Common use of Term and Duties Clause in Contracts

Term and Duties. (a) The term of this Agreement and the period of Executive’s employment hereunder shall begin as of the Effective Date and shall continue for thirty-six (36) full calendar months thereafter. Commencing on the first anniversary date following the Effective Date and continuing on each anniversary date thereafter (the “Anniversary Date”), this Agreement shall renew for an additional year such that the remaining term shall be thirty-six (36) months, provided, however, that in order for this Agreement to renew, the disinterested members of the Board of Directors of the Bank (the “Board”) must take the following actions within the time frames set forth below prior to each Anniversary Date: (i) at least sixty (60) days prior to the Anniversary Date, conduct a comprehensive performance evaluation and review of Executive for purposes of determining whether to extend this Agreement; and (ii) affirmatively approve the renewal or non-renewal of this Agreement, which such decision shall be included in the minutes of the Board’s meeting. If the decision of such disinterested members of the Board is not to renew this Agreement, then the Board shall provide Executive with a written notice of non-renewal (“Non-Renewal Notice”) at least thirty (30) days and not more than sixty (60) days prior to any Anniversary Date, such that this Agreement shall terminate at the end of thirty-six (36) months following such Anniversary Date. The failure of the disinterested members of the Board to take the actions set forth herein before any Anniversary Date will result in the automatic non-renewal of this Agreement, even if the Board fails to affirmatively issue the Non-Renewal Notice to Executive. If the Board fails to inform Executive of its determination regarding the renewal or non-renewal of this Agreement, the Executive may request, in writing, the results of the Board’s action (or non-action) and the Board shall, within thirty (30) days of the receipt of such request, provide a written response to Executive. Reference herein to the term of this Agreement shall refer to both such initial term and such extended terms. (b) Notwithstanding the foregoing, in the event that the Bank or the Company has entered into an agreement to effect a transaction which would be considered a Change in Control as defined under Section 5 hereof, then the term of this Agreement shall automatically be extended for thirty-six (36) months following the date on which the Change in Control occurs. (c) During the period of his employment hereunder, except for periods of absence occasioned by illness, reasonable vacation periods, and reasonable leaves of absence, Executive will devote all of his business time, attention, skill and efforts to the faithful performance of his duties under this Agreement, including activities and duties related to the Executive Position. Notwithstanding the preceding sentence, subject to the approval of the Board, Executive may serve as a member of the board of directors of business, community and charitable organizations, provided that in each case such service shall not materially interfere with the performance of his duties under this Agreement, adversely affect the reputation of the Bank or any other affiliates of the Bank, or present any conflict of interest. (d) Nothing in this Agreement shall mandate or prohibit a continuation of Executive’s employment following the expiration of the term of this Agreement.

Term and Duties. (a) The term of this Agreement and the period of Executive’s employment hereunder shall begin as of the Effective Date and shall continue for thirty-six (36) full calendar months thereafterthrough January 1, 2019. Commencing on January 1, 2018 (the first anniversary date following the Effective Date “Renewal Date”) and continuing on each anniversary date January 1st thereafter (the each a “Anniversary Renewal Date”), this Agreement shall renew for an additional year such that the remaining term shall be thirtytwenty-six four (3624) months, provided, however, that in order for this Agreement to renew, the disinterested members of the Board of Directors of the Bank Company (the “Board”) must take the following actions within the time frames set forth below prior to each Anniversary Renewal Date: (i) at least sixty (60) days prior to the Anniversary Renewal Date, conduct a comprehensive performance evaluation and review of Executive for purposes of determining whether to extend this Agreement; and (ii) affirmatively approve the renewal or non-renewal of this Agreement, which such decision shall be included in the minutes of the Board’s meeting. If the decision of such disinterested members of the Board is not to renew this Agreement, then the Board shall provide Executive with a written notice of non-renewal (“Non-Renewal Notice”) at least thirty (30) days and not more than sixty (60) days prior to any Anniversary Renewal Date, such that this Agreement shall terminate at the end of thirtytwenty-six four (3624) months following such Anniversary Renewal Date. The failure of the disinterested members of the Board to take the actions set forth herein before any Anniversary Renewal Date will result in the automatic non-renewal of this Agreement, even if the Board fails to affirmatively issue the Non-Renewal Notice to Executive. If the Board fails to inform Executive of its determination regarding the renewal or non-renewal of this Agreement, the Executive may request, in writing, the results of the Board’s action (or non-action) and the Board shall, within thirty (30) days of the receipt of such request, provide a written response to Executive. Reference herein to the term of this Agreement shall refer to both such initial term and such extended terms. (b) Notwithstanding the foregoing, in the event that the Bank Company or the Company Bank has entered into an agreement to effect a transaction which would be considered a Change in Control as defined under Section 5 hereofhereof while the Executive is employed pursuant to this Agreement, then the term of this Agreement shall automatically be extended for thirtytwenty-six four (3624) months following the date on which the Change in Control occurs. (c) During the period of his employment hereunder, except for periods of absence occasioned by illness, reasonable vacation periods, and reasonable leaves of absence, Executive will devote all of his business time, attention, skill and efforts to the faithful performance of his duties under this Agreement, including activities and duties related to the Executive Position. Notwithstanding the preceding sentence, subject to the approval of the Board, Executive may serve as a member of the board of directors of business, community and charitable organizations, provided that in each case such service shall not materially interfere with the performance of his duties under this Agreement, adversely affect the reputation of the Bank Company or any other affiliates of the BankCompany, or present any conflict of interest. (d) Nothing in this Agreement shall mandate or prohibit a continuation of Executive’s employment following the expiration of the term of this Agreement.

Term and Duties. (a) The term of this Agreement and the period of Executive’s employment hereunder shall begin as of the Effective Date and shall continue for thirty-six (36) full calendar months thereafter. Commencing on the first anniversary date following the Effective Date and continuing on each anniversary date thereafter (the “Anniversary Date”), this Agreement shall renew for an additional year such that the remaining term shall be thirty-six (36) months, provided, however, that in order for this Agreement to renew, the disinterested members of the Board of Directors of the Bank (the “Board”) must take the following actions within the time frames set forth below prior to each Anniversary Date: (i) at least sixty (60) days prior to the Anniversary Date, conduct a comprehensive performance evaluation and review of Executive for purposes of determining whether to extend this Agreement; and (ii) affirmatively approve the renewal or non-renewal of this Agreement, which such decision shall be included in the minutes of the Board’s meeting. If the decision of such disinterested members of the Board is not to renew this Agreement, then the Board shall provide Executive with a written notice of non-renewal (“Non-Renewal Notice”) at least thirty (30) days and not more than sixty (60) days prior to any Anniversary Date, such that this Agreement shall terminate at the end of thirty-six (36) months following such Anniversary Date. The failure of the disinterested members of the Board to take the actions set forth herein before any Anniversary Date will result in the automatic non-renewal of this Agreement, even if the Board fails to affirmatively issue the Non-Renewal Notice to Executive. If the Board fails to inform Executive of its determination regarding the renewal or non-renewal of this Agreement, the Executive may request, in writing, the results of the Board’s action (or non-action) and the Board shall, within thirty (30) days of the receipt of such request, provide a written response to Executive. Reference herein to the term of this Agreement shall refer to both such initial term and such extended terms. (b) Notwithstanding the foregoing, in the event that the Bank or the Company has entered into an agreement to effect a transaction which would be considered a Change in Control as defined under Section 5 hereof, then the term of this Agreement shall automatically be extended for thirty-six (36) months following the date on which the Change in Control occurs. (cb) During the period of his employment hereunder, except for periods of absence occasioned by illness, reasonable vacation periods, and reasonable leaves of absence, Executive will devote all of his business time, attention, skill and efforts to the faithful performance of his duties under this Agreement, including activities and duties related to the Executive Position. Notwithstanding the preceding sentence, subject to the approval of the Board, Executive may serve as a member of the board of directors of business, community and charitable organizations, provided that in each case such service shall not materially interfere with the performance of his duties under this Agreement, adversely affect the reputation of the Bank or any other affiliates of the Bank, or present any conflict of interest. (dc) Nothing in this Agreement shall mandate or prohibit a continuation of Executive’s employment following the expiration of the term of this Agreement.

Term and Duties. (a) The term of this Agreement and the period of Executive’s employment hereunder shall begin as of the Effective Date and shall shall, initially, continue for thirty-six (36) full calendar months thereafterthrough the second anniversary of the Effective Date. Commencing on January 1, 2021 (the first anniversary date following the Effective Date “Renewal Date”) and continuing on each anniversary date January 1st thereafter (the each a “Anniversary Renewal Date”), this Agreement shall renew for an additional year such that the remaining term shall be thirtytwenty-six four (3624) months, provided, however, that in order for this Agreement to renew, the disinterested members of the Board of Directors of the Bank (the “Board”) must take the following actions within the time frames set forth below prior to each Anniversary Renewal Date: (i) at least sixty (60) days prior to the Anniversary Renewal Date, conduct a comprehensive performance evaluation and review of Executive for purposes of determining whether to extend this Agreement; and (ii) affirmatively approve the renewal or non-renewal of this Agreement, which such decision shall be included in the minutes of the Board’s meeting. If the decision of such disinterested members of the Board is not to renew this Agreement, then the Board shall provide Executive with a written notice of non-renewal (“Non-Renewal Notice”) at least thirty (30) days and not more than sixty (60) days prior to any Anniversary Renewal Date, such that this Agreement shall terminate at the end of thirtytwenty-six four (3624) months following such Anniversary Renewal Date. The failure of the disinterested members of the Board to take the actions set forth herein before any Anniversary Renewal Date will result in the automatic non-renewal of this Agreement, even if the Board fails to affirmatively issue the Non-Renewal Notice to Executive. If the Board fails to inform Executive of its determination regarding the renewal or non-renewal of this Agreement, the Executive may request, in writing, the results of the Board’s action (or non-action) and the Board shall, within thirty (30) days of the receipt of such request, provide a written response to Executive. Reference herein to the term of this Agreement shall refer to both such initial term and such extended terms. (b) Notwithstanding the foregoing, in the event that the Bank or the Company has entered into an agreement to effect a transaction which would be considered a Change in Control as defined under Section 5 hereofhereof while the Executive is employed pursuant to this Agreement, then the term of this Agreement shall automatically be extended for thirtytwenty-six four (3624) months following the date on which the Change in Control occurs. (c) During the period of his employment hereunder, except for periods of absence occasioned by illness, reasonable vacation periods, and reasonable leaves of absence, Executive will devote all of his business time, attention, skill and efforts to the faithful performance of his duties under this Agreement, including activities and duties related to the Executive Position. Notwithstanding the preceding sentence, subject to the approval of the Board, Executive may serve as a member of the board of directors of business, community and charitable organizations, provided that in each case such service shall not materially interfere with the performance of his duties under this Agreement, adversely affect the reputation of the Bank or any other affiliates of the Bank, or present any conflict of interest. (d) Nothing in this Agreement shall mandate or prohibit a continuation of Executive’s employment following the expiration of the term of this Agreement.

