Common use of Payments to Executive Upon Termination of Employment Clause in Contracts

Payments to Executive Upon Termination of Employment. The provisions of this Section shall in all respects be subject to the terms and conditions stated in Sections 8 and 16. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following:(i) the termination by the Holding Company of Executive's full-time employment hereunder for any reason other than a Change in Control, as defined in Section 5(a) hereof or for Cause, as defined in Section 8 hereof; (ii) Executive's resignation from the Holding Company's employ, upon any (A) failure to elect or reelect Executive as the Chief Executive Officer or failure to nominate or renominate Executive to the Board of Directors or failure to elect or reelect Executive as Chairman of the Board if elected as a director, (B) material change in Executive's function, duties, or responsibilities, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, (and any such material change shall be deemed a continuing breach of this Agreement), (C) liquidation, dissolution, consolidation, or merger of the Holding Company in which the Holding Company is not the resulting entity or transfer of all or substantially all of the assets of Holding Company in which the Holding Company is not the resulting entity, or (D) breach of this Agreement by the Holding Company. Upon the occurrence of any event described in clauses (A), (B), (C) or (D), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within a reasonable period of time not to exceed, except in case of a continuing breach, four calendar months after the event giving rise to said right to elect.

Payments to Executive Upon Termination of Employment. The provisions of this Section shall in all respects be subject to the terms and conditions stated in Sections 8 and 1615. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's ’s term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "“Event of Termination" ” shall mean and include any one or more of the following:(i) the termination by the Bank or the Holding Company of Executive's ’s full-time employment hereunder for any reason other than a Change in Control, as defined in Section 5(a) hereof or for Cause, as defined in Section 8 hereof; (ii) Executive's ’s resignation from the Holding Company's Bank’s employ, upon any (A) failure to elect or reelect Executive as the Chief Executive Officer or failure to nominate or renominate Executive to the Board of Directors or failure to elect or reelect Executive as Chairman of the Board if elected as a director, (B) material change in Executive's function’s functions, duties, or responsibilities, which change would cause Executive's ’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, (and any such material change shall be deemed a continuing breach of this Agreement), (C) liquidation, dissolution, consolidation, or merger of the Bank or the Holding Company in which the Bank or the Holding Company is not the resulting entity entity, or transfer of all or substantially all of the assets of the Bank or Holding Company in which the Bank or Holding Company is not the resulting entity, or (D) breach of this Agreement by the Holding CompanyBank. Upon the occurrence of any event described in clauses (A), (B), (C) or (D), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within a reasonable period of time not to exceed, except in case of a continuing breach, four calendar months after the event giving rise to said right to elect. (b) Upon the occurrence of an Event of Termination, the Bank shall pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to the greater of three (3) times the average of the three (3) preceding years’ Base Salary paid to the Executive or the salary payable to the Executive for the remaining term of this Agreement; provided, however, that if the Bank is not in compliance with its minimum capital requirements, such payments shall be deferred until such time as the Bank is in capital compliance. At the discretion of the Executive, such payments shall be made in a lump sum immediately upon the occurrence of an Event of Termination subject to only the proviso above or paid monthly during the thirty-six (36) months following the Executive’s termination. (c) Upon the occurrence of an Event of Termination, the Bank will cause to be continued life, health and disability coverage substantially identical to the coverage maintained by the Bank for Executive prior to his termination. Such coverage shall cease upon the earlier of Executive’s employment by another employer or thirty six (36) months. (d) On an annual basis on January 2, or if January 2 is not a regular business day, then on the next such regular business day, of each year, Executive shall elect whether, in the event amounts are payable under Section 4(b) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such section. Such election shall be irrevocable for the year for which such election is made.

Payments to Executive Upon Termination of Employment. The provisions of this Section shall in all respects be subject to the terms and conditions stated in Sections 8 and 1615. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following:(i) the termination by the Bank or the Holding Company of Executive's full-time employment hereunder for any reason other than a Change in Control, as defined in Section 5(a) hereof or for Cause, as defined in Section 8 hereof; (ii) Executive's resignation from the Holding CompanyBank's employ, upon any (A) failure to elect or reelect Executive as the Chief Executive Officer or failure to nominate or renominate Executive to the Board of Directors or failure to elect or reelect Executive as Chairman of the Board if elected as a director, (B) material change in Executive's functionfunctions, duties, or responsibilities, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, (and any such material change shall be deemed a continuing breach of this Agreement), (C) liquidation, dissolution, consolidation, or merger of the Bank or the Holding Company in which the Bank or the Holding Company is not the resulting entity entity, or transfer of all or substantially all of the assets of the Bank or Holding Company in which the Bank or Holding Company is not the resulting entity, or (D) breach of this Agreement by the Holding CompanyBank. Upon the occurrence of any event described in clauses (A), (B), (C) or (D), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within a reasonable period of time not to exceed, except in case of a continuing breach, four calendar months after the event giving rise to said right to elect.

Payments to Executive Upon Termination of Employment. The provisions of this Section shall in all respects be subject to the terms and conditions stated in Sections 8 and 16. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's ’s term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "“Event of Termination" ” shall mean and include any one or more of the following:(i) the termination by the Holding Company of Executive's ’s full-time employment hereunder for any reason other than a Change in Control, as defined in Section 5(a) hereof or for Cause, as defined in Section 8 hereof; (ii) Executive's ’s resignation from the Holding Company's ’s employ, upon any (A) failure to elect or reelect Executive as the Chief Executive Officer or failure to nominate or renominate Executive to the Board of Directors or failure to elect or reelect Executive as Chairman of the Board if elected as a director, (B) material change in Executive's ’s function, duties, or responsibilities, which change would cause Executive's ’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, (and any such material change shall be deemed a continuing breach of this Agreement), (C) liquidation, dissolution, consolidation, or merger of the Holding Company in which the Holding Company is not the resulting entity or transfer of all or substantially all of the assets of Holding Company in which the Holding Company is not the resulting entity, or (D) breach of this Agreement by the Holding Company. Upon the occurrence of any event described in clauses (A), (B), (C) or (D), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within a reasonable period of time not to exceed, except in case of a continuing breach, four calendar months after the event giving rise to said right to elect. (b) Upon the occurrence of an Event of Termination, the Holding Company shall pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to the greater of three (3) times the average of the three (3) preceding years’ Base Salary paid to the Executive or the salary payable to the Executive for the remaining term of this Agreement; provided, however, that if the Bank is not in compliance with its minimum capital requirements, such payments shall be deferred until such time as the Bank is in capital compliance. At the discretion of the Executive, such payments shall be made in a lump sum immediately upon the occurrence of an Event of Termination, subject only to the proviso above, or paid monthly during thirty-six (36) months following the Executive’s termination. (c) Upon the occurrence of an Event of Termination, the Holding Company will cause to be continued life, health and disability coverage substantially identical to the coverage maintained by the Holding Company for Executive prior to his termination. Such coverage shall cease upon the earlier of Executive’s employment by another employer or thirty six (36) months. (d) On an annual basis on January 2, or if January 2 is not a regular business day, then on the next such regular business day, of each year, Executive shall elect whether, in the event amounts are payable under Section 4(b) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such section. Such election shall be irrevocable for the year for which such election is made.

