Common use of Payments to Executive Clause in Contracts

Payments to Executive. (a) If the Executive remains continuously employed by the Bank until her termination of employment on or after completion of eleven (11) Years of Service, the Bank will pay to the Executive a gross amount equal to the Actuarial Equivalent of (i) the Accrued Benefit, multiplied by (ii) the number of whole years by which the Executive's life expectancy in years upon termination from employment (determined under the 1994 Group Annuity Reserving Table) exceeds the Executive's age in years as of such employment termination date. Said gross benefit amount will be paid in the Normal Form, subject to applicable withholding, and shall be payable within one hundred eighty (180) days of the date the Executive's employment with the Bank terminates or as soon as practicable thereafter. (b) The Executive's benefits under the Agreement shall become non-forfeitable in accordance with the following schedule, subject to the possible adjustments referenced in Sections 2(c) and Section 15 of this Agreement; provided, however, that all benefits payable hereunder shall be forfeited upon a termination from employment for Cause: Years of Service Non-forfeitable Percentage ---------------- -------------------------- 1 or less 0% 2 10% 3 20% 4 30% 5 40% 6 50% 7 60% 8 70% 9 80% 10 90% 11 or more 100% (c) If the Executive's benefits under this Agreement become payable upon the Executive's separation from service before the Executive's 62nd birthday for reasons other than Cause, Change in Control, death or disability pursuant to Sections 3 or 4 hereof, as applicable, then the gross amount of the Executive's benefit under shall be determined in accordance with Section 2(a), provided that the Accrued Benefit shall be reduced by 3.0% for each year benefits commence before the Executive's 62nd birthday. The foregoing 3.0% reduction shall be pro-rated for a partial year. (d) In lieu of the Normal Form provided by Section 2(a), with the written consent of the Board of Directors of the Bank, the Executive may elect at least twelve (12) months prior to the date on which payments are to commence an optional form of payment which is the Actuarial Equivalent of the Normal Form to which the Executive is entitled; provided, however, in the case of an election related to a payment not made on account of the Executive's disability (as defined in Section 4 hereof) or death, the payment(s) to be made with respect to such election must be deferred for a period of not less than five (5) years from the date such payment(s) would otherwise have been made and may not be made less than twelve (12) months prior to the date that the scheduled payment(s) would have been made in the Normal Form. (e) Notwithstanding anything to the contrary herein contained or implied, in no event shall the Executive be entitled to receive any benefits under this Agreement if she is terminated by the Bank for Cause.

Payments to Executive. (a) If the Executive remains continuously employed by the Bank until her his termination of employment on or after completion of eleven (11) Years of Service, the Bank will pay to the Executive a gross amount equal to the Actuarial Equivalent of (i) the Accrued Benefit, multiplied by (ii) the number of whole years by which the Executive's life expectancy in years upon termination from employment (determined under the 1994 Group Annuity Reserving Table) exceeds the Executive's age in years as of such employment termination date. Said gross benefit amount will be paid in the Normal Form, subject to applicable withholding, and shall be payable within one hundred eighty (180) days of on the date which is six (6) months after the Executive's employment with the Bank terminates or as soon as practicable thereafter. (b) The Executive's benefits under the this Agreement shall become non-forfeitable in accordance with the following schedule, subject to the possible adjustments referenced in Sections 2(c) and Section 15 of this Agreement; provided, however, that all benefits payable hereunder shall be forfeited upon a termination from employment for Cause: Years of Service Non-forfeitable Percentage ---------------- -------------------------- 1 or less 0% 2 10% 3 20% 4 30% 5 40% 6 50% 7 60% 8 70% 9 80% 10 90% 11 or more 100% (c) If the Executive's benefits under this Agreement become payable upon the Executive's separation from service before the Executive's 62nd birthday for reasons other than Cause, Change in Control, death or disability pursuant to Sections 3 or 4 hereof, as applicable, then the gross amount of the Executive's benefit under shall be determined in accordance with Section 2(a), provided that the Accrued Benefit shall be reduced by 3.0% for each year benefits commence before the Executive's 62nd birthday. The foregoing 3.0% reduction shall be pro-rated for a partial year. (d) In lieu of the Normal Form provided by Section 2(a), with the written consent of the Board of Directors of the Bank, the Executive may elect at least elect, not less than twelve (12) months prior to the date on which payments are the first payment is to commence commence, an optional form of payment monthly payments which is are the Actuarial Equivalent of the Normal Form to which the Executive is entitled; provided, however, that in the case of an election related to a payment not made on account of the Executive's disability (as defined in Section 4 hereof) or death, the payment(s) to be made with respect to such election must shall be deferred for a period of not less than five (5) years from the date such payment(s) would otherwise have been made and may not be made less than twelve (12) months prior to the date that the first scheduled payment(s) payment would have been made in the Normal Form. (e) Notwithstanding anything to the contrary herein contained or implied, in no event shall the Executive be entitled to receive any benefits under this Agreement if she he is terminated by the Bank for Cause.