Term and Duties. (a) The term of this Agreement and the period of Executive’s employment hereunder shall begin as of the Effective Date and shall continue for thirty-six (36) full calendar months thereafter. Commencing on the first anniversary date following of the Effective Date and continuing on each anniversary date thereafter (the “Anniversary Date”), this Agreement shall renew for an additional year such that the remaining term shall be thirty-six (36) months, provided, however, that in order for this Agreement to renew, the disinterested members of the Board of Directors of the Bank (the “Board”) must take the following actions within the time frames set forth below prior to each Anniversary Date: non-renewal notice period (as described in the next sentence): (i) at least sixty (60) days prior to the Anniversary Date, conduct a comprehensive performance evaluation and review of Executive for purposes of determining whether to extend this Agreement; and (ii) affirmatively approve the renewal or non-renewal of this Agreement, which such decision shall be included in the minutes of the Board’s meeting. If the decision of such disinterested members of the Board is not to renew this Agreement, then the Board shall provide Executive with a written notice of non-renewal (“Non-Renewal Notice”) at least thirty (30) days and not more than sixty (60) days prior to any Anniversary Date, such that this Agreement shall terminate at the end of thirtytwenty-six four (3624) months following such Anniversary Date. The failure of the disinterested members of the Board to take the actions set forth herein before any Anniversary Date will result in the automatic non-renewal of this Agreement, even if the Board fails to affirmatively issue the Non-Renewal Notice to Executive. If the Board fails to inform Executive of its determination regarding the renewal or non-renewal of this Agreement, the Executive may request, in writing, the results of the Board’s action (or non-action) and the Board shall, within thirty (30) days of the receipt of such request, provide a written response to Executive. Reference herein to the term of this Agreement shall refer to both such initial term and such extended terms. (b) Notwithstanding the foregoing, in the event that at any time prior to the Anniversary Date the Bank or the Company Bank’s stock holding company (hereinafter referred to as the “Company”) has entered into an agreement to effect a transaction which would be considered a Change in Control as defined under Section 5 hereof, then the term of this Agreement shall automatically be extended for thirty-six (36) months following the date on which the Change in Control occurs. (cb) During the period of his employment hereunder, except for periods of absence occasioned by illness, reasonable vacation periods, and reasonable leaves of absence, Executive will devote all of his business time, attention, skill and efforts to the faithful performance of his duties under this Agreement, including activities and duties related to the Executive Position. Notwithstanding the preceding sentence, subject to the approval of the Board, Executive may serve as a member of the board of directors of business, community and charitable organizations, provided that in each case such service shall not materially interfere with the performance of his duties under this Agreement, adversely affect the reputation of the Bank or any other affiliates of the Bank, or present any conflict of interest. (dc) Nothing in this Agreement shall mandate or prohibit a continuation of Executive’s employment following the expiration of the term of this Agreement, upon such terms and conditions as the Bank and Executive may mutually agree in writing.

Term and Duties. (a) The term of this Agreement and the period of Executive’s employment hereunder shall begin as of the Effective Date and shall continue for thirty-six (36) full calendar months thereafter. Commencing on the first anniversary date following the Effective Date and continuing on each anniversary date thereafter (the “Anniversary Date”), this Agreement shall renew for an additional year such that the remaining term shall be thirty-six (36) months, provided, however, that in order for this Agreement to renew, the disinterested members of the Board of Directors of the Bank (the “Board”) must take the following actions within the time frames set forth below prior to each Anniversary Date: non-renewal notice period (as described in the next sentence): (i) at least sixty (60) days prior to the Anniversary Date, conduct a comprehensive performance evaluation and review of Executive for purposes of determining whether to extend this Agreement; and (ii) affirmatively approve the renewal or non-renewal of this Agreement, which such decision shall be included in the minutes of the Board’s meeting. If the decision of such disinterested members of the Board is not to renew this Agreement, then the Board shall provide Executive with a written notice of non-renewal (“Non-Renewal Notice”) at least thirty (30) days and not more than sixty (60) days prior to any Anniversary Date, such that this Agreement shall terminate at the end of thirty-six twelve (3612) months following such Anniversary Date. The failure of the disinterested members of the Board to take the actions set forth herein before any Anniversary Date will result in the automatic non-renewal of this Agreement, even if the Board fails to affirmatively issue the Non-Renewal Notice to Executive. If the Board fails to inform Executive of its determination regarding the renewal or non-renewal of this Agreement, the Executive may request, in writing, the results of the Board’s action (or non-action) and the Board shall, within thirty (30) days of the receipt of such request, provide a written response to Executive. Reference herein to the term of this Agreement shall refer to both such initial term and such extended terms. (b) Notwithstanding the foregoing, in the event that at any time prior to the Anniversary Date the Bank or the Company Bank’s stock holding company (hereinafter referred to as the “Company”) has entered into an agreement to effect a transaction which would be considered a Change in Control as defined under Section 5 hereof, then the term of this Agreement shall automatically be extended for thirty-six (36) months following the date on which the Change in Control occurs. (cb) During the period of his employment hereunder, except for periods of absence occasioned by illness, reasonable vacation periods, and reasonable leaves of absence, Executive will devote all of his business time, attention, skill and efforts to the faithful performance of his duties under this Agreement, including activities and duties related to the Executive Position. Notwithstanding the preceding sentence, subject to the approval of the Board, Executive may serve as a member of the board of directors of business, community and charitable organizations, provided that in each case such service shall not materially interfere with the performance of his duties under this Agreement, adversely affect the reputation of the Bank or any other affiliates of the Bank, or present any conflict of interest. (dc) Nothing in this Agreement shall mandate or prohibit a continuation of Executive’s employment following the expiration of the term of this Agreement, upon such terms and conditions as the Bank and Executive may mutually agree in writing.

Term and Duties. (a) The term of this Agreement and the period of Executive’s employment hereunder shall begin as of the Effective Date and shall continue for thirty-six (36) full calendar months thereafterthrough January 1, 2019. Commencing on January 1, 2018 (the first anniversary date following the Effective Date “Renewal Date”) and continuing on each anniversary date January 1st thereafter (the each a “Anniversary Renewal Date”), this Agreement shall renew for an additional year such that the remaining term shall be thirtytwenty-six four (3624) months, provided, however, that in order for this Agreement to renew, the disinterested members of the Board of Directors of the Bank (the “Board”) must take the following actions within the time frames set forth below prior to each Anniversary Renewal Date: (i) at least sixty (60) days prior to the Anniversary Renewal Date, conduct a comprehensive performance evaluation and review of Executive for purposes of determining whether to extend this Agreement; and (ii) affirmatively approve the renewal or non-renewal of this Agreement, which such decision shall be included in the minutes of the Board’s meeting. If the decision of such disinterested members of the Board is not to renew this Agreement, then the Board shall provide Executive with a written notice of non-renewal (“Non-Renewal Notice”) at least thirty (30) days and not more than sixty (60) days prior to any Anniversary Renewal Date, such that this Agreement shall terminate at the end of thirtytwenty-six four (3624) months following such Anniversary Renewal Date. The failure of the disinterested members of the Board to take the actions set forth herein before any Anniversary Renewal Date will result in the automatic non-renewal of this Agreement, even if the Board fails to affirmatively issue the Non-Renewal Notice to Executive. If the Board fails to inform Executive of its determination regarding the renewal or non-renewal of this Agreement, the Executive may request, in writing, the results of the Board’s action (or non-action) and the Board shall, within thirty (30) days of the receipt of such request, provide a written response to Executive. Reference herein to the term of this Agreement shall refer to both such initial term and such extended terms. (b) Notwithstanding the foregoing, in the event that the Bank or the Company has entered into an agreement to effect a transaction which would be considered a Change in Control as defined under Section 5 hereofhereof while the Executive is employed pursuant to this Agreement, then the term of this Agreement shall automatically be extended for thirtytwenty-six four (3624) months following the date on which the Change in Control occurs. (c) During the period of his employment hereunder, except for periods of absence occasioned by illness, reasonable vacation periods, and reasonable leaves of absence, Executive will devote all of his business time, attention, skill and efforts to the faithful performance of his duties under this Agreement, including activities and duties related to the Executive Position. Notwithstanding the preceding sentence, subject to the approval of the Board, Executive may serve as a member of the board of directors of business, community and charitable organizations, provided that in each case such service shall not materially interfere with the performance of his duties under this Agreement, adversely affect the reputation of the Bank or any other affiliates of the Bank, or present any conflict of interest. (d) Nothing in this Agreement shall mandate or prohibit a continuation of Executive’s employment following the expiration of the term of this Agreement.