Payments to Executive Upon Termination of Employment. The provisions of this Section shall in all respects be subject to the terms and conditions stated in Sections 8 8, 24 and 1625. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's ’s term of employment under this Agreement, the provisions of this Section 4 shall apply. As used in this Agreement, an "“Event of Termination" ” shall mean and include any one or more of the following:(ifollowing: (i) the termination by the Holding Company of Executive's full-time ’s employment hereunder for any reason other than when such termination follows a Change in Control, Control (as defined in Section 5(a) hereof hereof) or when such termination is a Termination for Cause, Cause (as defined in Section 8 hereof); (ii) Executive's ’s resignation from the Holding Company's employ’s employ (in accordance with the procedures outlined in this Section 4(a)), upon following any (A) failure to elect or reelect re-appoint Executive as President without the Chief Executive Officer or failure to nominate or renominate Executive to the Board of Directors or failure to elect or reelect Executive as Chairman consent of the Board if elected as Executive, unless Executive is appointed to a directorposition of greater authority, responsibility and title, (B) material change in Executive's ’s function, duties, or responsibilitiesresponsibilities (including any series of changes which in the aggregate amount to a material change), which change would cause causes Executive's ’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, (and any such material change shall be deemed a continuing breach of this Agreement), (C) liquidation, dissolution, consolidation, or merger of the Holding Company in which the Holding Company is not the resulting entity or transfer of all or substantially all of the assets of Holding Company in which the Holding Company is not the resulting entityscope, or (DC) breach of this Agreement by the Holding Company. Upon the occurrence of any event described in clauses clause (A), (B), ) or (C) above, Executive shall, within 120 days of the occurrence of such event, give notice of such event to the Company. The Company shall thereafter have 10 business days to cure such material change or (D), abovebreach. If such material change or breach is not cured within this timeframe, Executive shall have the right to elect right, within 60 days of the end of the cure period, to terminate his employment under this Agreement. Failure of Executive to give notice to the Company of the event described in clause (A), (B) or (C) within the specified timeframe or failure of Executive to terminate his employment within the proper timeframe shall constitute a waiver by Executive of such event. In the event of Executive’s death (i) following the date the Executive has given notice of an event described in clause (A), (B) or (C) above within the required 120-day period (unless, prior to such death, the Company has cured the material change or breach or commenced action to so cure the material change or breach within the required 10-day period), or (ii) after Executive has resigned his employment within the 60-day period following the end of the cure period, an Event of Termination shall be deemed to have occurred immediately prior to the date of Executive’s death. (b) Upon the occurrence of an Event of Termination, the Company shall pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to the greater of: (i) the compensation the Executive would be entitled to receive during the term of the Agreement remaining as of the date immediately prior to the Date of Termination (defined below) or (ii) the Executive’s three (3) preceding years’ compensation, which three-year period shall end on the last day of the month immediately preceding the Date of Termination. For purposes of clause (i) of the preceding sentence, compensation shall include the amount of Base Salary which Executive would be entitled to receive pursuant to Section 3(a) during the applicable period (determined prior to any general reduction occurring within one year prior to the Event of Termination or any reduction which gave rise to the Event of Termination) plus a target annual cash bonus amount for each calendar year ending within the applicable period, which target annual cash bonus amount for each such year shall be equal to the target annual cash bonus amount for the calendar year in which the Date of Termination occurs (regardless of whether the actual annual cash bonus payment for any such year is less than or more than such target annual cash bonus amount, and without proration). For purposes of clause (ii) above, compensation shall include the amount of Base Salary which Executive received during the applicable period (or was entitled to receive under Section 3(a) prior to any general reduction occurring within one year prior to the Event of Termination or any reduction which gave rise to the Event of Termination) plus a target annual cash bonus amount for each calendar year commencing within the applicable period, which target annual cash bonus amount for each such year shall be equal to the target annual bonus amount established for the Executive with respect to such year (regardless of whether the actual annual cash bonus payment for any such year was less than or more than such target annual cash bonus amounts, and without proration). Subject to any delay required to comply with Code Section 409A, such payments shall be made in a lump sum within five (5) business days of the Date of Termination relating to such Event of Termination, unless Executive has made a prior election (in accordance with procedures established by resignation upon the Committee and in compliance with Code Section 409A) to have such payments made in thirty-six (36) monthly installments (without interest) beginning with the month following the month of Executive’s termination. (c) Upon the occurrence of an Event of Termination, the Company will cause to be continued medical, dental, disability and life insurance coverage substantially identical (including coverage amounts, co-pays, deductible amounts and maximum out-of-pocket amounts) to the coverage that would have been provided by the Company for the Executive and his dependents from time to time in accordance with Section 3(c) if Executive’s employment had continued hereunder. The Company’s obligation and the Executive’s entitlement to continued medical and dental coverage shall be governed by the provisions of Section 7 below. With respect to disability and life insurance coverage, Executive shall be obligated to continue to pay, on a monthly basis, the portion of the cost of such insurance coverage that he would be required to pay if his employment had continued. Such continuing insurance and payment arrangements for disability and life insurance coverage shall continue until the earlier of: (i) the date Executive fails to remit to the Company the required monthly premium amount for such insurance coverage within a thirty (30) day grace period of when such payment is due (or, if later, within thirty (30) days after Executive is informed of the payment due); (ii) the date Executive obtains insurance coverage from another employer that is not less than that provided by the Company; (iii) the date of Executive’s death; (iv) age 65; or (v) sixty (60) days prior written notice given within months from the Date of Termination relating to the Event of Termination. (d) In addition to the other benefits provided by this Section 4, Executive shall be entitled to a reasonable period lump-sum payment of time not his accrued vacation benefits through the date of Executive’s termination. Executive shall also be entitled to exceedall other payments or benefits to which he may be entitled under the terms of any applicable compensation arrangement or benefit, except in case of a continuing breachor fringe benefit plan, four calendar months after the event giving rise to said right to electprogram or grant.

