-alone, independent entity), a reduction in his annual compensation or benefits, or relocation of his Executive’s 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. 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. Eastern shall have at least thirty (30) days to remedy any condition set forth in clause (ii) of this Section 2(a), provided, however, that Eastern shall be entitled to waive such period and make an immediate payment hereunder. (b) A "“Change in Control" ” of the Company or the Bank shall mean a change in control of a nature that: (i) would be required to be reported in response to Item 1(a) 5.01 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "“Exchange Act"”); or (ii) results in a Change in Control of xxx Xxxxxxx xx xxx Xxxx xithin the Company within the meaning of the Bank Holding Company Home Owners’ Loan Act, as amended, and applicable rules and regulations promulgated thereunder (collectivelycollectively the “HOLA”), the "BHCA") as in effect at the time of the Change in Control; or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (a) any "“person" ” (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "“beneficial owner" ” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Bank Company representing 25% or more of the combined voting power of Company's ’s outstanding securitiessecurities except for, except for if applicable, any securities purchased by any tax-qualified plan of the Bank's employee stock ownership plan Company or trustany of its subsidiaries; 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 Company or the Bank or similar transaction in which the Company or Bank is not the surviving institution occurs; or (d) a proxy statement soliciting proxies from stockholders of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or 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. Notwithstanding anything in this subsection to the contrary, a Change in Control shall not be deemed to have occurred upon the conversion of the Company's mutual holding company parent to stock form, or in connection with any reorganization used to effect such a conversion. (c) Even if a Change in Control shall occur, the Executive shall not have the right to receive termination benefits pursuant to Section 3 hereof upon termination Termination for Just Cause. The phrase "Just term termination for “Cause" as used herein” shall mean termination because of Executive’s intentional failure to perform stated duties, shall exist when there has been a good faith determination by the Board that there shall have occurred one or more personal dishonesty, incompetence, willful misconduct, any breach of the following events with respect to the Executive: (i) the conviction of the Executive of a felony or fiduciary duty involving personal profit, willful violation of any lesser criminal offense involving moral turpitude; (ii) the willful commission by the Executive of a criminal or other act thatlaw, in the judgment of the Board will likely cause substantial economic damage to the Company or the Bank or substantial injury to the business reputation of the Company or Bank; (iii) the commission by the Executive of an act of fraud in the performance of his duties on behalf of the Company or Bank; (iv) the continuing willful failure of the Executive to perform his duties to the Company or Bank rule, regulation (other than traffic violations or similar offenses) or final cease and desist order, or any such failure resulting from the Executive's incapacity due material breach of any material provision of this Agreement. A voluntary resignation pursuant to physical or mental illnessSection 2(a)(ii) after written notice thereof (specifying the particulars thereof in reasonable detail) and a reasonable opportunity to be heard and cure such failure are given to the Executive by the Board; or (v) an order of a federal or state regulatory agency or a court of competent jurisdiction requiring the termination of the Executive's employment by the Company. Notwithstanding the foregoing, Just Cause shall not constitute, nor be deemed to exist unless there grounds for termination for Cause. In determining incompetence, the acts or omissions shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board), finding that measured against standards generally prevailing in the good faith opinion of the Board the Executive was guilty of conduct described above and specifying the particulars thereof. Prior to holding a meeting at which the Board is to make a final determination whether Just Cause exists, if the Board determines in good faith at a meeting of the Board, by not less than a majority of its entire membership, that there is probable cause for it to find that the Executive was guilty of conduct constituting Just Cause as described above, the Board may suspend the Executive from his duties hereunder for a reasonable period of time not to exceed fourteen (14) days pending a further meeting at which the Executive shall be given the opportunity to be heard before the Board. For purposes of this subparagraph, no act or failure to act, on the Executive's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith without reasonable believe that his action or omission was in the best interest of the Company and the Bank. Upon a finding of Just Cause, the Board shall deliver to the Executive a Notice of Termination, as more fully described in Section 4 belowsavings institution industry.

PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL. This Agreement provides for certain payments and benefits to Executive only in the event of Change in Control followed by a termination of Executive's services as described in this Agreement. (a) Upon the occurrence of a Change in Control of the Company or the Bank Holding company (as herein defined) followed at any time during the term of this Agreement by Executive's the voluntary termination of employment in accordance with this Section 2(a) or involuntary termination of the Executive's employment, other than for Just Cause (Cause, as defined in Section 2(c2 (c) hereof), the provisions of Section 3 shall apply. Upon the occurrence of a Change in In Control, the Executive shall have the right to elect to voluntarily terminate his employment at any time during the term of this Agreement following a any demotion, loss of title, office or significant authority (in each caseauthority, other than as a result of the fact that either the Bank or the Company is merged into another entity in connection with the Change in Control and will not operate as a stand-alone, independent entity), a 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) A For purposes of this Plan, a "Change in Control" of the Association or Holding Company or the Bank shall mean a change in control 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(d15 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 xxx "Exchange ActXxxxxxxx Xxx"); or xx (ii) results in a Change in Control of xxx Xxxxxxx xx xxx Xxxx xithin the Association or the Holding Company within the meaning of the Bank Holding Company ActHome Owners' Loan Act of 1933 and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency), as amended, and applicable rules and regulations promulgated thereunder (collectively, the "BHCA") as in effect at the time of the Change in Control; or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (a) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Bank representing 25% or more of the combined voting power of Company's outstanding securities, except for any securities purchased by the Bank's employee stock ownership plan or trust; or (b) individuals who constitute the Board on the date hereof (provided, that in applying the "Incumbent Board") cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to definition of change in control as set forth under the date hereof whose election was approved by a vote of at least three-quarters rules and regulations of the directors comprising OTS, the Incumbent Board, or whose nomination Board shall substitute its judgment 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 that of the Incumbent Board; or (c) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Company or the Bank or similar transaction in which the Company or Bank is not the surviving institution occurs; or (d) a proxy statement soliciting proxies from stockholders of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or 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. Notwithstanding anything in this subsection to the contrary, a Change in Control shall not be deemed to have occurred upon the conversion of the Company's mutual holding company parent to stock form, or in connection with any reorganization used to effect such a conversionOTS). (c) Even if a Change in Control shall occur, the Executive shall not have the right to receive termination benefits pursuant to Section 3 hereof upon termination Termination for Just Cause. The phrase term "Just Termination for Cause" as used herein, shall exist when there has been mean termination because of a good faith determination material loss to the Holding Company or one of its affiliates caused by the Board that there shall have occurred one or more of the following events with respect Executive's intentional failure to the Executive: (i) the conviction of the Executive of a felony or perform stated duties, personal dishonesty, incompetence, willful violation of any lesser criminal offense involving moral turpitude; (ii) the willful commission by the Executive of a criminal or other act thatlaw, in the judgment of the Board will likely cause substantial economic damage to the Company or the Bank or substantial injury to the business reputation of the Company or Bank; (iii) the commission by the Executive of an act of fraud in the performance of his duties on behalf of the Company or Bank; (iv) the continuing willful failure of the Executive to perform his duties to the Company or Bank rule, regulation (other than traffic violations or similar offenses) or final cease and desist order, or any such material breach of this Agreement. For purposes of this Section, no act, or the failure resulting from the to act, on Executive's incapacity due to physical part shall be "willful" unless done, or mental illness) after written notice thereof (specifying the particulars thereof in reasonable detail) and a reasonable opportunity omitted to be heard done, not in good faith and cure such failure are given to without reasonable belief that the Executive by action or omission was in the Board; or (v) an order of a federal or state regulatory agency or a court of competent jurisdiction requiring the termination best interest of the Executive's employment by the CompanyHolding Company or its affiliates. Notwithstanding the foregoing, Just Cause Executive shall not be deemed to exist have been terminated for Cause unless and until there shall have been delivered to the Executive him a copy of a resolution duly adopted by the affirmative vote of not less than a majority three-fourths of the entire membership members of the Board at a meeting of the Board called and held for the that purpose (after reasonable notice to the Executive and an opportunity for the Executive him, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Board, Executive was guilty of conduct described above justifying Termination for Cause and specifying the particulars thereofthereof in detail. Prior to holding a meeting at which the Board is to make a final determination whether Just Cause exists, if the Board determines in good faith at a meeting of the Board, by not less than a majority of its entire membership, that there is probable cause for it to find that the Executive was guilty of conduct constituting Just Cause as described above, the Board may suspend the Executive from his duties hereunder for a reasonable period of time not to exceed fourteen (14) days pending a further meeting at which the The Executive shall be given not have the opportunity right to be heard before the Board. For purposes of this subparagraph, no act receive compensation or failure to act, on the Executive's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith without reasonable believe that his action or omission was in the best interest of the Company and the Bank. Upon a finding of Just other benefits for any period after termination for Cause, the Board shall deliver to the Executive a Notice of Termination, as more fully described in Section 4 below.

PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL. This Agreement provides for certain payments and benefits to Executive only in the event of Change in Control followed by a termination of Executive's services as described in this Agreement. (a) Upon the occurrence of a Change in Control of the Company or the Bank (as herein defined) followed at any time during the term of this Agreement by Executive's voluntary termination of employment in accordance with this Section 2(a) or involuntary termination of the Executive's employment, other than for Just Cause (as defined in Section 2(c) hereof), the provisions of Section 3 shall apply. Upon the occurrence of a Change in Control, the Executive shall have the right to elect to voluntarily terminate his employment at any time during the term of this Agreement following a demotion, loss of title, office or significant authority (in each case, other than as a result of the fact that either the Bank or the Company is merged into another entity in connection with the Change in Control and will not operate as a stand-alone, independent entity), a 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) A "Change in Control" of the Company or the Bank shall mean a change in control of a nature that: (i) would be required to be reported in response to Item 1(a) 5.01 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 0000 (the xxx "Exchange ActXxxxxxxx Xxx"); or (ii) results in a Change in Control of xxx Xxxxxxx xx xxx Xxxx xithin the Company or the Bank within the meaning of the Bank Holding Company Act, as amended, and applicable rules and regulations promulgated thereunder (collectively, the "BHCA") as in effect at the time of the Change in Control; or (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 representing 25% or more of the combined voting power of Company's outstanding securities, except for any securities purchased by the Bank's employee stock ownership plan or trust; or (b) individuals who constitute the Board on the date hereof (the "Incumbent Board") cease for any reason to constitute at least a majority thereof, provided 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 Company or the Bank or similar transaction in which the Company or Bank is not the surviving institution occurs; or (d) a proxy statement soliciting proxies from stockholders of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or 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. Notwithstanding anything in this subsection to the contrary, a Change in Control shall not be deemed to have occurred upon the conversion of the Company's mutual holding company parent to stock form, or in connection with any reorganization used to effect such a conversion. (c) Even if a Change in Control shall occur, the Executive shall not have the right to receive termination benefits pursuant to Section 3 hereof upon termination for Just Cause. The phrase "Just Cause" as used herein, shall exist when there has been a good faith determination by the Board that there shall have occurred one or more of the following events with respect to the Executive: (i) the conviction of the Executive of a felony or of any lesser criminal offense involving moral turpitude; (ii) the willful commission by the Executive of a criminal or other act that, in the judgment of the Board will likely cause substantial economic damage to the Company or the Bank or substantial injury to the business reputation of the Company or Bank; (iii) the commission by the Executive of an act of fraud in the performance of his duties on behalf of the Company or Bank; (iv) the continuing willful failure of the Executive to perform his duties to the Company or Bank (other than any such failure resulting from the Executive's incapacity due to physical or mental illness) after written notice thereof (specifying the particulars thereof in reasonable detail) and a reasonable opportunity to be heard and cure such failure are given to the Executive by the Board; or (v) an order of a federal or state regulatory agency or a court of competent jurisdiction requiring the termination of the Executive's employment by the Company. Notwithstanding the foregoing, Just Cause shall not be deemed to exist unless there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of conduct described above and specifying the particulars thereof. Prior to holding a meeting at which the Board is to make a final determination whether Just Cause exists, if the Board determines in good faith at a meeting of the Board, by not less than a majority of its entire membership, that there is probable cause for it to find that the Executive was guilty of conduct constituting Just Cause as described above, the Board may suspend the Executive from his duties hereunder for a reasonable period of time not to exceed fourteen (14) days pending a further meeting at which the Executive shall be given the opportunity to be heard before the Board. For purposes of this subparagraph, no act or failure to act, on the Executive's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith without reasonable believe that his action or omission was in the best interest of the Company and the Bank. Upon a finding of Just Cause, the Board shall deliver to the Executive a Notice of Termination, as more fully described in Section 4 below.

PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL. This Agreement provides for certain payments and benefits to Executive only in the event of Change in Control followed by a termination of Executive's services as described in this Agreement. (a) Upon the occurrence of a Change in Control of the Company Bank or the Bank Company (as herein defined) followed at any time during the term of this Agreement by Executive's the voluntary termination of employment in accordance with this Section 2(a) or involuntary termination of the Executive's employment, other than for Just Cause (Cause, as defined in Section 2(c) hereof), the provisions of Section 3 shall apply. Upon the occurrence of a Change in Control, the Executive shall have the right to elect to voluntarily terminate his employment at any time during the term of this Agreement following a any demotion, loss of title, office or significant authority (in each caseauthority, other than as a result of the fact that either the Bank or the Company is merged into another entity in connection with the Change in Control and will not operate as a stand-alone, independent entity), a 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) A For purposes of this Plan, a "Change in Control" of the Bank or Company or the Bank shall mean a change in control 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 xxx "Exchange ActXxxxxxxx Xxx"); or (ii) results in a Change in Control of xxx Xxxxxxx xx xxx Xxxx xithin the Bank or the Company within the meaning of the Bank Holding Company ActHome Owners' Loan Act of 1933 and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency), as amendedin effect on the date hereof (provided, and applicable that in applying the definition of change in control as set forth under the rules and regulations promulgated thereunder (collectivelyof the OTS, the "BHCA") as in effect at the time Board shall substitute its judgment for that of the Change in ControlOTS); 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 2520% or more of the combined voting power of Bank's or the Company's outstanding securities, 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's employee stock ownership plan or 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 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 Company or the Bank or similar transaction in which the Company or Bank is not the surviving institution occurs; or (d) a proxy statement soliciting proxies from stockholders of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or similar transaction with one or more corporations as a result of occurs in which the outstanding shares of Bank or Company is not 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. Notwithstanding anything in this subsection to the contrary, a Change in Control shall not be deemed to have occurred upon the conversion of the Company's mutual holding company parent to stock form, or in connection with any reorganization used to effect such a conversionresulting entity. (c) Even if a Change in Control shall occur, the Executive shall not have the right to receive termination benefits pursuant to Section 3 hereof upon termination Termination for Just Cause. The phrase term "Just Termination for Cause" as used herein, shall exist when there has been a good faith determination by the Board that there shall have occurred one or more of the following events with respect to the Executive: (i) the conviction of the Executive of a felony or of any lesser criminal offense involving moral turpitude; (ii) the willful commission by the Executive of a criminal or other act that, in the judgment of the Board will likely cause substantial economic damage to the Company or the Bank or substantial injury to the business reputation of the Company or Bank; (iii) the commission by the Executive of an act of fraud in the performance of his duties on behalf of the Company or Bank; (iv) the continuing willful failure of the Executive to perform his duties to the Company or Bank (other than any such failure resulting from the Executive's incapacity due to physical or mental illness) after written notice thereof (specifying the particulars thereof in reasonable detail) and a reasonable opportunity to be heard and cure such failure are given to the Executive by the Board; or (v) an order of a federal or state regulatory agency or a court of competent jurisdiction requiring the mean termination because of the Executive's employment by 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-desist order, or material breach of any material provision of this Agreement. In determining incompetence, the Companyacts or omissions shall be measured against standards generally prevailing in the savings institutions industry. Notwithstanding the foregoing, Just Cause Executive shall not be deemed to exist have been Terminated for Cause unless and until there shall have been delivered to the Executive him a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership Board of Directors of the Board Bank at a meeting of the Board called and held for the that purpose (after reasonable notice to the Executive and an opportunity for the Executive 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 Board, the Executive was guilty of conduct described above justifying Termination for Cause and specifying the particulars thereofthereof in detail. Prior The Executive shall not have the right to holding a meeting at which the Board is receive compensation or other benefits for any period after Termination for Cause. Any stock options or limited rights granted to make a final determination whether Just Cause exists, if the Board determines in good faith at a meeting Executive under any stock option plan of the Board, by not less than a majority of its entire membership, that there is probable cause for it to find that the Executive was guilty of conduct constituting Just Cause as described aboveBank, the Board may suspend the Executive from his duties hereunder for a reasonable period of time not to exceed fourteen (14) days pending a further meeting at which the Executive Company or any subsidiary or affiliate thereof, shall be given the opportunity to be heard before the Board. For purposes of this subparagraph, no act or failure to act, on the become null and void effective upon Executive's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith without reasonable believe that his action or omission was in the best interest receipt of the Company and the Bank. Upon a finding of Just Cause, the Board shall deliver to the Executive a Notice of Termination, as more fully described in Section 4 belowTermination 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. This Agreement provides for certain payments and benefits to Executive only in the event of Change in Control followed by a termination of Executive's services as described in this Agreement. (a) Upon the occurrence of a Change in Control of the Company