Term and Duties. (a) The term Employers hereby agree to employ Executive as President and Chief Executive Officer, commencing on his first day of this Agreement and the period of Executive’s employment hereunder shall begin as of the Effective Date and shall continue for thirty-six (36) full calendar months thereafter. Commencing on the first anniversary date following the Effective Date and continuing on each anniversary date thereafter time employment, but no later than October 31, 2006 (the “Anniversary Start Date”), this Agreement shall renew and continuing for an additional year such that the remaining term shall be thirty-six a period of three (363) months, provided, however, that in order for this Agreement to renew, the disinterested members of the Board of Directors of the Bank years (the “BoardInitial Term”) must take the following actions within the time frames set forth below prior to each Anniversary Date: (i) at least sixty (60) days prior to the Anniversary Date, conduct a comprehensive performance evaluation and review of or until terminated in accordance with this Section 1 or Section 4. Unless terminated by either Executive for purposes of determining whether to extend this Agreement; and (ii) affirmatively approve the renewal or non-renewal of this Agreement, which such decision shall be included in the minutes of the Board’s meeting. If the decision of such disinterested members of the Board is not to renew this Agreement, then the Board shall provide Executive with a Employers by written notice of non-renewal (“Non-Renewal Notice”) delivered at least thirty (30) days and not more than sixty (60) days prior to any Anniversary Date, such that this Agreement shall terminate at the end of thirty-six (36) months following such Anniversary Date. The failure expiration of the disinterested members of Initial Term, Executive’s employment shall continue for successive one (1) year terms (each one (1) year term hereinafter referred to as a “Subsequent Term” and, together with the Board to take the actions set forth herein before any Anniversary Date will result in the automatic non-renewal of this Agreement, even if the Board fails to affirmatively issue the Non-Renewal Notice to Executive. If the Board fails to inform Executive of its determination regarding the renewal or non-renewal of this AgreementInitial Term, the Executive may request, in writing, the results of the Board’s action (or non-action“Term”) and the Board shall, within until terminated by written notice delivered at least thirty (30) days prior to the expiration of the receipt of such request, provide a written response to ExecutiveSubsequent Term. Reference herein Subject to the term provisions of this Agreement Agreement, during the Term, Executive shall refer devote his best efforts and abilities to both such initial term and such extended terms. (b) Notwithstanding the foregoing, in the event that the Bank or the Company has entered into an agreement to effect a transaction which would be considered a Change in Control as defined under Section 5 hereof, then the term performance of this Agreement shall automatically be extended for thirty-six (36) months following the date Executive’s duties on which the Change in Control occurs. (c) During the period behalf of his employment hereunder, except for periods of absence occasioned by illness, reasonable vacation periodsEmployers, and reasonable leaves to the promotion of absence, their interests consistent with and subject to the direction and control of the Board of Directors of each Employer (the “Board”). Executive will shall devote substantially all of his business time, attentionenergies, skill attention and efforts abilities to the faithful performance operation of the business of Employers and shall not be actively involved in any other trade or business or as an employee of any other trade or business. Nothing in this Agreement shall preclude Executive from (i) engaging in charitable and community affairs, (ii) managing his duties under this Agreementpersonal investments (including acquiring or retaining securities of other companies and entities, including activities and duties related to the Executive Position. Notwithstanding the preceding sentenceprovided such investments are passive), or (iii) subject to the written approval of the Board, Executive may serve serving as a member of the board boards of directors of businessother companies or entities which do not compete with any Employer, community and charitable organizationsor engaging in other activities which do not compete with any Employer or do not otherwise conflict with the provisions of this Agreement, provided that in the case of each case such service shall of (i) - (iii), which do not materially interfere with the performance of his duties under this Agreementhereunder. During the Term, adversely affect the reputation Executive shall be a member of the Bank or any other affiliates Board of the Bank, or present any conflict Directors of interestPregis I and Pregis II. (d) Nothing in this Agreement shall mandate or prohibit a continuation of Executive’s employment following the expiration of the term of this Agreement.

Term and Duties. (a) The term Employer hereby agrees to employ the Executive as the Chief Financial Officer of this Agreement the Company commencing on the date hereof and the continuing for a period of Executive’s employment hereunder shall begin as one (1) year from the date hereof (the "INITIAL TERM") or until terminated in accordance with this Section 1 or Section 4. Unless terminated by written notice delivered at least thirty (30) days prior to the expiration of the Effective Date and Initial Term, the Executive's employment shall continue for thirty-six successive one (361) full calendar months thereafter. Commencing on year terms (each one (1) year term hereinafter referred to as a "SUBSEQUENT TERM" and together with the first anniversary date following the Effective Date and continuing on each anniversary date thereafter (the “Anniversary Date”), this Agreement shall renew for an additional year such that the remaining term shall be thirty-six (36) months, provided, however, that in order for this Agreement to renewInitial Term, the disinterested members "TERM") until terminated by written notice delivered at least thirty (30) days prior to the expiration of the Subsequent Term in question (it being understood that any termination by the Employer pursuant to this sentence shall not be considered a termination by the Employer other than for Cause for purposes of Section 5(c) hereof). Subject to the provisions of this Agreement, during the Term, the Executive shall 112 devote her best efforts and abilities to the performance of the Executive's duties on behalf of the Employer and to the promotion of its interests, consistent with and subject to, the direction and control of the Board of Directors of the Bank Company (the “Board”) must take the following actions within the time frames set forth below prior to each Anniversary Date: (i) at least sixty (60) days prior to the Anniversary Date, conduct a comprehensive performance evaluation and review of Executive for purposes of determining whether to extend this Agreement; and (ii) affirmatively approve the renewal or non-renewal of this Agreement, which such decision shall be included in the minutes of the Board’s meeting. If the decision of such disinterested members of the Board is not to renew this Agreement, then the Board shall provide Executive with a written notice of non-renewal (“Non-Renewal Notice”) at least thirty (30) days and not more than sixty (60) days prior to any Anniversary Date, such that this Agreement shall terminate at the end of thirty-six (36) months following such Anniversary Date. The failure of the disinterested members of the Board to take the actions set forth herein before any Anniversary Date will result in the automatic non-renewal of this Agreement, even if the Board fails to affirmatively issue the Non-Renewal Notice to Executive. If the Board fails to inform Executive of its determination regarding the renewal or non-renewal of this Agreement, the Executive may request, in writing, the results of the Board’s action (or non-action"BOARD") and the Board shall, within thirty (30) days President of the receipt Company (the "PRESIDENT"). The Executive shall devote no less than twenty-five (25) hours per week of such request, provide a written response to Executive. Reference herein to the term of this Agreement shall refer to both such initial term and such extended terms. (b) Notwithstanding the foregoing, in the event that the Bank or the Company has entered into an agreement to effect a transaction which would be considered a Change in Control as defined under Section 5 hereof, then the term of this Agreement shall automatically be extended for thirty-six (36) months following the date on which the Change in Control occurs. (c) During the period of his employment hereunder, except for periods of absence occasioned by illness, reasonable vacation periods, and reasonable leaves of absence, Executive will devote all of his her business time, attentionenergies, skill attention and efforts abilities to the faithful performance operation of his duties under this Agreementthe Business. The Executive's services shall be performed during administrative hours substantially in Oceanside, including activities New York. The Executive shall be entitled to maintain her current office in the Oceanside premises (so long as the business of the Company is located in Oceanside, New York), together with the office furniture, furnishings and duties related business equipment currently located therein. The Executive shall be entitled to the services of an executive secretary. The Executive Positionshall be entitled to no less than four (4) weeks of vacation time per year. Notwithstanding the preceding sentence, subject to the approval of the Board, The Executive may serve as a member of the board of directors of business, community and charitable organizations, provided that in each case such service shall not materially interfere with be required to undertake any overnight business travel at the performance same time that Robert Allen is also undertakxxx xxxxxxxxt business travel, and, in any case, such overnight business travel shall be for a reasonably minimum period of his duties under this Agreement, adversely affect the reputation of the Bank or any other affiliates of the Bank, or present any conflict of interesttime. (d) Nothing in this Agreement shall mandate or prohibit a continuation of Executive’s employment following the expiration of the term of this Agreement.

Term and Duties. (a) The term of this Agreement and the period of Executive’s employment hereunder shall begin as of the Effective Date and shall continue for thirtytwenty-six four (3624) full calendar months thereafter. Commencing on the first anniversary date following the Effective Date and continuing on each anniversary date thereafter (the “Anniversary Date”), this Agreement shall renew for an additional year such that the remaining term shall be thirtytwenty-six four (3624) months, provided, however, that in order for this Agreement to renew, the disinterested members of the Board of Directors of the Bank Company (the “Board”) must take the following actions within the time frames set forth below prior to each Anniversary Date: (i) at least sixty (60) days prior to the Anniversary Date, conduct a comprehensive performance evaluation and review of Executive for purposes of determining whether to extend this Agreement; and (ii) affirmatively approve the renewal or non-renewal of this Agreement, which such decision shall be included in the minutes of the Board’s meeting. If the decision of such disinterested members of the Board is not to renew this Agreement, then the Board shall provide Executive with a written notice of non-renewal (“Non-Renewal Notice”) at least thirty (30) days and not more than sixty (60) days prior to any Anniversary Date, such that this Agreement shall terminate at the end of thirtytwenty-six four (3624) months following such Anniversary Date. The failure of the disinterested members of the Board to take the actions set forth herein before any Anniversary Date will result in the automatic non-renewal of this Agreement, even if the Board fails to affirmatively issue the Non-Renewal Notice to Executive. If the Board fails to inform Executive of its determination regarding the renewal or non-renewal of this Agreement, the Executive may request, in writing, the results of the Board’s action (or non-action) and the Board shall, within thirty (30) days of the receipt of such request, provide a written response to Executive. Reference herein to the term of this Agreement shall refer to both such initial term and such extended terms. (b) Notwithstanding the foregoing, in the event that the Bank Company or the Company Bank has entered into an agreement to effect a transaction which would be considered a Change in Control as defined under Section 5 hereof, then the term of this Agreement shall automatically be extended for thirtytwenty-six four (3624) months following the date on which the Change in Control occurs. (c) During the period of his her employment hereunder, except for periods of absence occasioned by illness, reasonable vacation periods, and reasonable leaves of absence, Executive will devote all of his her business time, attention, skill and efforts to the faithful performance of his her duties under this Agreement, including activities and duties related to the Executive Position. Notwithstanding the preceding sentence, subject to the approval of the Board, Executive may serve as a member of the board of directors of business, community and charitable organizations, provided that in each case such service shall not materially interfere with the performance of his her duties under this Agreement, adversely affect the reputation of the Bank Company or any other affiliates of the BankCompany, or present any conflict of interest. (d) Nothing in this Agreement shall mandate or prohibit a continuation of Executive’s employment following the expiration of the term of this Agreement.