Payments to Executive Upon Termination of Employment. The provisions of this Section shall in all respects be subject to the terms and conditions stated in Sections 8 and 1615. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following:(i) the termination by the Bank or the Holding Company of Executive's full-time employment hereunder for any reason other than a Change in Control, as defined in Section 5(a) hereof or for Cause, as defined in Section 8 hereof; (ii) Executive's resignation from the Holding CompanyBank's employ, upon any (A) failure to elect or reelect Executive as the Chief Executive Officer or failure to nominate or renominate Executive to the Board of Directors or failure to elect or reelect Executive as Chairman of the Board if elected as a director, (B) material change in Executive's functionfunctions, duties, or responsibilities, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, (and any such material change shall be deemed a continuing breach of this Agreement), (C) liquidation, dissolution, consolidation, or merger of the Bank or Holding Company in which the Bank or the Holding Company is not the resulting entity entity, or transfer of all or substantially all of the assets of the Bank or Holding Company in which the Bank or Holding Company is not the resulting entity, or (D) breach of this Agreement by the Holding CompanyBank. Upon the occurrence of any event described in clauses (A), (B), (C) or (D), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within a reasonable period of time not to exceed, except in case of a continuing breach, four calendar months after the event giving rise to said right to elect.

Payments to Executive Upon Termination of Employment. The provisions of this Section shall in all respects be subject to the terms and conditions stated in Sections 8 and 1615. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following:(i) the termination by the Bank or the Holding Company of Executive's full-time employment hereunder for any reason other than a Change in Control, as defined in Section 5(a) hereof or for Cause, as defined in Section 8 hereof; (ii) Executive's resignation from the Holding CompanyBank's employ, upon any (A) failure to elect or reelect Executive as the Chief Executive Officer or failure to nominate or renominate Executive to the Board of Directors or failure to elect or reelect Executive as Chairman of the Board if elected as a director, (B) material change in Executive's function, duties, or responsibilities, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, (and any such material change shall be deemed a continuing breach of this Agreement), (C) liquidation, dissolution, consolidation, or merger of the Bank or Holding Company in which the Bank or the Holding Company is not the resulting entity entity, or transfer of all or substantially all of the assets of the Bank or Holding Company in which the Bank or Holding Company is not the resulting entity, or (Dd) breach of this Agreement by the Holding CompanyBank. Upon the occurrence of any event described in clauses (A), (B), (C) or (D), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within a reasonable period of time not to exceed, except in case of a continuing breach, four calendar months after the event giving rise to said right to elect.

Payments to Executive Upon Termination of Employment. The provisions of this Section shall in all respects be subject to the terms and conditions stated in Sections 8 8, 15, 24 and 1625. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's ’s term of employment under this Agreement, the provisions of this Section 4 shall apply. As used in this Agreement, an "“Event of Termination" ” shall mean and include any one or more of the following:(ifollowing: (i) the termination by the Holding Bank or the Company of Executive's full-time ’s employment hereunder for any reason other than when such termination follows a Change in Control, Control (as defined in Section 5(a) hereof hereof) or when such termination is a Termination for Cause, Cause (as defined in Section 8 hereof); (ii) Executive's ’s resignation from the Holding Company's employBank’s employ (in accordance with the procedures outlined in this Section 4(a)), upon following any (A) failure to elect or reelect re-appoint Executive as the Chief Executive Officer without the consent of the Executive, unless Executive is appointed to a position of greater authority, responsibility and title, or the failure to nominate re-appoint or renominate Executive to the Board of Directors or failure to re-elect or reelect Executive as Chairman a member of the Board if elected as a directorBoard, without the consent of Executive, (B) material change in Executive's ’s function, duties, or responsibilitiesresponsibilities (including any series of changes which in the aggregate amount to a material change), which change would cause causes Executive's ’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, (and any such material change shall be deemed a continuing breach of this Agreement), (C) liquidation, dissolution, consolidation, or merger of the Holding Company in which the Holding Company is not the resulting entity or transfer of all or substantially all of the assets of Holding Company in which the Holding Company is not the resulting entityscope, or (DC) breach of this Agreement by the Holding CompanyBank. Upon the occurrence of any event described in clauses clause (A), (B), ) or (C) above, Executive shall, within 120 days of the occurrence of such event, give notice of such event to the Bank. The Bank shall thereafter have 10 business days to cure such material change or (D), abovebreach. If such material change or breach is not cured within this timeframe, Executive shall have the right to elect right, within 60 days of the end of the cure period, to terminate his employment under this Agreement. Failure of Executive to give notice to the Bank of the event described in clause (A), (B) or (C) within the specified timeframe or failure of Executive to terminate his employment within the proper timeframe shall constitute a waiver by Executive of such event. In the event of Executive’s death (i) following the date the Executive has given notice of an event described in clause (A), (B) or (C) above within the required 120-day period (unless, prior to such death, the Bank has cured the material change or breach or commenced action to so cure the material change or breach within the required 10-day period), or (ii) after Executive has resigned his employment within the 60-day period following the end of the cure period, an Event of Termination shall be deemed to have occurred immediately prior to the date of Executive’s death. (b) Upon the occurrence of an Event of Termination, the Bank shall pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to the greater of: (i) the compensation the Executive would be entitled to receive during the term of the Agreement remaining as of the date immediately prior to the Date of Termination (defined below) or (ii) the Executive’s three (3) preceding years’ compensation, which three-year period shall end on the last day of the month immediately preceding the Date of Termination. For purposes of clause (i) of the preceding sentence, compensation shall include the amount of Base Salary which Executive would be entitled to receive pursuant to Section 3(a) during the applicable period (determined prior to any general reduction occurring within one year prior to the Event of Termination or any reduction which gave rise to the Event of Termination) plus a target annual cash bonus amount for each calendar year ending within the applicable period, which target annual cash bonus amount for each such year shall be equal to the target annual cash bonus amount for the calendar year in which the Date of Termination occurs (regardless of whether the actual annual cash bonus payment for any such year is less than or more than such target annual cash bonus amount, and without proration). For purposes of clause (ii) above, compensation shall include the amount of Base Salary which Executive received during the applicable period (or was entitled to receive under Section 3(a) prior to any general reduction occurring within one year prior to the Event of Termination or any reduction which gave rise to the Event of Termination) plus a target annual cash bonus amount for each calendar year commencing within the applicable period, which target annual cash bonus amount for each such year shall be equal to the target annual bonus amount established for the Executive with respect to such year (regardless of whether the actual annual cash bonus payment for any such year was less than or more than such target annual cash bonus amounts, and without proration). Subject to any delay required to comply with Code Section 409A, such payments shall be made in a lump sum within five (5) business days of the Date of Termination relating to such Event of Termination, unless Executive has made a prior election (in accordance with procedures established by resignation upon the Committee and in compliance with Code Section 409A) to have such payments made in thirty-six (36) monthly installments (without interest) beginning with the month following the month of Executive’s termination. Notwithstanding the foregoing, if the Bank is not in compliance with its minimum regulatory capital requirements, such payments shall be deferred until such time as the Bank is in capital compliance. (c) Upon the occurrence of an Event of Termination, the Bank will cause to be continued medical, dental, disability and life insurance coverage substantially identical (including coverage amounts, co-pays, deductible amounts and maximum out-of-pocket amounts) to the coverage that would have been provided by the Bank for the Executive and his dependents from time to time in accordance with Section 3(c) if Executive’s employment had continued hereunder. The Bank’s obligation and the Executive’s entitlement to continued medical and dental coverage shall be governed by the provisions of Section 7 below. With respect to disability and life insurance coverage, Executive shall be obligated to continue to pay, on a monthly basis, the portion of the cost of such insurance coverage that he would be required to pay if his employment had continued. Such continuing insurance and payment arrangements for disability and life insurance coverage shall continue until the earlier of: (i) the date Executive fails to remit to the Bank the required monthly premium amount for such insurance coverage within a thirty (30) day grace period of when such payment is due (or, if later, within thirty (30) days after Executive is informed of the payment due); (ii) the date Executive obtains insurance coverage from another employer that is not less than that provided by the Bank; (iii) the date of Executive’s death; (iv) age 65; or (v) sixty (60) days prior written notice given within months from the Date of Termination relating to the Event of Termination. (d) In addition to the other benefits provided by this Section 4, Executive shall be entitled to a reasonable period lump-sum payment of time not his accrued vacation benefits through the date of Executive’s termination. Executive shall also be entitled to exceedall other payments or benefits to which he may be entitled under the terms of any applicable compensation arrangement or benefit, except in case of a continuing breachor fringe benefit plan, four calendar months after the event giving rise to said right to electprogram or grant.