Association or the Bank Holding Company (as herein defined) followed at any time during the term of this Agreement by Executive's the voluntary termination of employment in accordance with this Section 2(a) or involuntary termination of the Executive's employment, other than for Just Cause (Cause, as defined in Section 2(c2 (c) hereof), the provisions of Section 3 shall apply. Upon the occurrence of a Change in In Control, the Executive shall have the right to elect to voluntarily terminate his employment at any time during the term of this Agreement following a any demotion, loss of title, office or significant authority (in each caseauthority, other than as a result of the fact that either the Bank or the Company is merged into another entity in connection with the Change in Control and will not operate as a stand-alone, independent entity), a reduction in his annual compensation or benefitscompensation, or relocation of his principal place of employment by more than 30 miles from its location immediately prior to the Change in Control. (b) A For purposes of this Plan, a "Change in Control" of the Association or Company or the Bank shall mean a change in control 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(d15 (d) of the Securities Exchange Act of 1934 (the xxx "Exchange ActXxxxxxxx Xxx"); or xx (ii) results in a Change in Control of xxx Xxxxxxx xx xxx Xxxx xithin the Association or the Company within the meaning of the Bank Holding Company ActHome Owners' Loan Act of 1933 and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency), as amended, and applicable rules and regulations promulgated thereunder (collectively, the "BHCA") as in effect at the time of the Change in Control; or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (a) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Bank representing 25% or more of the combined voting power of Company's outstanding securities, except for any securities purchased by the Bank's employee stock ownership plan or trust; or (b) individuals who constitute the Board on the date hereof (provided, that in applying the "Incumbent Board") cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to definition of change in control as set forth under the date hereof whose election was approved by a vote of at least three-quarters rules and regulations of the directors comprising OTS, the Incumbent Board, or whose nomination Board shall substitute its judgment 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 that of the Incumbent Board; or (c) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Company or the Bank or similar transaction in which the Company or Bank is not the surviving institution occurs; or (d) a proxy statement soliciting proxies from stockholders of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or 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. Notwithstanding anything in this subsection to the contrary, a Change in Control shall not be deemed to have occurred upon the conversion of the Company's mutual holding company parent to stock form, or in connection with any reorganization used to effect such a conversionOTS). (c) Even if a Change in Control shall occur, the Executive shall not have the right to receive termination benefits pursuant to Section 3 hereof upon termination Termination for Just Cause. The phrase term "Just Termination for Cause" as used herein, shall exist when there has been a good faith determination by the Board that there shall have occurred one or more of the following events with respect to the Executive: (i) the conviction of the Executive of a felony or of any lesser criminal offense involving moral turpitude; (ii) the willful commission by the Executive of a criminal or other act that, in the judgment of the Board will likely cause substantial economic damage to the Company or the Bank or substantial injury to the business reputation of the Company or Bank; (iii) the commission by the Executive of an act of fraud in the performance of his duties on behalf of the Company or Bank; (iv) the continuing willful failure of the Executive to perform his duties to the Company or Bank (other than any such failure resulting from the Executive's incapacity due to physical or mental illness) after written notice thereof (specifying the particulars thereof in reasonable detail) and a reasonable opportunity to be heard and cure such failure are given to the Executive by the Board; or (v) an order of a federal or state regulatory agency or a court of competent jurisdiction requiring the mean termination because of the Executive's employment by 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-desist order, or material breach of any material provision of this Agreement. In determining incompetence, the Companyact or omissions shall be measured against standards generally prevailing in the savings institutions industry. Notwithstanding the foregoing, Just Cause Executive shall not be deemed to exist have been Terminated for Cause unless and until there shall have been delivered to the Executive him a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership Board of Directors of the Association at a meeting of the Board of Directors of the Association at a meeting of the Board called and held for the that purpose (after reasonable notice to the Executive and an opportunity for the Executive 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 Board, the Executive was guilty of conduct described above justifying Termination for Cause and specifying the particulars thereofthereof in detail. Prior The Executive shall not have the right to holding a meeting at which the Board is receive compensation or other benefits for any period after Termination for Cause. Any stock options or limited rights granted to make a final determination whether Just Cause exists, if the Board determines in good faith at a meeting Executive under any stock option plan of the Board, by not less than a majority of its entire membership, that there is probable cause for it to find that the Executive was guilty of conduct constituting Just Cause as described aboveAssociation, the Board may suspend the Executive from his duties hereunder for a reasonable period of time not to exceed fourteen (14) days pending a further meeting at which the Executive Company or any subsidiary or affiliate thereof, shall be given the opportunity to be heard before the Board. For purposes of this subparagraph, no act or failure to act, on the become null and void effective upon Executive's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith without reasonable believe that his action or omission was in the best interest receipt of the Company and the Bank. Upon a finding of Just Cause, the Board shall deliver to the Executive a Notice of Termination, as more fully described in Section 4 belowTermination for Cause and shall not be exercisable by Executive at any time subsequent to such Termination for Cause.