Term and Duties. (a) The term of this Agreement Employer shall employ the Employee, and the period of Executive’s employment hereunder Employee shall begin serve the Employer, as President and Chief Operating Officer of the Effective Date and shall continue Employer for thirty-six the Term (36) full calendar months thereafteras hereinafter defined). Commencing on During the first anniversary date following the Effective Date and continuing on each anniversary date thereafter (the “Anniversary Date”), this Agreement shall renew for an additional year such that the remaining term shall be thirty-six (36) months, provided, however, that in order for this Agreement to renewTerm, the disinterested members Employee shall perform and discharge, faithfully, diligently and to the best of his ability, the duties and responsibilities as President and Chief Operating Officer and in conformity with the directions of the Board of Directors of the Bank Employer (the “"Board”") must take the following actions within the time frames set forth below prior to each Anniversary Date: (i) at least sixty (60) days prior or its designee and shall devote to the Anniversary Date, conduct a comprehensive performance evaluation of such duties and review responsibilities his full time and attention. The Employee shall be excused from performing any services hereunder during periods of Executive temporary disability and during vacations in accordance with the Employer's disability and vacation policies. (See Exhibit A for Vacation Policy). For purposes of determining whether to extend this Agreement; and (ii) affirmatively approve the renewal or non-renewal of this Agreement, which such decision shall be included in "Term" means the minutes of the Board’s meetingperiod commencing on July 1, 1997 and ending on January 31, 2001. If the decision of such disinterested members of the Board is not to renew this Agreement, then the Board shall provide Executive with a written notice of non-renewal (“Non-Renewal Notice”) at least thirty (30) days and not more than sixty (60) days prior to any Anniversary Date, such that this Agreement shall terminate at the end of thirty-six (36) months following such Anniversary Date. The failure of the disinterested members of the Board to take the actions set forth herein before any Anniversary Date will result in the automatic non-renewal of this Agreement, even if the Board fails to affirmatively issue the Non-Renewal Notice to Executive. If the Board fails to inform Executive of its determination regarding the renewal or non-renewal of this Agreement, the Executive may request, in writing, the results of the Board’s action (or non-action) and the Board shall, within thirty (30) days of the receipt of such request, provide a written response to Executive. Reference herein to the term of this Agreement shall refer to both such initial term and such extended terms. (b) Notwithstanding the foregoing, in the event Employer may, by written notice to the Employee, elect to extend the Term beyond January 31, 2001, and if the Employer so elects, the Term shall be extended on the date of such election and on each day thereafter ("Renewal Date") to the third anniversary of such Renewal Date unless on or before any Renewal Date the Employer shall give notice to the Employee that the Bank Term shall not be so extended. (Therefore, if the Employer, prior to January 31, 2000, shall give notice to the Employee that the Term shall not be extended, the expiration date of the Term shall remain January 31, 2001. If, however, the Employer gives notice to the Employee on or after January 31, 2000 that the Company has entered into an agreement to effect a transaction which would expiration date of the Term shall not be considered a Change in Control as defined under Section 5 hereofextended, then the term expiration date of this Agreement the Term shall automatically be extended for thirty-six (36) months following the third anniversary of the date on which the Change in Control occurssuch notice is given. (c) During the period of his employment hereunder, except for periods of absence occasioned by illness, reasonable vacation periods, and reasonable leaves of absence, Executive will devote all of his business time, attention, skill and efforts References to the faithful performance of his duties under this AgreementTerm shall be deemed to refer the Term as extended from time to time. The Employer shall also, including activities and duties related to the Executive Position. Notwithstanding the preceding sentence, subject to the approval of acting through the Board, Executive may serve seek to obtain the Board's nomination of the Employee as a member of the board Board, but the failure of directors of business, community and charitable organizations, provided that in each case such service the Employee to be elected as a director by the stockholders shall not materially interfere with the performance constitute a breach of his duties under this Agreement, adversely affect the reputation of the Bank or any other affiliates of the Bank, or present any conflict of interest. (d) Nothing in this Agreement shall mandate or prohibit a continuation of Executive’s employment following by the expiration of the term of this AgreementEmployer.

Term and Duties. (a) The term of this Agreement and the period of Executive’s employment hereunder shall begin as of the Effective Date and shall shall, initially, continue for thirty-six (36) full calendar months thereafterthrough the second anniversary of the Effective Date. Commencing on January 1, 2021 (the first anniversary date following the Effective Date “Renewal Date”) and continuing on each anniversary date January 1st thereafter (the each a “Anniversary Renewal Date”), this Agreement shall renew for an additional year such that the remaining term shall be thirtytwenty-six four (3624) months, provided, however, that in order for this Agreement to renew, the disinterested members of the Board of Directors of the Bank Company (the “Board”) must take the following actions within the time frames set forth below prior to each Anniversary Renewal Date: (i) at least sixty (60) days prior to the Anniversary Renewal Date, conduct a comprehensive performance evaluation and review of Executive for purposes of determining whether to extend this Agreement; and (ii) affirmatively approve the renewal or non-renewal of this Agreement, which such decision shall be included in the minutes of the Board’s meeting. If the decision of such disinterested members of the Board is not to renew this Agreement, then the Board shall provide Executive with a written notice of non-renewal (“Non-Renewal Notice”) at least thirty (30) days and not more than sixty (60) days prior to any Anniversary Renewal Date, such that this Agreement shall terminate at the end of thirtytwenty-six four (3624) months following such Anniversary Renewal Date. The failure of the disinterested members of the Board to take the actions set forth herein before any Anniversary Renewal Date will result in the automatic non-renewal of this Agreement, even if the Board fails to affirmatively issue the Non-Renewal Notice to Executive. If the Board fails to inform Executive of its determination regarding the renewal or non-renewal of this Agreement, the Executive may request, in writing, the results of the Board’s action (or non-action) and the Board shall, within thirty (30) days of the receipt of such request, provide a written response to Executive. Reference herein to the term of this Agreement shall refer to both such initial term and such extended terms. (b) Notwithstanding the foregoing, in the event that the Bank Company or the Company Bank has entered into an agreement to effect a transaction which would be considered a Change in Control as defined under Section 5 hereofhereof while the Executive is employed pursuant to this Agreement, then the term of this Agreement shall automatically be extended for thirtytwenty-six four (3624) months following the date on which the Change in Control occurs. (c) During the period of his employment hereunder, except for periods of absence occasioned by illness, reasonable vacation periods, and reasonable leaves of absence, Executive will devote all of his business time, attention, skill and efforts to the faithful performance of his duties under this Agreement, including activities and duties related to the Executive Position. Notwithstanding the preceding sentence, subject to the approval of the Board, Executive may serve as a member of the board of directors of business, community and charitable organizations, provided that in each case such service shall not materially interfere with the performance of his duties under this Agreement, adversely affect the reputation of the Bank Company or any other affiliates of the BankCompany, or present any conflict of interest. (d) Nothing in this Agreement shall mandate or prohibit a continuation of Executive’s employment following the expiration of the term of this Agreement.

Term and Duties. (a) The term of Executive's employment under this Agreement and the period of Executive’s employment hereunder shall begin as of the Effective Date date first above written and shall continue for a period of thirty-six (36) full calendar months thereafter, provided that all changes intended to comply with Section 409A of the Code shall be retroactively effective to January 1, 2005; and provided further that no retroactive change shall affect the compensation or benefits previously provided to the Executive. During said term the Executive shall perform the normal and customary duties associated with the Office set forth in Section 1. Commencing on the first anniversary date following the Effective Date of this Agreement, and continuing on at each anniversary date thereafter (thereafter, the “Anniversary Date”), this Agreement shall renew for an additional year such that the remaining term shall be three (3) years unless written notice is provided to Executive at least ten (10) days and not more than thirty (30) days prior to any such anniversary date, that this Agreement shall not renew, in which event this Agreement shall expire at the end of thirty-six (36) months, provided, however, that in order months following such anniversary date. Prior to each notice period for this Agreement to renewnon-renewal, the disinterested members of the Board of Directors of the Bank (the “"Board”") must take the following actions within the time frames set forth below prior to each Anniversary Date: (i) at least sixty (60) days prior to the Anniversary Date, will conduct a comprehensive performance evaluation and review of the Executive for purposes of determining whether to extend this Agreement; and (ii) affirmatively approve the renewal or non-renewal of this Agreement, which such decision and the results thereof shall be included in the minutes of the Board’s 's meeting. If the decision of such disinterested members of the Board is not to renew this Agreement, then the Board shall provide Executive with a written notice of non-renewal (“Non-Renewal Notice”) at least thirty (30) days and not more than sixty (60) days prior to any Anniversary Date, such that this Agreement shall terminate at the end of thirty-six (36) months following such Anniversary Date. The failure of the disinterested members of the Board to take the actions set forth herein before any Anniversary Date will result in the automatic non-renewal of this Agreement, even if the Board fails to affirmatively issue the Non-Renewal Notice to Executive. If the Board fails to inform Executive of its determination regarding the renewal or non-renewal of this Agreement, the Executive may request, in writing, the results of the Board’s action (or non-action) and the Board shall, within thirty (30) days of the receipt of such request, provide a written response to Executive. Reference herein to the term of this Agreement shall refer to both such initial term and such extended terms. (b) Notwithstanding the foregoing, in the event that the Bank or the Company has entered into an agreement to effect a transaction which would be considered a Change in Control as defined under Section 5 hereof, then the term of this Agreement shall automatically be extended for thirty-six (36) months following the date on which the Change in Control occurs. (c) During the period of his employment hereunder, except for periods of absence occasioned by illness, reasonable vacation periods, and reasonable leaves of absence, Executive will shall devote substantially all of his business time, attention, skill skill, and efforts to the faithful performance of his duties under this Agreement, hereunder including activities and duties services related to the Executive Position. Notwithstanding organization, operation and management of the preceding sentenceBank; provided, subject to however, that, with the approval of the Board, as evidenced by a resolution of such Board, from time to time, Executive may serve, or continue to serve as a member (however, in the case of positions held at the board date of directors execution of businessthis Agreement, community and charitable organizationsno further written approval is necessary, provided that in each case such service shall not materially interfere with written approval was previously received), on the performance boards of his duties under this Agreementdirectors of, adversely affect the reputation of the Bank or and hold any other affiliates offices or positions in, business companies or business organizations, which, in such Board's judgment, will not present any conflict of interest with the Bank, or present any conflict materially affect the performance of interest. (d) Nothing in Executive's duties pursuant to this Agreement shall mandate (it being understood that membership in social, religious, charitable or prohibit a continuation of Executive’s employment following the expiration of the term of similar organizations does not require Board approval pursuant to this AgreementSection 2(b)).