Payments to Executive. (a) If the Executive remains continuously employed by the Bank until her his termination of employment on or after completion of eleven (11) Years of Service, the Bank will pay to the Executive a gross amount equal to the Actuarial Equivalent of (i) the Accrued Benefit, multiplied by (ii) the number of whole years by which the Executive's life expectancy in years upon termination from employment (determined under the 1994 Group Annuity Reserving Table) exceeds the Executive's age in years as of such employment termination date. Said gross benefit amount will be paid in the Normal Form, subject to applicable withholding, and shall be payable within one hundred eighty (180) days of the date the Executive's employment with the Bank terminates or as soon as practicable thereafter. (b) The Executive's benefits under the Agreement shall become non-forfeitable in accordance with the following schedule, subject to the possible adjustments referenced in Sections 2(c) and Section 15 of this Agreement; provided, however, that all benefits payable hereunder shall be forfeited upon a termination from employment for Cause: Years of Service Non-forfeitable Percentage ---------------- -------------------------- 1 or less 0% 2 10% 3 20% 4 30% 5 40% 6 50% 7 60% 8 70% 9 80% 10 90% 11 or more 100% (c) If the Executive's benefits under this Agreement become payable upon the Executive's separation from service before the Executive's 62nd birthday for reasons other than Cause, Change in Control, death or disability pursuant to Sections 3 or 4 hereof, as applicable, then the gross amount of the Executive's benefit under shall be determined in accordance with Section 2(a), provided that the Accrued Benefit shall be reduced by 3.0% for each year benefits commence before the Executive's 62nd birthday. The foregoing 3.0% reduction shall be pro-rated for a partial year. (d) In lieu of the Normal Form provided by Section 2(a), with the written consent of the Board of Directors of the Bank, the Executive may elect at least twelve (12) months prior to the date on which payments are to commence an optional form of payment which is the Actuarial Equivalent of the Normal Form to which the Executive is entitled; provided, however, in the case of an election related to a payment not made on account of the Executive's disability (as defined in Section 4 hereof) or death, the payment(s) to be made with respect to such election must be deferred for a period of not less than five (5) years from the date such payment(s) would otherwise have been made and may not be made less than twelve (12) months prior to the date that the scheduled payment(s) would have been made in the Normal Form. (e) Notwithstanding anything to the contrary herein contained or implied, in no event shall the Executive be entitled to receive any benefits under this Agreement if she he is terminated by the Bank for Cause.