Payments to Executive Upon Termination of Employment. The provisions of this Section shall in all respects be subject to the terms and conditions stated in Sections 8 and 16. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" '' shall mean and include any one or more of the following:(ifollowing: (i) the termination by the Holding Company of Executive's full-time employment hereunder for any reason other than following a Change in Control, as defined in Section 5(a) hereof hereof, or termination for Cause, as defined in Section 8 hereof, or the nonrenewal of this Agreement pursuant to Section 2(a) hereof; and (ii) Executive's resignation from the Holding Company's employ, upon any (A) failure to elect or reelect or to appoint or reappoint Executive as the President and Chief Executive Officer Officer, or failure to nominate or renominate (and as to the Bank, elect) Executive to the Board of Directors or failure to elect or reelect Executive as Chairman of the Board if elected as a directorDirectors, (B) material change in Executive's function, duties, or responsibilities, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, 1 above, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement), (C) liquidation, dissolution, consolidation, or merger of the Holding Company in which the Holding Company is not the resulting entity entity, or transfer of all or substantially all of the assets of the Holding Company in which the Holding Company is not the resulting entity, and to which Executive does not consent, or (D) material breach of this Agreement by the Holding Company. Upon the occurrence of any event described in clauses (ii) (A), (B), (C) or (D), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty thirty (6030) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four calendar months months) after the event giving rise to said right to elect, which termination by Executive shall be an Event of Termination.

Payments to Executive Upon Termination of Employment. The provisions of this Section shall in all respects be subject to the terms and conditions stated in Sections 8 8, 24 and 1625. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's ’s term of employment under this Agreement, the provisions of this Section 4 shall apply. As used in this Agreement, an "“Event of Termination" ” shall mean and include any one or more of the following:(ifollowing: (i) the termination by the Holding Company of Executive's full-time ’s employment hereunder for any reason other than when such termination follows a Change in Control, Control (as defined in Section 5(a) hereof hereof) or when such termination is a Termination for Cause, Cause (as defined in Section 8 hereof); (ii) Executive's ’s resignation from the Holding Company's employ’s employ (in accordance with the procedures outlined in this Section 4(a)), upon following any (A) failure to elect or reelect re-appoint Executive as the Chief Executive Officer or failure to nominate or renominate Executive to without the Board of Directors or failure to elect or reelect Executive as Chairman consent of the Board if elected as Executive, unless Executive is appointed to a directorposition of greater authority, responsibility and title, (B) material change in Executive's ’s function, duties, or responsibilitiesresponsibilities (including any series of changes which in the aggregate amount to a material change), which change would cause causes Executive's ’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, (and any such material change shall be deemed a continuing breach of this Agreement), (C) liquidation, dissolution, consolidation, or merger of the Holding Company in which the Holding Company is not the resulting entity or transfer of all or substantially all of the assets of Holding Company in which the Holding Company is not the resulting entityscope, or (DC) breach of this Agreement by the Holding Company. Upon the occurrence of any event described in clauses clause (A), (B), ) or (C) above, Executive shall, within 120 days of the occurrence of such event, give notice of such event to the Company. The Company shall thereafter have 10 business days to cure such material change or (D), abovebreach. If such material change or breach is not cured within this timeframe, Executive shall have the right to elect right, within 60 days of the end of the cure period, to terminate his employment under this Agreement. Failure of Executive to give notice to the Company of the event described in clause (A), (B) or (C) within the specified timeframe or failure of Executive to terminate his employment within the proper timeframe shall constitute a waiver by Executive of such event. In the event of Executive’s death (i) following the date the Executive has given notice of an event described in clause (A), (B) or (C) above within the required 120-day period (unless, prior to such death, the Company has cured the material change or breach or commenced action to so cure the material change or breach within the required 10-day period), or (ii) after Executive has resigned his employment within the 60-day period following the end of the cure period, an Event of Termination shall be deemed to have occurred immediately prior to the date of Executive’s death. (b) Upon the occurrence of an Event of Termination, the Company shall pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to the greater of: (i) the compensation the Executive would be entitled to receive during the term of the Agreement remaining as of the date immediately prior to the Date of Termination (defined below) or (ii) the Executive’s three (3) preceding years’ compensation, which three-year period shall end on the last day of the month immediately preceding the Date of Termination. For purposes of clause (i) of the preceding sentence, compensation shall include the amount of Base Salary which Executive would be entitled to receive pursuant to Section 3(a) during the applicable period (determined prior to any general reduction occurring within one year prior to the Event of Termination or any reduction which gave rise to the Event of Termination) plus a target annual cash bonus amount for each calendar year ending within the applicable period, which target annual cash bonus amount for each such year shall be equal to the target annual cash bonus amount for the calendar year in which the Date of Termination occurs (regardless of whether the actual annual cash bonus payment for any such year is less than or more than such target annual cash bonus amount, and without proration). For purposes of clause (ii) above, compensation shall include the amount of Base Salary which Executive received during the applicable period (or was entitled to receive under Section 3(a) prior to any general reduction occurring within one year prior to the Event of Termination or any reduction which gave rise to the Event of Termination) plus a target annual cash bonus amount for each calendar year commencing within the applicable period, which target annual cash bonus amount for each such year shall be equal to the target annual bonus amount established for the Executive with respect to such year (regardless of whether the actual annual cash bonus payment for any such year was less than or more than such target annual cash bonus amounts, and without proration). Subject to any delay required to comply with Code Section 409A, such payments shall be made in a lump sum within five (5) business days of the Date of Termination relating to such Event of Termination, unless Executive has made a prior election (in accordance with procedures established by resignation upon the Committee and in compliance with Code Section 409A) to have such payments made in thirty-six (36) monthly installments (without interest) beginning with the month following the month of Executive’s termination. (c) Upon the occurrence of an Event of Termination, the Company will cause to be continued medical, dental, disability and life insurance coverage substantially identical (including coverage amounts, co-pays, deductible amounts and maximum out-of-pocket amounts) to the coverage that would have been provided by the Company for the Executive and his dependents from time to time in accordance with Section 3(c) if Executive’s employment had continued hereunder. The Company’s obligation and the Executive’s entitlement to continued medical and dental coverage shall be governed by the provisions of Section 7 below. With respect to disability and life insurance coverage, Executive shall be obligated to continue to pay, on a monthly basis, the portion of the cost of such insurance coverage that he would be required to pay if his employment had continued. Such continuing insurance and payment arrangements for disability and life insurance coverage shall continue until the earlier of: (i) the date Executive fails to remit to the Company the required monthly premium amount for such insurance coverage within a thirty (30) day grace period of when such payment is due (or, if later, within thirty (30) days after Executive is informed of the payment due); (ii) the date Executive obtains insurance coverage from another employer that is not less than that provided by the Company; (iii) the date of Executive’s death; (iv) age 65; or (v) sixty (60) days prior written notice given within months from the Date of Termination relating to the Event of Termination. (d) In addition to the other benefits provided by this Section 4, Executive shall be entitled to a reasonable period lump-sum payment of time not his accrued vacation benefits through the date of Executive’s termination. Executive shall also be entitled to exceedall other payments or benefits to which he may be entitled under the terms of any applicable compensation arrangement or benefit, except in case of a continuing breachor fringe benefit plan, four calendar months after the event giving rise to said right to electprogram or grant.