Term and Duties. (a) The term of this Agreement your employment shall commence the date hereof and terminate on June 30, 2019 (the period of Executive’s employment hereunder “Initial Term”). The Initial Term shall begin as be extended thereafter for consecutive one (1) year terms (each a “Renewal Term”) at the end of the Effective Date Initial Term and shall continue for thirty-six (36) full calendar months thereafter. Commencing on the first anniversary date following the Effective Date and continuing on each anniversary date thereafter (thereof unless the “Anniversary Date”), this Agreement shall renew for an additional year such that Company or you provide written notice to the remaining term shall be thirty-six (36) months, provided, however, that in order for this Agreement to renew, the disinterested members of the Board of Directors of the Bank (the “Board”) must take the following actions within the time frames set forth below prior to each Anniversary Date: (i) at least other no less than sixty (60) days prior to the Anniversary Dateexpiration of the Initial Term or Renewal Term, conduct a comprehensive performance evaluation and review of Executive as applicable, that it or he does not desire such an extension. Notwithstanding the foregoing, your employment hereunder may be earlier terminated in accordance with Section 4 hereof. The date on which your employment hereunder shall terminate, for purposes of determining whether to extend this Agreement; and (ii) affirmatively approve any reason, including, but not limited to, the renewal or non-renewal extension of this Agreementthe Initial Term or a Renewal Term, which such decision as applicable, or a termination pursuant to Section 4, shall be included in referred to herein as the minutes “Termination Date.” The period of time between the Board’s meeting. If the decision of such disinterested members of the Board is not to renew this Agreement, then the Board shall provide Executive with a written notice of non-renewal (“Non-Renewal Notice”) at least thirty (30) days and not more than sixty (60) days prior to any Anniversary Date, such that this Agreement shall terminate at the end of thirty-six (36) months following such Anniversary Date. The failure of the disinterested members of the Board to take the actions set forth herein before any Anniversary Start Date will result in the automatic non-renewal of this Agreement, even if the Board fails to affirmatively issue the Non-Renewal Notice to Executive. If the Board fails to inform Executive of its determination regarding the renewal or non-renewal of this Agreement, the Executive may request, in writing, the results of the Board’s action (or non-action) and the Board shallTermination Date shall be referred to herein as the “Term.” Sections 6, within thirty (30) days of 7, and 9 shall survive the receipt of such request, provide a written response to Executive. Reference herein to the term of this Agreement shall refer to both such initial term and such extended termsTerm. (b) Notwithstanding You will be required to perform your duties at the foregoing, Company’s headquarters in New York City (or wherever else located hereafter within twenty-five (25) miles of New York City) and be expected to travel from time to time. Your title shall be Chief Financial Officer and Chief Administrative Officer. You will report to the event that the Bank or Chief Executive Officer of the Company has entered into an agreement to effect a transaction which would be considered a Change in Control as defined under Section 5 hereof, then the term of this Agreement shall automatically be extended for thirty-six (36) months following the date on which the Change in Control occursor his or her designee. (c) During the period of his employment hereunder, except for periods of absence occasioned by illness, reasonable vacation periods, and reasonable leaves of absence, Executive will You shall devote all of his business your full time, attention, skill energy, knowledge, best professional efforts and efforts skills to the faithful performance duties assigned to you; provided, however, it shall not be a violation of his duties under this Agreement for you to (i) with the prior written consent of the Board of Directors of the Company (the “Board”), serve on industry trade, civic, charitable or for-profit corporate boards or committees; (ii) deliver lectures or fulfill speaking engagements; or (iii) manage personal investments or investments that are unrelated to business or foreseeable business activities of the Company, as long as such activities do not otherwise violate the terms of this Agreement, including activities including, without limitation, any non-competition or non-solicitation provisions contained herein, or otherwise materially interfere with or impinge upon the performance of your duties as set forth in this Agreement. The Board may, at any time and duties related to the Executive Position. Notwithstanding in its sole discretion, revoke such written consent, in which event you shall immediately cease engaging in any and all such professional endeavors as described in the preceding sentence, subject to the approval of the Board, Executive may serve as a member of the board of directors of business, community and charitable organizations, provided that in each case such service shall not materially interfere with the performance of his duties under this Agreement, adversely affect the reputation of the Bank or any other affiliates of the Bank, or present any conflict of interest. (d) Nothing In addition to your duties as Chief Financial Officer and Chief Administrative Officer, the Board may require you, from time to time to serve in other senior executive capacities for the Company or other affiliates, but such other activities shall still relate to the responsibilities attendant to your position, and you hereby agree to accept such responsibilities. Whether you serve in one capacity or several capacities, the compensation to which you will be entitled for doing so is set forth in Section 2 of this Agreement. (e) Upon consultation with and prior consent, which may be unreasonably withheld, from the Company’s Board and/or Chief Executive Officer, You may elect to resign as Chief Financial Officer and resume your duties as Executive Vice President, Head of Corporate Strategy and Development under the same terms of employment set forth herein. If practicable, you shall continue to act as the Company’s Chief Financial Officer until the Company has had a reasonable period of time to interview and select a successor Chief Financial Officer. During such time you are the Chief Financial Officer, the Company shall employ a chief accounting officer reasonably satisfactory to you. (f) No provision of this Agreement shall be construed to prohibit your: (a) acquisition, ownership, or trading, including without limitation your indirect ownership, of less than five percent (5%) of the issued and outstanding stock (or comparable bonds, options, derivatives, or negotiable instruments) of a business entity having securities publicly traded anywhere in the world, provided, however, that the ownership limitations of this clause (a) shall not apply to (i) your ownership of any such securities through an open-end mutual fund or (ii) your ownership of any such securities that precedes the Effective Date if, but only if, the issuer of the securities is not a competitor of the Company; or (b) passive ownership of five percent (5%) or less of the stock, partnership interests, or comparable ownership interests or securities in any for-profit private business entity that is not directly competitive with the business of the Company or any of its subsidiaries or (c) compensation relating to any other position you may have on a Board of Directors of any company on which you may serve as permitted under this Section 1. The Company additionally agrees that nothing in this Agreement shall mandate operate to prohibit your acceptance of a testamentary gift, bequest, or prohibit a continuation its equivalent, nor your retention of Executive’s employment any such gift, bequest, or its equivalent following its delivery, so long as you retain the expiration of the term of this Agreementinterest(s) solely for investment purposes.

Term and Duties. (a) The term of this Agreement and the period of Executive’s employment hereunder under this Agreement shall begin as of the Effective Date date first above written and shall continue for a period of thirty-six (36) full calendar months thereafter. During said term, Executive shall perform the normal and customary duties associated with the Executive Position set forth in Section 1. Commencing on the first anniversary date following the Effective Date of this Agreement, and continuing on at each anniversary date thereafter (thereafter, the “Anniversary Date”), this Agreement shall renew for an additional year such that the remaining term shall be three (3) years unless written notice is provided to Executive at least ten (10) days and not more than thirty (30) days prior to any such anniversary date, that this Agreement shall not renew, in which event this Agreement shall expire at the end of thirty-six (36) months, provided, however, that in order months following such anniversary date. Prior to each notice period for this Agreement to renewnon-renewal, the disinterested members of the Board of Directors of the Bank Company (the “Board”) must take the following actions within the time frames set forth below prior to each Anniversary Date: (i) at least sixty (60) days prior to the Anniversary Date, will conduct a comprehensive performance evaluation and review of Executive for purposes of determining whether to extend this Agreement; and (ii) affirmatively approve the renewal or non-renewal of this Agreement, which such decision and the results thereof shall be included in the minutes of the Board’s meeting. If the decision of such disinterested members of the Board is not to renew this Agreement, then the Board shall provide Executive with a written notice of non-renewal (“Non-Renewal Notice”) at least thirty (30) days and not more than sixty (60) days prior to any Anniversary Date, such that this Agreement shall terminate at the end of thirty-six (36) months following such Anniversary Date. The failure of the disinterested members of the Board to take the actions set forth herein before any Anniversary Date will result in the automatic non-renewal of this Agreement, even if the Board fails to affirmatively issue the Non-Renewal Notice to Executive. If the Board fails to inform Executive of its determination regarding the renewal or non-renewal of this Agreement, the Executive may request, in writing, the results of the Board’s action (or non-action) and the Board shall, within thirty (30) days of the receipt of such request, provide a written response to Executive. Reference herein to the term of this Agreement shall refer to both such initial term and such extended terms. (b) Notwithstanding the foregoing, in the event that the Bank or the Company has entered into an agreement to effect a transaction which would be considered a Change in Control as defined under Section 5 hereof, then the term of this Agreement shall automatically be extended for thirty-six (36) months following the date on which the Change in Control occurs. (c) During the period of his employment hereunder, except for periods of absence occasioned by illness, reasonable vacation periods, and reasonable leaves of absence, Executive will shall devote substantially all of his business time, attention, skill skill, and efforts to the faithful performance of his duties under this Agreement, hereunder including activities and duties services related to the Executive Position. Notwithstanding the preceding sentence, subject to the approval of the Boardprovided, however, that Executive may serve continue to participate in the business activities in which he is participating at the time of execution of this Agreement (as a member of the board of directors of business, community and charitable organizations, provided that in each case set forth on Schedule A attached hereto) so long as such service shall activities do not materially interfere with the performance of his duties under this Agreementhereunder, adversely affect and provided further, that with the reputation approval of the Bank Board or its designee, as evidenced by a resolution of such Board, from time to time, Executive may serve, or continue to serve, on the boards of directors of, and hold any other affiliates of the Bankoffices or positions in, business companies or business organizations, which, in such Board’s judgment, will not present any conflict of interest. (d) Nothing in this Agreement shall mandate interest with the Company or prohibit a continuation its subsidiaries, or materially affect the performance of Executive’s employment following the expiration of the term of duties pursuant to this AgreementAgreement (it being understood that membership in social, religious, charitable or similar organizations does not require Board approval pursuant to this Section 2(b)).