Payments to Executive. (a) If Upon the Executive remains continuously employed by the Bank until her termination of employment on or after completion of eleven (11) Years of ServiceEmployment Termination Date, the Bank will Company shall pay to Executive any accrued, unpaid salary and vacation pay, and the Executive a gross amount equal to pro rata portion of the Actuarial Equivalent of (i) the Accrued Benefit, multiplied by (ii) the number of whole years by which the Executive's life expectancy in years upon termination from employment (determined bonus payment under the 1994 Group Annuity Reserving Table) exceeds the Executive's age Company’s bonus program for performance in years 2003 that will have accrued as of such employment termination date. Said gross benefit the Employment Termination Date, which pro rata bonus amount will be paid in Executive and the Normal FormCompany hereby agree is $25,068, subject to applicable withholding, and withholding taxes. Executive shall not be payable within one hundred eighty entitled to any other payments from the Company except as specifically provided herein. TRANSITION AGREEMENT (180) days of the date the Executive's employment with the Bank terminates or as soon as practicable thereafter.XXXXXXX XXXXXXX) (b) The Executive's benefits Executive shall be entitled to a bonus payment under the Agreement Company’s bonus program for performance in 2002 equal to $25,000, subject to applicable withholding taxes. (c) Upon the Employment Termination Date, and subject to the provisions of Section 3, Executive shall become non-forfeitable be entitled to severance payments equal to one year’s base salary of $250,000, payable over six months in accordance with the following scheduleCompany’s usual payroll practices and subject to applicable withholding taxes. (d) Upon the Employment Termination Date, all of the 2,200,000 shares purchased by Executive pursuant to the option granted by the Company on November 5, 1999 (the “1999 Option”), shall become fully vested and the Company’s right of repurchase with respect thereto shall lapse. (e) Upon the Employment Termination Date, all of the shares subject to the possible adjustments referenced option granted to Executive by the Company on August 8, 2001 (the “2001 Option”), that would have vested on or before the date that is twelve (12) months after the Employment Termination Date (or 100,000 shares) (the “Vested Shares”), shall become fully vested and the Company’s right of repurchase with respect thereto shall lapse. As of the Employment Termination Date, the 2001 Option shall terminate with respect to the remaining 300,000 shares and may never be exercised with respect to any shares other than the Vested Shares. (f) Subject to the provisions of Section 3, the 2001 Option shall remain exercisable with respect to the Vested Shares for five (5) years following the Employment Termination Date. (g) The full recourse promissory note in Sections 2(cthe principal amount of $108,900, plus accrued interest, dated February 11, 2000 (the “Note”), that was delivered by Executive to the Company in connection with Executive’s exercise of the 1999 Option shall become payable six (6) and Section 15 of this Agreementmonths after the Employment Termination Date; provided, however, that all benefits payable hereunder subject to the provisions of Section 3, and provided further that the Company will not incur an adverse charge for financial reporting purposes, the Company shall be forfeited upon agree to extend the due date of the Note to the earlier of the date that is three (3) years after the Employment Termination Date, or the date that the Company is acquired in a termination from employment for Cause: Years of Service Non-forfeitable Percentage ---------------- -------------------------- 1 merger or less 0% 2 10% 3 20% 4 30% 5 40% 6 acquisition in which fifty percent (50% 7 60% 8 70% 9 80% 10 90% 11 %) or more 100% (c) If the Executive's benefits under this Agreement become payable upon the Executive's separation from service before the Executive's 62nd birthday for reasons other than Cause, Change in Control, death or disability pursuant to Sections 3 or 4 hereof, as applicable, then the gross amount of the Executive's benefit under shall be determined in accordance with Section 2(a)Company’s outstanding voting stock is transferred to holders different from those who held the stock immediately prior to such acquisition or merger, provided that or all or substantially all of the Accrued Benefit shall be reduced by 3.0% for each year benefits commence before assets of the Executive's 62nd birthday. The foregoing 3.0% reduction shall be pro-rated for a partial yearCompany are sold or otherwise transferred. (dh) In lieu Subject to the provisions of the Normal Form provided by Section 2(a), with the written consent of the Board of Directors of the Bank3, the Company will reimburse the group health continuation coverage premiums for Executive may elect at least and the Executive’s eligible dependents under COBRA for twelve (12) months prior to following the date on which payments are to commence an optional form of payment which is the Actuarial Equivalent of the Normal Form to which the Employment