Payments to Executive Upon Termination of Employment. The provisions of this Section shall in all respects be subject to the terms and conditions stated in Sections 8 and 16. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following:(i) the termination by the Holding Company of Executive's full-time employment hereunder for any reason other than a Change in Control, as defined in Section 5(a) hereof or for Cause, as defined in Section 8 hereof; (ii) Executive's resignation from the Holding Company's employ, upon any (A) failure to elect or reelect Executive as the Chief Executive Officer or failure to nominate or renominate Executive to the Board of Directors or failure to elect or reelect Executive as Chairman of the Board if elected as a director, (B) material change in Executive's function, duties, or responsibilities, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, (and any such material change shall be deemed a continuing breach of this Agreement), (C) liquidation, dissolution, consolidation, or merger of the Holding Company in which the Holding Company is not the resulting entity or transfer of all or substantially all of the assets of Holding Company in which the Holding Company is not the resulting entity, or (Dd) breach of this Agreement by the Holding Company. Upon the occurrence of any event described in clauses (A), (B), (C) or (D), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within a reasonable period of time not to exceed, except in case of a continuing breach, four calendar months after the event giving rise to said right to elect.

Payments to Executive Upon Termination of Employment. The provisions of this Section shall in all respects be subject to the terms and conditions stated in Sections 8 and 16. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following:(ifollowing: (i) the termination by the Holding Company Bank of Executive's full-time employment hereunder for any reason other than following a Change in Control, as defined in Section 5(a) hereof hereof, or termination for Cause, as defined in Section 8 hereof, or termination upon a resolution adopted by two-thirds of the Incumbent Board (as defined in Section 5(a) hereof) in which the Chief Executive Officer of the Bank concurs; (ii) Executive's resignation from the Holding CompanyBank's employ, upon any (A) failure to elect or reelect or to appoint or reappoint Executive as the Executive Vice President and Chief Executive Officer or failure to nominate or renominate Executive to the Board of Directors or failure to elect or reelect Executive as Chairman Lending Officer, of the Board if elected as a directorBank, (B) material change in Executive's function, duties, or responsibilities, which change would cause Executive's position to become one of lesser responsibility, importance, responsibilities or scope from the position and attributes thereof described in Section 1, 1 above, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement), (C) liquidation, dissolution, consolidation, or merger of the Bank or the Holding Company in which the Bank or the Holding Company is not the resulting entity entity, or transfer of all or substantially all of the assets of the Bank or Holding Company in which the Bank or the Holding Company is not the resulting entity, and to which Executive does not consent, or (D) a material breach of this Agreement by the Holding CompanyBank. Upon the occurrence of any event described in clauses Section 4(ii) (A), (B), (C) or (D), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty thirty (6030) days days' prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, exceed four calendar months months) after the event giving rise to said right to elect, which termination by Executive shall be an Event of Termination.