Term and Duties. (a) The term of this Agreement Employers hereby agree to employ Executive for the two-year period commencing on January 1, 2006 and the period of Executive’s employment hereunder shall begin as of the Effective Date and shall continue for thirty-six (36) full calendar months thereafter. Commencing ending on the first anniversary date following the Effective Date and continuing on each anniversary date thereafter December 31, 2007 (the “Anniversary Date”), this Agreement shall renew for an additional year such that the remaining term shall be thirty-six (36) months, provided, however, that in order for this Agreement to renew, the disinterested members of the Board of Directors of the Bank (the “BoardInitial Term”) must take the following actions within the time frames set forth below prior to each Anniversary Date: (i) at least sixty (60) days prior to the Anniversary Date, conduct a comprehensive performance evaluation and review of Executive for purposes of determining whether to extend or until terminated in accordance with this Agreement; and (ii) affirmatively approve the renewal Section 1 or non-renewal of this Agreement, which such decision shall be included in the minutes of the Board’s meetingSection 5. If the decision of such disinterested members of the Board is not to renew this Agreement, then the Board shall provide Executive with a Unless terminated by written notice of non-renewal (“Non-Renewal Notice”) delivered at least thirty (30) days and not more than sixty (60) days prior to any Anniversary Date, such that this Agreement shall terminate at the end of thirty-six (36) months following such Anniversary Date. The failure expiration of the disinterested members of Initial Term, Executive’s employment shall continue for successive one (1) year terms (each one (1) year term hereinafter referred to as a “Subsequent Term” and together with the Board to take the actions set forth herein before any Anniversary Date will result in the automatic non-renewal of this Agreement, even if the Board fails to affirmatively issue the Non-Renewal Notice to Executive. If the Board fails to inform Executive of its determination regarding the renewal or non-renewal of this AgreementInitial Term, the Executive may request, in writing, the results of the Board’s action (or non-action“Term”) and the Board shall, within until terminated by written notice delivered at least thirty (30) days prior to the expiration of the receipt Subsequent Term. For the period commencing on January 1, 2006 and continuing until December 31, 2006 (or such earlier date (the “Promotion Date”) as Xxxx Xxxxxx is appointed successor Chief Executive Officer of such requestthe Employers), provide a written response to ExecutiveExecutive shall serve as the Chief Executive Officer of the Employers. Reference herein to Commencing with the term Promotion Date or January 1, 2007, whichever is earlier, and continuing for the remainder of this Agreement the Term, Executive shall refer to both such initial term serve as the Chairman of the Boards of Directors (the “Board”) of the Employers. The Employers and such extended terms. (b) Notwithstanding the foregoing, in the event that the Bank or the Company has entered into an agreement to effect a transaction which would be considered a Change in Control as defined under Section 5 hereof, then the term of this Agreement Executive shall automatically be extended for thirty-six (36) months following agree on the date (the “Designation Date”) on which the Change in Control occurs. (c) During Employers shall announce Xxxx Xxxxxx as CEO designate. Subject to the period provisions of his employment hereunderthis Agreement, except for periods of absence occasioned by illness, reasonable vacation periods, and reasonable leaves of absenceduring the Term, Executive will shall devote his best efforts and abilities to the performance of Executive’s duties on behalf of Employers and to the promotion of its interests consistent with Executive’s offices and positions with the Employers and subject to the direction and control of the Board. Until the Promotion Date, Executive shall devote substantially all of his business time, attentionenergies, skill attention and efforts abilities to the faithful operation of the business of Employers and shall not be actively involved in any other trade or business or as an employee of any other trade or business except if such other trade or business does not entail, on the average, over ten (10) hours per week and in the aggregate, no more than forty (40) hours in any month and does not in any way affect or impair the performance of his Executive’s duties under this Agreementor responsibilities hereunder. Executive’s services shall be performed during administrative hours substantially in Scranton, including activities Pennsylvania, and duties related Executive shall not be required to be absent from the Scranton, Pennsylvania area more than five (5) business days during any calendar month. During the period Executive Position. Notwithstanding the preceding sentence, subject to the approval serves as Chairman of the Board, Executive may serve as a member shall devote the amount of time necessary to perform duties customarily associated with the position of Chairman of the board Board, including being available to other directors and senior management to discuss the business and operations of directors of businessEmployers, community provide guidance, consider strategic alternatives and charitable organizations, provided that in each case such service shall not materially interfere with help establish the performance of his duties under this Agreement, adversely affect the reputation of the Bank or any other affiliates of the Bank, or present any conflict of interestagenda for Board meetings. (d) Nothing in this Agreement shall mandate or prohibit a continuation of Executive’s employment following the expiration of the term of this Agreement.

Term and Duties. (a) The term of this Agreement and the period of Executive’s employment hereunder shall begin as of the Effective Date and shall continue for thirtytwenty-six four (3624) full calendar months thereafter. Commencing on the first anniversary date following the Effective Date and continuing on each anniversary date thereafter (the “Anniversary Date”), this Agreement shall renew for an additional year such that the remaining term shall be thirtytwenty-six four (3624) months, provided, however, that in order for this Agreement to renew, the disinterested members of the Board of Directors of the Bank (the “Board”) must take the following actions within the time frames set forth below prior to each Anniversary Date: (i) at least sixty (60) days prior to the Anniversary Date, conduct a comprehensive performance evaluation and review of Executive for purposes of determining whether to extend this Agreement; and (ii) affirmatively approve the renewal or non-renewal of this Agreement, which such decision shall be included in the minutes of the Board’s meeting. If the decision of such disinterested members of the Board is not to renew this Agreement, then the Board shall provide Executive with a written notice of non-renewal (“Non-Renewal Notice”) at least thirty (30) days and not more than sixty (60) days prior to any Anniversary Date, such that this Agreement shall terminate at the end of thirtytwenty-six four (3624) months following such Anniversary Date. The failure of the disinterested members of the Board to take the actions set forth herein before any Anniversary Date will result in the automatic non-renewal of this Agreement, even if the Board fails to affirmatively issue the Non-Renewal Notice to Executive. If the Board fails to inform Executive of its determination regarding the renewal or non-renewal of this Agreement, the Executive may request, in writing, the results of the Board’s action (or non-action) and the Board shall, within thirty (30) days of the receipt of such request, provide a written response to Executive. Reference herein to the term of this Agreement shall refer to both such initial term and such extended terms. (b) Notwithstanding the foregoing, in the event that the Bank or the Company has entered into an agreement to effect a transaction which would be considered a Change in Control as defined under Section 5 hereof, then the term of this Agreement shall automatically be extended for thirtytwenty-six four (3624) months following the date on which the Change in Control occurs. (c) During the period of his her employment hereunder, except for periods of absence occasioned by illness, reasonable vacation periods, and reasonable leaves of absence, Executive will devote all of his her business time, attention, skill and efforts to the faithful performance of his her duties under this Agreement, including activities and duties related to the Executive Position. Notwithstanding the preceding sentence, subject to the approval of the Board, Executive may serve as a member of the board of directors of business, community and charitable organizations, provided that in each case such service shall not materially interfere with the performance of his her duties under this Agreement, adversely affect the reputation of the Bank or any other affiliates of the Bank, or present any conflict of interest. (d) Nothing in this Agreement shall mandate or prohibit a continuation of Executive’s employment following the expiration of the term of this Agreement.

Term and Duties. (a) The term of this Agreement and the period of Executive’s employment hereunder shall begin as of the Effective Date and shall continue for thirty-six (36) full calendar months thereafterthrough January 1, 2019. Commencing on January 1, 2018 (the first anniversary date following the Effective Date “Renewal Date”) and continuing on each anniversary date January 1st thereafter (the each a “Anniversary Renewal Date”), this Agreement shall renew for an additional year such that the remaining term shall be thirtytwenty-six four (3624) months, provided, however, that in order for this Agreement to renew, the disinterested members of the Board of Directors of the Bank Company (the “Board”) must take the following actions within the time frames set forth below prior to each Anniversary Renewal Date: (i) at least sixty (60) days prior to the Anniversary Renewal Date, conduct a comprehensive performance evaluation and review of Executive for purposes of determining whether to extend this Agreement; and (ii) affirmatively approve the renewal or non-renewal of this Agreement, which such decision shall be included in the minutes of the Board’s meeting. If the decision of such disinterested members of the Board is not to renew this Agreement, then the Board shall provide Executive with a written notice of non-renewal (“Non-Renewal Notice”) at least thirty (30) days and not more than sixty (60) days prior to any Anniversary Renewal Date, such that this Agreement shall terminate at the end of thirtytwenty-six four (3624) months following such Anniversary Renewal Date. The failure of the disinterested members of the Board to take the actions set forth herein before any Anniversary Renewal Date will result in the automatic non-renewal of this Agreement, even if the Board fails to affirmatively issue the Non-Renewal Notice to Executive. If the Board fails to inform Executive of its determination regarding the renewal or non-renewal of this Agreement, the Executive may request, in writing, the results of the Board’s action (or non-action) and the Board shall, within thirty (30) days of the receipt of such request, provide a written response to Executive. Reference herein to the term of this Agreement shall refer to both such initial term and such extended terms. (b) Notwithstanding the foregoing, in the event that the Bank Company or the Company Bank has entered into an agreement to effect a transaction which would be considered a Change in Control as defined under Section 5 hereofhereof while the Executive is employed pursuant to this Agreement, then the term of this Agreement shall automatically be extended for thirtytwenty-six four (3624) months following the date on which the Change in Control occurs. (c) During the period of his her employment hereunder, except for periods of absence occasioned by illness, reasonable vacation periods, and reasonable leaves of absence, Executive will devote all of his her business time, attention, skill and efforts to the faithful performance of his her duties under this Agreement, including activities and duties related to the Executive Position. Notwithstanding the preceding sentence, subject to the approval of the Board, Executive may serve as a member of the board of directors of business, community and charitable organizations, provided that in each case such service shall not materially interfere with the performance of his her duties under this Agreement, adversely affect the reputation of the Bank Company or any other affiliates of the BankCompany, or present any conflict of interest. (d) Nothing in this Agreement shall mandate or prohibit a continuation of Executive’s employment following the expiration of the term of this Agreement.