Termination Date, provided that Executive remains eligible for such continuation coverage and that Executive is entitled; provided, however, in solely responsible for electing such coverage within the case of an election related to a payment not made on account of the Executive's disability required time period. TRANSITION AGREEMENT (as defined in Section 4 hereof) or death, the payment(s) to be made with respect to such election must be deferred for a period of not less than five (5) years from the date such payment(s) would otherwise have been made and may not be made less than twelve (12) months prior to the date that the scheduled payment(s) would have been made in the Normal Form. (e) Notwithstanding anything to the contrary herein contained or implied, in no event shall the Executive be entitled to receive any benefits under this Agreement if she is terminated by the Bank for Cause.XXXXXXX XXXXXXX)

Payments to Executive. (a) If the Executive remains continuously employed by the Bank until her termination of employment on or after completion of eleven (11) Years of Service, the The Bank will pay annually to the Executive a gross an amount equal to the Actuarial Equivalent _______ percent (__%) of (i) the Accrued Benefit, multiplied by (ii) the number of whole years by which the Executive's life expectancy Final Average Compensation. Absent an election by the Executive to the contrary, said benefit will be payable in years upon the Normal Form in equal monthly installments commencing on the first day of the month next following the termination from employment (determined under the 1994 Group Annuity Reserving Table) exceeds of the Executive's age in years as of such employment termination date. Said gross benefit amount will be paid in the Normal Form, subject to applicable withholding, and shall be payable within one hundred eighty (180) days of the date the Executive's employment with the Bank terminates or as soon as practicable thereafterservice. (b) The Executive's benefits under the Agreement shall become non-forfeitable in accordance with are 100% vested and the following schedule, subject Executive is entitled to the possible adjustments referenced 100% Non-Forfeitable Benefit. (c) If the Executive retires from the employ of the Bank and terminates service before age 65, his benefit will be payable in Sections 2(c) and Section 15 the Normal Form in equal monthly installments commencing on the first day of this Agreementthe month next following the termination of the Executive's service; provided, however, that all benefits if the Accrued Benefit is payable hereunder shall be forfeited upon a termination from employment for Cause: Years of Service Non-forfeitable Percentage ---------------- -------------------------- 1 or less 0% 2 10% 3 20% 4 30% 5 40% 6 50% 7 60% 8 70% 9 80% 10 90% 11 or more 100% (c) If the Executive's benefits under this Agreement become payable upon the Executive's separation from service before the Executive's 62nd birthday for reasons other than Cause65th birthday, Change in Control, death or disability pursuant to Sections 3 or 4 hereof, as applicable, then the gross amount of the Executive's benefit under shall be determined in accordance with Section 2(a), provided that the Accrued Benefit (payable at age 65) shall be reduced by 3.0% for each year benefits commence before the Executive's 62nd 65th birthday. The foregoing 3.0% reduction shall be pro-rated for a partial year. (d) Within thirty (30) days of the execution of this Agreement the Executive shall submit his request, if any, for payment other than in the Normal Form which request shall be subject to approval by the Board of Directors of the Bank. In lieu of the Normal Form provided by Section 2(a)the foregoing provisions of this Paragraph 2, with the written consent of the Board of Directors of the Bank, the Executive may also elect at least twelve (12) months prior to the date on which payments are to commence an optional form of payment which is the Actuarial Equivalent of the Normal Form to which the Executive is entitled, which optional form of payment may be any optional form, including a lump sum; provided, however, in that the case of an election related to a first payment not made on account of the Executive's disability (as defined in Section 4 hereof) or death, the payment(s) to be made with respect pursuant to such election must be deferred for a period of shall not less than occur until at least five (5) years from the date later than such payment(s) payment would otherwise have been made and may not be made less than twelve (12) months prior to the date that the scheduled payment(s) would have been made in the Normal Formmade. (e) Notwithstanding anything in the Agreement to the contrary, to the extent required under section 409A of the Code, no payment to be made to a key employee (within the meaning of section 409A of the Code) on or after the date of his termination of service shall be made sooner than six (6) months after such termination of service. (f) Notwithstanding anything to the contrary herein contained or implied, in no event shall the Executive be entitled to receive any benefits under this Agreement if she he is terminated by the Bank for Cause.