Payments to Executive Upon Termination of Employment. The provisions of this Section shall in all respects be subject to the terms and conditions stated in Sections 8 8, 15, 24 and 1625. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's ’s term of employment under this Agreement, the provisions of this Section 4 shall apply. As used in this Agreement, an "“Event of Termination" ” shall mean and include any one or more of the following:(ifollowing: (i) the termination by the Holding Bank or the Company of Executive's full-time ’s employment hereunder for any reason other than when such termination follows a Change in Control, Control (as defined in Section 5(a) hereof hereof) or when such termination is a Termination for Cause, Cause (as defined in Section 8 hereof); (ii) Executive's ’s resignation from the Holding Company's employBank’s employ (in accordance with the procedures outlined in this Section 4(a)), upon following any (A) failure to elect or reelect re-appoint Executive as Executive Vice President and Chief Financial Officer without the Chief consent of the Executive, unless Executive Officer is appointed to a position of greater authority, responsibility and title, or the failure to nominate re-appoint or renominate Executive to the Board of Directors or failure to re-elect or reelect Executive as Chairman a member of the Board if elected as a directorBoard, without the consent of Executive, (B) material change in Executive's ’s function, duties, or responsibilitiesresponsibilities (including any series of changes which in the aggregate amount to a material change), which change would cause causes Executive's ’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, (and any such material change shall be deemed a continuing breach of this Agreement), (C) liquidation, dissolution, consolidation, or merger of the Holding Company in which the Holding Company is not the resulting entity or transfer of all or substantially all of the assets of Holding Company in which the Holding Company is not the resulting entityscope, or (DC) breach of this Agreement by the Holding CompanyBank. Upon the occurrence of any event described in clauses clause (A), (B), ) or (C) above, Executive shall, within 120 days of the occurrence of such event, give notice of such event to the Bank. The Bank shall thereafter have 10 business days to cure such material change or (D), abovebreach. If such material change or breach is not cured within this timeframe, Executive shall have the right to elect right, within 60 days of the end of the cure period, to terminate his employment under this Agreement. Failure of Executive to give notice to the Bank of the event described in clause (A), (B) or (C) within the specified timeframe or failure of Executive to terminate his employment within the proper timeframe shall constitute a waiver by Executive of such event. In the event of Executive’s death (i) following the date the Executive has given notice of an event described in clause (A), (B) or (C) above within the required 120-day period (unless, prior to such death, the Bank has cured the material change or breach or commenced action to so cure the material change or breach within the required 10-day period), or (ii) after Executive has resigned his employment within the 60-day period following the end of the cure period, an Event of Termination shall be deemed to have occurred immediately prior to the date of Executive’s death. (b) Upon the occurrence of an Event of Termination, the Bank shall pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to the greater of: (i) the compensation the Executive would be entitled to receive during the term of the Agreement remaining as of the date immediately prior to the Date of Termination (defined below) or (ii) the Executive’s three (3) preceding years’ compensation, which three-year period shall end on the last day of the month immediately preceding the Date of Termination. For purposes of clause (i) of the preceding sentence, compensation shall include the amount of Base Salary which Executive would be entitled to receive pursuant to Section 3(a) during the applicable period (determined prior to any general reduction occurring within one year prior to the Event of Termination or any reduction which gave rise to the Event of Termination) plus a target annual cash bonus amount for each calendar year ending within the applicable period, which target annual cash bonus amount for each such year shall be equal to the target annual cash bonus amount for the calendar year in which the Date of Termination occurs (regardless of whether the actual annual cash bonus payment for any such year is less than or more than such target annual cash bonus amount, and without proration). For purposes of clause (ii) above, compensation shall include the amount of Base Salary which Executive received during the applicable period (or was entitled to receive under Section 3(a) prior to any general reduction occurring within one year prior to the Event of Termination or any reduction which gave rise to the Event of Termination) plus a target annual cash bonus amount for each calendar year commencing within the applicable period, which target annual cash bonus amount for each such year shall be equal to the target annual bonus amount established for the Executive with respect to such year (regardless of whether the actual annual cash bonus payment for any such year was less than or more than such target annual cash bonus amounts, and without proration). Subject to any delay required to comply with Code Section 409A, such payments shall be made in a lump sum within five (5) business days of the Date of Termination relating to such Event of Termination, unless Executive has made a prior election (in accordance with procedures established by resignation upon the Committee and in compliance with Code Section 409A) to have such payments made in thirty-six (36) monthly installments (without interest) beginning with the month following the month of Executive’s termination. Notwithstanding the foregoing, if the Bank is not in compliance with its minimum regulatory capital requirements, such payments shall be deferred until such time as the Bank is in capital compliance. (c) Upon the occurrence of an Event of Termination, the Bank will cause to be continued medical, dental, disability and life insurance coverage substantially identical (including coverage amounts, co-pays, deductible amounts and maximum out-of-pocket amounts) to the coverage that would have been provided by the Bank for the Executive and his dependents from time to time in accordance with Section 3(c) if Executive’s employment had continued hereunder. The Bank’s obligation and the Executive’s entitlement to continued medical and dental coverage shall be governed by the provisions of Section 7 below. With respect to disability and life insurance coverage, Executive shall be obligated to continue to pay, on a monthly basis, the portion of the cost of such insurance coverage that he would be required to pay if his employment had continued. Such continuing insurance and payment arrangements for disability and life insurance coverage shall continue until the earlier of: (i) the date Executive fails to remit to the Bank the required monthly premium amount for such insurance coverage within a thirty (30) day grace period of when such payment is due (or, if later, within thirty (30) days after Executive is informed of the payment due); (ii) the date Executive obtains insurance coverage from another employer that is not less than that provided by the Bank; (iii) the date of Executive’s death; (iv) age 65; or (v) sixty (60) days prior written notice given within months from the Date of Termination relating to the Event of Termination. (d) In addition to the other benefits provided by this Section 4, Executive shall be entitled to a reasonable period lump-sum payment of time not his accrued vacation benefits through the date of Executive’s termination. Executive shall also be entitled to exceedall other payments or benefits to which he may be entitled under the terms of any applicable compensation arrangement or benefit, except in case of a continuing breachor fringe benefit plan, four calendar months after the event giving rise to said right to electprogram or grant.