Term and Duties. (a) The term of this Agreement and the period of Executive’s employment hereunder under this Agreement shall begin as of the Initial Effective Date and shall continue for a period of thirty-six (36) full calendar months thereafter. Commencing During each calendar year that begins prior to the Effective Date, commencing on the first anniversary date following of the Initial Effective Date Date, and continuing on at each anniversary date thereafter (thereafter, the “Anniversary Date”), this Agreement shall renew for an additional year such that the remaining term shall be thirty-six (36) full calendar months, ; provided, however, that in order for this Agreement to renew, the disinterested members of the Board of Directors of the Bank (the “Board”) must take the following actions within the time frames set forth below prior to each Anniversary Date: (i) at least sixty (60) days prior to the Anniversary Date, conduct a comprehensive performance evaluation and review of Executive for purposes of determining whether to extend this Agreement; and (ii) affirmatively approve the renewal or non-renewal of this Agreement, which such decision shall be included in the minutes of the Board’s meeting. If the decision of such disinterested members of the Board is not to renew this Agreement, then the Board shall provide Executive with a if written notice of non-renewal (“Non-Renewal Notice”) nonrenewal is provided to Executive at least thirty ten (3010) days and not more than sixty thirty (6030) days prior to any Anniversary Dateanniversary date, such that this Agreement the employment of Executive hereunder shall terminate cease at the end of thirty-six (36) months following such Anniversary anniversary date. On April 1st of each calendar year that begins on or after the Effective Date. The failure of the disinterested members of the Board to take the actions set forth herein before any Anniversary Date will result in the automatic non-renewal of this Agreement, even if the Board fails to affirmatively issue the Non-Renewal Notice to Executive. If the Board fails to inform Executive of its determination regarding the renewal or non-renewal of this Agreement, the Agreement shall renew for an additional year such that the remaining term shall be thirty-six (36) full calendar months beginning on such April 1st; provided, however, if written notice of nonrenewal is provided to Executive may request, in writing, the results of the Board’s action at least ten (or non-action10) days and the Board shall, within not more than thirty (30) days prior to any renewal date, the employment of Executive hereunder shall cease at the receipt end of such request, provide a written response to Executive. Reference herein to the term of this Agreement shall refer to both such initial term and such extended terms. (b) Notwithstanding the foregoing, in the event that the Bank or the Company has entered into an agreement to effect a transaction which would be considered a Change in Control as defined under Section 5 hereof, then the term of this Agreement shall automatically be extended for thirty-six (36) months following such renewal date. On an annual basis prior to the date on which deadline for the Change in Control occursnotice period referenced above, the board of directors of the Company (the “Board of Directors”) shall conduct a performance review of Executive for purposes of determining whether to provide notice of nonrenewal. (cb) During the period of his employment hereunder, except for periods of absence occasioned by illness, reasonable vacation periods, and reasonable leaves of absenceabsence approved by the Board of Directors, Executive will shall devote substantially all of his business time, attention, skill skill, and efforts to the faithful performance of his duties under this Agreement, hereunder including activities and duties services related to the Executive Position. Notwithstanding organization, operation and management of the preceding sentenceCompany and the Bank; provided, subject to however, that, with the approval of the Board of the Company or the Bank, as evidenced by a resolution of such Board, from time to time, Executive may serve as a member of serve, or continue to serve, on the board boards of directors of businessof, community and charitable hold any other offices or positions in, business companies or business organizations, provided that which, in each case such service shall Board’s judgment, will not materially interfere present any conflict of interest with the performance of his duties under this Agreement, adversely affect the reputation of the Bank or any other affiliates of the Bank, or present any conflict of interest. (d) Nothing in this Agreement shall mandate or prohibit a continuation materially affect the performance of Executive’s employment following the expiration duties pursuant to this Agreement (it being understood that membership in and service on boards or committees of social, religious, charitable or similar organizations does not require Board approval pursuant to this Section 2(b)). For purposes of this Section 2(b), Board approval shall be deemed provided as to service with any such business companies or organizations that Executive was serving as of the term of this Initial Effective Date as set forth in Exhibit A to the Prior Agreement.

Term and Duties. (a) The term of this Agreement and the period of Executive’s employment hereunder shall will begin as of the Effective Date and shall continue for thirty-six a period of twelve (3612) full calendar months thereafter. Commencing on the first anniversary date following the Effective Date and continuing on each anniversary date thereafter of this Agreement (the “Anniversary Date”), this and continuing at each Anniversary Date thereafter, the Agreement shall renew for an additional year such that the remaining term shall be thirty-six twelve (3612) full calendar months, ; provided, however, that in order for this Agreement to renew, the disinterested members of the Board of Directors of the Bank (the “Board”) must take the following actions within the time frames set forth below prior to each Anniversary Date: (i) shall, at least sixty (60) days prior to the before such Anniversary Date, Date conduct a comprehensive performance evaluation and review of Executive for purposes of determining whether to extend this Agreement; and (ii) affirmatively approve the renewal . The Board shall give Executive notice of its decision whether or non-renewal of this Agreement, which such decision shall be included in the minutes of the Board’s meeting. If the decision of such disinterested members of the Board is not to renew this Agreement, then the Board shall provide Executive with a written notice of non-renewal (“Non-Renewal Notice”) Agreement at least thirty (30) days and not more than sixty (60) days prior to any the Anniversary Date, such that this Agreement shall terminate at the end and if written notice of thirty-six (36) months following such Anniversary Date. The failure of the disinterested members of the Board to take the actions set forth herein before any Anniversary Date will result in the automatic non-renewal of this Agreementis provided to Executive within said time frame, even if the Board fails to affirmatively issue the Non-Renewal Notice to Executive. If the Board fails to inform Executive of its determination regarding the renewal or non-renewal of this Agreement, the Executive may request, in writing, the results of the Board’s action (or non-action) and the Board shall, within thirty (30) days of the receipt of such request, provide a written response to Executive. Reference herein to the term of this Agreement shall refer to both such initial term and such extended termsnot be extended. (b) Notwithstanding the foregoing, in the event that the Bank or the Company has entered into an agreement to effect a transaction which would be considered a Change in Control as defined under Section 5 hereof, then the term of this Agreement shall automatically be extended for thirty-six (36) months following the date on which the Change in Control occurs. (c) During the period of his employment hereunder, except for periods of absence occasioned by illness, reasonable vacation periods, and reasonable leaves of absenceabsence approved by the Chief Executive Officer, Executive will shall devote substantially all of his business time, attention, skill skill, and efforts to the faithful performance of his duties under this Agreement, hereunder including activities and duties services related to the Executive Position. Notwithstanding organization, operation and management of the preceding sentenceBank; provided, subject to however, that, with the approval of the Board, Executive may serve as a member of serve, or continue to serve, on the board boards of directors of of, and hold any other offices or positions in, business, community and social, religious, charitable organizationsor similar organizations which, provided that in each case such service shall the Board’s judgment, will not materially interfere present any conflict of interest with the performance of his duties under this Agreement, adversely affect the reputation of the Bank or any other affiliates of the Bank, or present any conflict of interest. (d) Nothing in this Agreement shall mandate or prohibit a continuation materially affect the performance of Executive’s employment following duties pursuant to this Agreement. Notwithstanding the expiration preceding sentence, no approval is required for Executive to participate or serve in (i) outside organizations in which Executive is serving as of the term Effective Date; (ii) religious or educational organizations which Executive or Executive’s children may attend from time to time; or (iii) affiliates of this Agreementsuch organizations.

Term and Duties. (a) The term of this Agreement and the period of Executive’s employment hereunder shall will begin as of the Effective Date and shall continue for thirty-six a period of twelve (3612) full calendar months thereafter. Commencing on the first anniversary date following the Effective Date and continuing on each anniversary date thereafter of this Agreement (the “Anniversary Date”), this and continuing at each Anniversary Date thereafter, the Agreement shall renew for an additional year such that the remaining term shall be thirty-six twelve (3612) full calendar months, ; provided, however, that in order for this Agreement to renew, the disinterested members of the Board of Directors of the Bank (the “Board”) must take the following actions within the time frames set forth below prior to each Anniversary Date: (i) shall, at least sixty (60) days prior to the before such Anniversary Date, Date conduct a comprehensive performance evaluation and review of Executive for purposes of determining whether to extend this Agreement; and (ii) affirmatively approve the renewal . The Board shall give Executive notice of its decision whether or non-renewal of this Agreement, which such decision shall be included in the minutes of the Board’s meeting. If the decision of such disinterested members of the Board is not to renew this Agreement, then the Board shall provide Executive with a written notice of non-renewal (“Non-Renewal Notice”) Agreement at least thirty (30) days and not more than sixty (60) days prior to any the Anniversary Date, such that this Agreement shall terminate at the end and if written notice of thirty-six (36) months following such Anniversary Date. The failure of the disinterested members of the Board to take the actions set forth herein before any Anniversary Date will result in the automatic non-renewal of this Agreementis provided to Executive within said time frame, even if the Board fails to affirmatively issue the Non-Renewal Notice to Executive. If the Board fails to inform Executive of its determination regarding the renewal or non-renewal of this Agreement, the Executive may request, in writing, the results of the Board’s action (or non-action) and the Board shall, within thirty (30) days of the receipt of such request, provide a written response to Executive. Reference herein to the term of this Agreement shall refer to both such initial term and such extended termsnot be extended. (b) Notwithstanding the foregoing, in the event that the Bank or the Company has entered into an agreement to effect a transaction which would be considered a Change in Control as defined under Section 5 hereof, then the term of this Agreement shall automatically be extended for thirty-six (36) months following the date on which the Change in Control occurs. (c) During the period of his her employment hereunder, except for periods of absence occasioned by illness, reasonable vacation periods, and reasonable leaves of absenceabsence approved by the Chief Executive Officer, Executive will shall devote substantially all of his her business time, attention, skill skill, and efforts to the faithful performance of his her duties under this Agreement, hereunder including activities and duties services related to the Executive Position. Notwithstanding organization, operation and management of the preceding sentenceBank; provided, subject to however, that, with the approval of the Board, Executive may serve as a member of serve, or continue to serve, on the board boards of directors of of, and hold any other offices or positions in, business, community and social, religious, charitable organizationsor similar organizations which, provided that in each case such service shall the Board’s judgment, will not materially interfere present any conflict of interest with the performance of his duties under this Agreement, adversely affect the reputation of the Bank or any other affiliates of the Bank, or present any conflict of interest. (d) Nothing in this Agreement shall mandate or prohibit a continuation materially affect the performance of Executive’s employment following duties pursuant to this Agreement. Notwithstanding the expiration preceding sentence, no approval is required for Executive to participate or serve in (i) outside organizations in which Executive is serving as of the term Effective Date; (ii) religious or educational organizations which Executive or Executive’s children may attend from time to time; or (iii) affiliates of this Agreementsuch organizations.