Payments to Executive. (a) If the Executive remains continuously employed by the Bank Company from the date of his employment until her his termination of employment on or after completion of eleven he attains age fifty-eight (11) Years of Service58), the Bank Company will pay the Vested Accrued Benefit to the Executive a gross amount equal to the Actuarial Equivalent of (i) the Accrued Benefit, multiplied by (ii) the number of whole years by which the Executive's life expectancy in years upon termination from employment (determined under the 1994 Group Annuity Reserving Table) exceeds the Executive's age in years as of such employment termination date. Said gross benefit amount will be paid in the Normal Form, subject to applicable withholding, and shall be payable Form within one hundred eighty thirty (18030) days of the date the Executive's employment with the Bank terminates or as soon as practicable thereafterof termination of employment, subject to Section 2(d) hereof. (b) The Vested Accrued Benefit shall be determined pursuant to this subsection 2(b). (i) The Executive's ’s Final Average Compensation shall be calculated. (ii) The Executive’s Final Average Compensation shall be multiplied by seventy percent (70%) (the “Target Benefit”). (iii) The Target Benefit shall be reduced by: (1) one-half of the Executive’s actual Primary Social Security retirement benefit payable at age sixty-five (65), if available, otherwise as determined by the Company, (2) an amount equal to the annual amount of benefits under that would have been payable to the Agreement Executive at age sixty-five (65) on a life annuity basis from the employer account portion of the SBERA Defined Benefit Planhad such Plan not been terminated, and (3) the Annual Annuity Equivalent, as defined herein, from the employer account portion of the SBERA Defined Contribution Plan (the “Accrued Benefit”). (iv) The Accrued Benefit shall become be multiplied by the applicable non-forfeitable in accordance with percentage from the following schedule, subject to table below based on Executive’s age at his termination of employment (the possible adjustments referenced in Sections 2(c) and Section 15 of this Agreement; provided, however, that all benefits payable hereunder shall be forfeited upon a termination from employment for Cause: Years of Service Non-forfeitable Percentage ---------------- -------------------------- 1 or “Vested Accrued Benefit”). Less than 58 0 % 58 but less 0than 59 80 % 2 1059 but less than 60 85 % 3 2060 but less than 61 90 % 4 3061 but less than 62 95 % 5 40% 6 50% 7 60% 8 70% 9 80% 10 90% 11 62 or more 100100 % (c) If the Executive's benefits under this Agreement become payable upon the Executive's separation from service before the Executive's 62nd birthday for reasons other than Cause, Change in Control, death or disability pursuant to Sections 3 or 4 hereof, as applicable, then the gross amount of the Executive's benefit under shall be determined in accordance with Section 2(a), provided that the Accrued Benefit shall be reduced by 3.0% for each year benefits commence before the Executive's 62nd birthday. The foregoing 3.0% reduction shall be pro-rated for a partial year. (d) In lieu of the Normal Form provided by Section 2(a), with the written consent of the Board of Directors of the Bank, the Executive may elect at least twelve (12) months prior to the date on which payments are to commence an optional form of payment which is the Actuarial Equivalent of the Normal Form to which the Executive is entitled; provided, however, in the case of an election related to a payment not made on account of the Executive's disability (as defined in Section 4 hereof) or death, the payment(s) to be made with respect to such election must be deferred for a period of not less than five (5) years from the date such payment(s) would otherwise have been made and may not be made less than twelve (12) months prior to the date that the scheduled payment(s) would have been made in the Normal Form. (e) Notwithstanding anything to the contrary herein contained or implied, in no event shall the Executive be entitled to receive any benefits under this Agreement if she he is terminated by the Bank Company for Cause. If it is later determined that the Executive could have been terminated by the Company for Cause, any benefits payable under this Agreement shall cease and the Executive shall repay to the Company any amounts received under the terms of this Agreement. (d) Notwithstanding anything herein to the contrary, no payments shall be made to Executive under this Section 2 unless and until Executive has a Separation from Service. Further, if Executive is a Specified Employee, no payments shall be made to Executive under this Section 2 until the first day of the seventh (7th) month following such Separation from Service.