Payments to Executive Upon Termination of Employment. The provisions of this Section shall in all respects be subject to the terms and conditions stated in Sections 8 8, 15, 24 and 1625. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's ’s term of employment under this Agreement, the provisions of this Section 4 shall apply. As used in this Agreement, an "“Event of Termination" ” shall mean and include any one or more of the following:(ifollowing: (i) the termination by the Holding Bank or the Company of Executive's full-time ’s employment hereunder for any reason other than when such termination follows a Change in Control, Control (as defined in Section 5(a) hereof hereof) or when such termination is a Termination for Cause, Cause (as defined in Section 8 hereof); (ii) Executive's ’s resignation from the Holding Company's employBank’s employ (in accordance with the procedures outlined in this Section 4(a)), upon following any (A) failure to elect or reelect re-appoint Executive as President without the Chief consent of the Executive, unless Executive Officer is appointed to a position of greater authority, responsibility and title, or the failure to nominate re-appoint or renominate Executive to the Board of Directors or failure to re-elect or reelect Executive as Chairman a member of the Board if elected as a directorBoard, without the consent of Executive, (B) material change in Executive's ’s function, duties, or responsibilitiesresponsibilities (including any series of changes which in the aggregate amount to a material change), which change would cause causes Executive's ’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, (and any such material change shall be deemed a continuing breach of this Agreement), (C) liquidation, dissolution, consolidation, or merger of the Holding Company in which the Holding Company is not the resulting entity or transfer of all or substantially all of the assets of Holding Company in which the Holding Company is not the resulting entityscope, or (DC) breach of this Agreement by the Holding CompanyBank. Upon the occurrence of any event described in clauses clause (A), (B), ) or (C) above, Executive shall, within 120 days of the occurrence of such event, give notice of such event to the Bank. The Bank shall thereafter have 10 business days to cure such material change or (D), abovebreach. If such material change or breach is not cured within this timeframe, Executive shall have the right to elect right, within 60 days of the end of the cure period, to terminate his employment under this Agreement. Failure of Executive to give notice to the Bank of the event described in clause (A), (B) or (C) within the specified timeframe or failure of Executive to terminate his employment within the proper timeframe shall constitute a waiver by Executive of such event. In the event of Executive’s death (i) following the date the Executive has given notice of an event described in clause (A), (B) or (C) above within the required 120-day period (unless, prior to such death, the Bank has cured the material change or breach or commenced action to so cure the material change or breach within the required 10-day period), or (ii) after Executive has resigned his employment within the 60-day period following the end of the cure period, an Event of Termination shall be deemed to have occurred immediately prior to the date of Executive’s death. (b) Upon the occurrence of an Event of Termination, the Bank shall pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to the greater of: (i) the compensation the Executive would be entitled to receive during the term of the Agreement remaining as of the date immediately prior to the Date of Termination (defined below) or (ii) the Executive’s three (3) preceding years’ compensation, which three-year period shall end on the last day of the month immediately preceding the Date of Termination. For purposes of clause (i) of the preceding sentence, compensation shall include the amount of Base Salary which Executive would be entitled to receive pursuant to Section 3(a) during the applicable period (determined prior to any general reduction occurring within one year prior to the Event of Termination or any reduction which gave rise to the Event of Termination) plus a target annual cash bonus amount for each calendar year ending within the applicable period, which target annual cash bonus amount for each such year shall be equal to the target annual cash bonus amount for the calendar year in which the Date of Termination occurs (regardless of whether the actual annual cash bonus payment for any such year is less than or more than such target annual cash bonus amount, and without proration). For purposes of clause (ii) above, compensation shall include the amount of Base Salary which Executive received during the applicable period (or was entitled to receive under Section 3(a) prior to any general reduction occurring within one year prior to the Event of Termination or any reduction which gave rise to the Event of Termination) plus a target annual cash bonus amount for each calendar year commencing within the applicable period, which target annual cash bonus amount for each such year shall be equal to the target annual bonus amount established for the Executive with respect to such year (regardless of whether the actual annual cash bonus payment for any such year was less than or more than such target annual cash bonus amounts, and without proration). Subject to any delay required to comply with Code Section 409A, such payments shall be made in a lump sum within five (5) business days of the Date of Termination relating to such Event of Termination, unless Executive has made a prior election (in accordance with procedures established by resignation upon the Committee and in compliance with Code Section 409A) to have such payments made in thirty-six (36) monthly installments (without interest) beginning with the month following the month of Executive’s termination. Notwithstanding the foregoing, if the Bank is not in compliance with its minimum regulatory capital requirements, such payments shall be deferred until such time as the Bank is in capital compliance. (c) Upon the occurrence of an Event of Termination, the Bank will cause to be continued medical, dental, disability and life insurance coverage substantially identical (including coverage amounts, co-pays, deductible amounts and maximum out-of-pocket amounts) to the coverage that would have been provided by the Bank for the Executive and his dependents from time to time in accordance with Section 3(c) if Executive’s employment had continued hereunder. The Bank’s obligation and the Executive’s entitlement to continued medical and dental coverage shall be governed by the provisions of Section 7 below. With respect to disability and life insurance coverage, Executive shall be obligated to continue to pay, on a monthly basis, the portion of the cost of such insurance coverage that he would be required to pay if his employment had continued. Such continuing insurance and payment arrangements for disability and life insurance coverage shall continue until the earlier of: (i) the date Executive fails to remit to the Bank the required monthly premium amount for such insurance coverage within a thirty (30) day grace period of when such payment is due (or, if later, within thirty (30) days after Executive is informed of the payment due); (ii) the date Executive obtains insurance coverage from another employer that is not less than that provided by the Bank; (iii) the date of Executive’s death; (iv) age 65; or (v) sixty (60) days prior written notice given within months from the Date of Termination relating to the Event of Termination. (d) In addition to the other benefits provided by this Section 4, Executive shall be entitled to a reasonable period lump-sum payment of time not his accrued vacation benefits through the date of Executive’s termination. Executive shall also be entitled to exceedall other payments or benefits to which he may be entitled under the terms of any applicable compensation arrangement or benefit, except in case of a continuing breachor fringe benefit plan, four calendar months after the event giving rise to said right to electprogram or grant.