Term and Duties. (a) The term of this Agreement Employers hereby agree to employ Executive for the three-year period commencing on January 1, 2006 and the period of Executive’s employment hereunder shall begin as of the Effective Date and shall continue for thirty-six (36) full calendar months thereafter. Commencing on the first anniversary date following the Effective Date and continuing on each anniversary date thereafter ending December 31, 2008 (the “Anniversary Date”), this Agreement shall renew for an additional year such that the remaining term shall be thirty-six (36) months, provided, however, that in order for this Agreement to renew, the disinterested members of the Board of Directors of the Bank (the “BoardInitial Term”) must take the following actions within the time frames set forth below prior to each Anniversary Date: (i) at least sixty (60) days prior to the Anniversary Date, conduct a comprehensive performance evaluation and review of Executive for purposes of determining whether to extend or until terminated in accordance with this Agreement; and (ii) affirmatively approve the renewal or non-renewal of this Agreement, which such decision shall be included in the minutes of the Board’s meetingSection 1or Section 5. If the decision of such disinterested members of the Board is not to renew this Agreement, then the Board shall provide Executive with a Unless terminated by written notice of non-renewal (“Non-Renewal Notice”) delivered at least thirty (30) days and not more than sixty (60) days prior to any Anniversary Date, such that this Agreement shall terminate at the end of thirty-six (36) months following such Anniversary Date. The failure expiration of the disinterested members of Initial Term, Executive’s employment shall continue for successive one (1) year terms (each one (1) year term hereinafter referred to as a “Subsequent Term” and together with the Board to take the actions set forth herein before any Anniversary Date will result in the automatic non-renewal of this Agreement, even if the Board fails to affirmatively issue the Non-Renewal Notice to Executive. If the Board fails to inform Executive of its determination regarding the renewal or non-renewal of this AgreementInitial Term, the Executive may request“Term”). For the period commencing on January 1, in writing2006 and continuing until February 9, the results of the Board’s action 2006 (or non-action) and the Board shall, within thirty (30) days of the receipt of such request, provide a written response to Executive. Reference herein to the term of this Agreement shall refer to both such initial term and such extended terms. (b) Notwithstanding the foregoing, in the event that the Bank or the Company has entered into an agreement to effect a transaction which would be considered a Change in Control as defined under Section 5 hereof, then the term of this Agreement shall automatically be extended for thirty-six (36) months following the date on which the Change in Control occurs. Employers designate Executive as successor Chief Executive Officer of the Employers) (c) During the “Designation Date”), Executive shall serve as the Chief Financial Officer and Chief Operating Officer of the Employers. For the period of his employment hereundercommencing on the Designation Date and continuing until December 31, except for periods of absence occasioned by illness, reasonable vacation periods, and reasonable leaves of absence2006 (or such earlier date as the Employers shall determine), Executive will shall serve as the President and Chief Operating Officer of the Employers. For the period commencing on January 1, 2007 (or such earlier date as the Employers shall determine) and continuing until the expiration of the Term, Executive shall serve as the President and Chief Executive Officer of the Employers and as a non-compensated member of the Board of Directors of each Employer (the “Board”). Subject to the provisions of this Agreement, during the Term, Executive shall devote his best efforts and abilities to the performance of Executive’s duties on behalf of Employers and to the promotion of their interests consistent with Executive’s offices and positions with the Employers and subject to the direction and control of the Board. Executive shall devote substantially all of his business time, attentionenergies, skill attention and efforts abilities to the faithful performance of his duties under this Agreement, including activities and duties related to the Executive Position. Notwithstanding the preceding sentence, subject to the approval operation of the Boardbusiness of Employers and shall not be actively involved in any other trade or business or as an employee of any other trade or business; provided, however, that Executive may is permitted to serve as a member on one outside Board of the board Directors of directors of business, community and charitable organizations, Executive’s choosing provided that in each case such service shall is not in any way competitive with the Employers and does not materially interfere with the performance of his duties under this Agreement, adversely affect the reputation of the Bank or any other affiliates of the Bank, or present any conflict of interest. (d) Nothing in this Agreement shall mandate or prohibit a continuation of Executive’s employment following the expiration of the term of this Agreementduties to Employers.

Term and Duties. (a) The term of this Agreement and the period of Executive’s employment hereunder shall begin as of the Effective Date and shall continue for thirty-six (36) full calendar months thereafterthrough January 1, 2019. Commencing on January 1, 2018 (the first anniversary date following the Effective Date “Renewal Date”) and continuing on each anniversary date January 1st thereafter (the each a “Anniversary Renewal Date”), this Agreement shall renew for an additional year such that the remaining term shall be thirtytwenty-six four (3624) months, provided, however, that in order for this Agreement to renew, the disinterested members of the Board of Directors of the Bank (the “Board”) must take the following actions within the time frames set forth below prior to each Anniversary Renewal Date: (i) at least sixty (60) days prior to the Anniversary Renewal Date, conduct a comprehensive performance evaluation and review of Executive for purposes of determining whether to extend this Agreement; and (ii) affirmatively approve the renewal or non-renewal of this Agreement, which such decision shall be included in the minutes of the Board’s meeting. If the decision of such disinterested members of the Board is not to renew this Agreement, then the Board shall provide Executive with a written notice of non-renewal (“Non-Renewal Notice”) at least thirty (30) days and not more than sixty (60) days prior to any Anniversary Renewal Date, such that this Agreement shall terminate at the end of thirtytwenty-six four (3624) months following such Anniversary Renewal Date. The failure of the disinterested members of the Board to take the actions set forth herein before any Anniversary Renewal Date will result in the automatic non-renewal of this Agreement, even if the Board fails to affirmatively issue the Non-Renewal Notice to Executive. If the Board fails to inform Executive of its determination regarding the renewal or non-renewal of this Agreement, the Executive may request, in writing, the results of the Board’s action (or non-action) and the Board shall, within thirty (30) days of the receipt of such request, provide a written response to Executive. Reference herein to the term of this Agreement shall refer to both such initial term and such extended terms. (b) Notwithstanding the foregoing, in the event that the Bank or the Company has entered into an agreement to effect a transaction which would be considered a Change in Control as defined under Section 5 hereofhereof while the Executive is employed pursuant to this Agreement, then the term of this Agreement shall automatically be extended for thirtytwenty-six four (3624) months following the date on which the Change in Control occurs. (c) During the period of his her employment hereunder, except for periods of absence occasioned by illness, reasonable vacation periods, and reasonable leaves of absence, Executive will devote all of his her business time, attention, skill and efforts to the faithful performance of his her duties under this Agreement, including activities and duties related to the Executive Position. Notwithstanding the preceding sentence, subject to the approval of the Board, Executive may serve as a member of the board of directors of business, community and charitable organizations, provided that in each case such service shall not materially interfere with the performance of his her duties under this Agreement, adversely affect the reputation of the Bank or any other affiliates of the Bank, or present any conflict of interest. (d) Nothing in this Agreement shall mandate or prohibit a continuation of Executive’s employment following the expiration of the term of this Agreement.

Term and Duties. (a) The term of this Agreement and the period of Executive’s employment hereunder shall will begin as of the Effective Date and shall continue for thirty-six a period of twelve (3612) full calendar months thereafter. Commencing on the first anniversary date following the Effective Date and continuing on each anniversary date thereafter of this Agreement (the “Anniversary Date”), this and continuing at each Anniversary Date thereafter, the Agreement shall renew for an additional year such that the remaining term shall be thirty-six twelve (3612) full calendar months, ; provided, however, that in order for this Agreement to renew, the disinterested members of the Board of Directors of the Bank (the “Board”) must take the following actions within the time frames set forth below prior to each Anniversary Date: (i) shall, at least sixty (60) days prior to the before such Anniversary Date, Date conduct a comprehensive performance evaluation and review of Executive for purposes of determining whether to extend this Agreement; and (ii) affirmatively approve the renewal or non-renewal of this Agreement, which such decision shall be included in the minutes of the Board’s meeting. If the decision of such disinterested members of Either the Board is or Executive may give the other notice of its decision whether or not to renew this Agreement, then the Board shall provide Executive with a written notice of non-renewal (“Non-Renewal Notice”) Agreement at least thirty (30) days and not more than sixty (60) days prior to any the Anniversary Date, such that this Agreement shall terminate at the end and if written notice of thirty-six (36) months following such Anniversary Date. The failure of the disinterested members of the Board to take the actions set forth herein before any Anniversary Date will result in the automatic non-renewal of this Agreementis provided to either party by the other within said time frame, even if the Board fails to affirmatively issue the Non-Renewal Notice to Executive. If the Board fails to inform Executive of its determination regarding the renewal or non-renewal of this Agreement, the Executive may request, in writing, the results of the Board’s action (or non-action) and the Board shall, within thirty (30) days of the receipt of such request, provide a written response to Executive. Reference herein to the term of this Agreement shall refer to both such initial term and such extended termsnot be extended. (b) Notwithstanding the foregoing, in the event that the Bank or the Company has entered into an agreement to effect a transaction which would be considered a Change in Control as defined under Section 5 hereof, then the term of this Agreement shall automatically be extended for thirty-six (36) months following the date on which the Change in Control occurs. (c) During the period of his employment hereunder, except for periods of absence occasioned by illness, reasonable vacation periods, and reasonable leaves of absenceabsence approved by the Chief Executive Officer, Executive will shall devote substantially all of his business time, attention, skill skill, and efforts to the faithful performance of his duties under this Agreement, hereunder including activities and duties services related to the Executive Position. Notwithstanding organization, operation and management of the preceding sentenceBank; provided, subject to however, that, with the approval of the Board, Executive may serve as a member of serve, or continue to serve, on the board boards of directors of of, and hold any other offices or positions in, business, community and social, religious, charitable organizationsor similar organizations which, provided that in each case such service shall the Board’s judgment, will not materially interfere present any conflict of interest with the performance of his duties under this Agreement, adversely affect the reputation of the Bank or any other affiliates of the Bank, or present any conflict of interest. (d) Nothing in this Agreement shall mandate or prohibit a continuation materially affect the performance of Executive’s employment following duties pursuant to this Agreement. Notwithstanding the expiration preceding sentence, no approval is required for Executive to participate or serve in (i) outside organizations in which Executive is serving as of the term Effective Date; (ii) religious or educational organizations which Executive or Executive’s children may attend from time to time; or (iii) affiliates of this Agreementsuch organizations.