Payments to Executive Upon Termination of Employment. The provisions of this Section shall in all respects be subject to the terms and conditions stated in Sections 8 8, 24 and 1625. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's ’s term of employment under this Agreement, the provisions of this Section 4 shall apply. As used in this Agreement, an "“Event of Termination" ” shall mean and include any one or more of the following:(ifollowing: (i) the termination by the Holding Company of Executive's full-time ’s employment hereunder for any reason other than when such termination follows a Change in Control, Control (as defined in Section 5(a) hereof hereof) or when such termination is a Termination for Cause, Cause (as defined in Section 8 hereof); (ii) Executive's ’s resignation from the Holding Company's employ’s employ (in accordance with the procedures outlined in this Section 4(a)), upon following any (A) failure to elect or reelect re-appoint Executive as Executive Vice President and Chief Financial Officer without the Chief Executive Officer or failure to nominate or renominate Executive to the Board of Directors or failure to elect or reelect Executive as Chairman consent of the Board if elected as Executive, unless Executive is appointed to a directorposition of greater authority, responsibility and title, (B) material change in Executive's ’s function, duties, or responsibilitiesresponsibilities (including any series of changes which in the aggregate amount to a material change), which change would cause causes Executive's ’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, (and any such material change shall be deemed a continuing breach of this Agreement), (C) liquidation, dissolution, consolidation, or merger of the Holding Company in which the Holding Company is not the resulting entity or transfer of all or substantially all of the assets of Holding Company in which the Holding Company is not the resulting entityscope, or (DC) breach of this Agreement by the Holding Company. Upon the occurrence of any event described in clauses clause (A), (B), ) or (C) above, Executive shall, within 120 days of the occurrence of such event, give notice of such event to the Company. The Company shall thereafter have 10 business days to cure such material change or (D), abovebreach. If such material change or breach is not cured within this timeframe, Executive shall have the right to elect right, within 60 days of the end of the cure period, to terminate his employment under this Agreement. Failure of Executive to give notice to the Company of the event described in clause (A), (B) or (C) within the specified timeframe or failure of Executive to terminate his employment within the proper timeframe shall constitute a waiver by Executive of such event. In the event of Executive’s death (i) following the date the Executive has given notice of an event described in clause (A), (B) or (C) above within the required 120-day period (unless, prior to such death, the Company has cured the material change or breach or commenced action to so cure the material change or breach within the required 10-day period), or (ii) after Executive has resigned his employment within the 60-day period following the end of the cure period, an Event of Termination shall be deemed to have occurred immediately prior to the date of Executive’s death. (b) Upon the occurrence of an Event of Termination, the Company shall pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to the greater of: (i) the compensation the Executive would be entitled to receive during the term of the Agreement remaining as of the date immediately prior to the Date of Termination (defined below) or (ii) the Executive’s three (3) preceding years’ compensation, which three-year period shall end on the last day of the month immediately preceding the Date of Termination. For purposes of clause (i) of the preceding sentence, compensation shall include the amount of Base Salary which Executive would be entitled to receive pursuant to Section 3(a) during the applicable period (determined prior to any general reduction occurring within one year prior to the Event of Termination or any reduction which gave rise to the Event of Termination) plus a target annual cash bonus amount for each calendar year ending within the applicable period, which target annual cash bonus amount for each such year shall be equal to the target annual cash bonus amount for the calendar year in which the Date of Termination occurs (regardless of whether the actual annual cash bonus payment for any such year is less than or more than such target annual cash bonus amount, and without proration). For purposes of clause (ii) above, compensation shall include the amount of Base Salary which Executive received during the applicable period (or was entitled to receive under Section 3(a) prior to any general reduction occurring within one year prior to the Event of Termination or any reduction which gave rise to the Event of Termination) plus a target annual cash bonus amount for each calendar year commencing within the applicable period, which target annual cash bonus amount for each such year shall be equal to the target annual bonus amount established for the Executive with respect to such year (regardless of whether the actual annual cash bonus payment for any such year was less than or more than such target annual cash bonus amounts, and without proration). Subject to any delay required to comply with Code Section 409A, such payments shall be made in a lump sum within five (5) business days of the Date of Termination relating to such Event of Termination, unless Executive has made a prior election (in accordance with procedures established by resignation upon the Committee and in compliance with Code Section 409A) to have such payments made in thirty-six (36) monthly installments (without interest) beginning with the month following the month of Executive’s termination. (c) Upon the occurrence of an Event of Termination, the Company will cause to be continued medical, dental, disability and life insurance coverage substantially identical (including coverage amounts, co-pays, deductible amounts and maximum out-of-pocket amounts) to the coverage that would have been provided by the Company for the Executive and his dependents from time to time in accordance with Section 3(c) if Executive’s employment had continued hereunder. The Company’s obligation and the Executive’s entitlement to continued medical and dental coverage shall be governed by the provisions of Section 7 below. With respect to disability and life insurance coverage, Executive shall be obligated to continue to pay, on a monthly basis, the portion of the cost of such insurance coverage that he would be required to pay if his employment had continued. Such continuing insurance and payment arrangements for disability and life insurance coverage shall continue until the earlier of: (i) the date Executive fails to remit to the Company the required monthly premium amount for such insurance coverage within a thirty (30) day grace period of when such payment is due (or, if later, within thirty (30) days after Executive is informed of the payment due); (ii) the date Executive obtains insurance coverage from another employer that is not less than that provided by the Company; (iii) the date of Executive’s death; (iv) age 65; or (v) sixty (60) days prior written notice given within months from the Date of Termination relating to the Event of Termination. (d) In addition to the other benefits provided by this Section 4, Executive shall be entitled to a reasonable period lump-sum payment of time not his accrued vacation benefits through the date of Executive’s termination. Executive shall also be entitled to exceedall other payments or benefits to which he may be entitled under the terms of any applicable compensation arrangement or benefit, except in case of a continuing breachor fringe benefit plan, four calendar months after the event giving rise to said right to electprogram or grant.

Payments to Executive Upon Termination of Employment. The provisions of this Section shall in all respects be subject to the terms and conditions stated in Sections 8 and 16. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following:(ifollowing: (i) the termination by the Holding Company Bank of Executive's full-time employment hereunder for any reason other than following a Change in Control, as defined in Section 5(a) hereof hereof, or termination for Cause, as defined in Section 8 hereof, or termination upon a resolution adopted by two-thirds of the Incumbent Board (as defined in Section 5(a) hereof) in which the Chief Executive Officer of the Bank concurs; (ii) Executive's resignation from the Holding CompanyBank's employ, upon any (A) failure to elect or reelect or to appoint or reappoint Executive as the Senior Vice President and Chief Executive Officer or failure to nominate or renominate Executive to the Board of Directors or failure to elect or reelect Executive as Chairman Financial Officer, of the Board if elected as a directorBank, (B) material change in Executive's function, duties, or responsibilities, which change would cause Executive's position to become one of lesser responsibility, importance, responsibilities or scope from the position and attributes thereof described in Section 1, 1 above, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement), (C) liquidation, dissolution, consolidation, or merger of the Bank or the Holding Company in which the Bank or the Holding Company is not the resulting entity entity, or transfer of all or substantially all of the assets of the Bank or Holding Company in which the Bank or the Holding Company is not the resulting entity, and to which Executive does not consent, or (D) a material breach of this Agreement by the Holding CompanyBank. Upon the occurrence of any event described in clauses Section 4(ii) (A), (B), (C) or (D), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty thirty (6030) days days' prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, exceed four calendar months months) after the event giving rise to said right to elect, which termination by Executive shall be an Event of Termination.

Payments to Executive Upon Termination of Employment. The provisions of this Section shall in all respects be subject to the terms and conditions stated in Sections 8 and 16. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following:(ifollowing: (i) the termination by the Holding Company Bank of Executive's full-time employment hereunder for any reason other than following a Change in Control, as defined in Section 5(a) hereof or termination for Cause, as defined in Section 8 hereof, or the nonrenewal of this Agreement pursuant to Section 2(a) hereof; (ii) Executive's resignation from the Holding CompanyBank's employ, upon any (A) failure to elect or reelect or to appoint or reappoint Executive as the President and Chief Executive Officer Officer, or failure to nominate or renominate elect Executive to the Board of Directors or failure to elect or reelect Executive as Chairman Directors, of the Board if elected as a directorBank , (B) material change in Executive's function, duties, or responsibilities, which change would cause Executive's position to become one of lesser responsibility, importance, responsibilities or scope from the position and attributes thereof described in Section 1, 1 above, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement), (C) liquidation, dissolution, consolidation, or merger of the Bank or the Holding Company in which the Bank or the Holding Company is not the resulting entity entity, or transfer of all or substantially all of the assets of the Bank or Holding Company in which the Bank or the Holding Company is not the resulting entity, and to which Executive does not consent, or (D) breach of this Agreement by the Holding CompanyBank. Upon the occurrence of any event described in clauses the last clause of Section 4(a)(i) above, or in Section 4(ii) (A), (B), (C) or (D), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty thirty (6030) days days' prior written notice given within a reasonable period of time (not to exceed, except in the case of a continuing breach, four calendar months months) after the event giving rise to said right to elect, which termination by Executive shall be an Event of Termination.