Common use of Termination After Change of Control Clause in Contracts

Termination After Change of Control. In the event that, before the expiration of the TERM and in connection with or within one year of a CHANGE OF CONTROL (as defined hereinafter) of either one of the EMPLOYERS, (A) the employment of the EMPLOYEE is terminated for any reason other than JUST CAUSE before the expiration of the TERM, (B) the present capacity or circumstances in which the EMPLOYEE is employed is changed before the expiration of the TERM, or (C) the EMPLOYEE's responsibilities, authority, compensation or other benefits provided under this AGREEMENT are materially reduced, then the following shall occur: (I) The EMPLOYERS shall promptly pay to the EMPLOYEE or to his beneficiaries, dependents or estate an amount equal to the sum of (1) the amount of compensation to which the EMPLOYEE would be entitled for the remainder of the TERM under this AGREEMENT, plus (2) the difference between (x) the product of three, multiplied by the total compensation paid to the EMPLOYEE for the immediately preceding calendar year as set forth on the Form W-2 of the EMPLOYEE, less (xx) the amount paid to the EMPLOYEE pursuant to clause (1) of this subparagraph (I); (II) The EMPLOYEE, his dependents, beneficiaries and estate shall continue to be covered under all BENEFIT PLANS of the EMPLOYERS at the EMPLOYERS' expense as if the EMPLOYEE were still employed under this AGREEMENT until the earliest of the expiration of the TERM or the date on which the EMPLOYEE is included in another employer's benefit plans as a full-time employee; and (III) The EMPLOYEE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EMPLOYEE offset in any manner the obligations of the EMPLOYERS thereunder, except as specifically stated in subparagraph (II). In the event that payments pursuant to this subsection (ii) would result in the imposition of a penalty tax pursuant to Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (hereinafter collectively referred to as "SECTION 280G"), such payments shall be reduced to the maximum amount which may be paid under SECTION 280G without exceeding such limits.

Termination After Change of Control. In the event that, before the expiration of the TERM and in connection with or within one year of after a CHANGE OF CONTROL (as defined hereinafter) of either one of the EMPLOYERS, (A) the employment of the EMPLOYEE is terminated for any reason other than JUST CAUSE before the expiration of the TERM, (B) the present capacity or circumstances in which the EMPLOYEE is employed is are materially changed before the expiration of the TERM, or (C) the EMPLOYEE's responsibilities, authority, compensation or other benefits provided under this AGREEMENT are materially reduced, then the following shall occur: (I) The EMPLOYERS shall promptly pay to the EMPLOYEE or to his beneficiaries, dependents or estate an amount equal to the sum of (1) the amount of compensation to which the EMPLOYEE would be entitled for the remainder of the TERM under this AGREEMENT, plus (2) the difference between (x) the product of three, multiplied by the total compensation paid greater of the annual salary set forth in Section 3(a) of this AGREEMENT or the annual salary payable to the EMPLOYEE for the immediately preceding calendar year as set forth on the Form W-2 a result of the EMPLOYEEany ANNUAL REVIEW, less (xx) the amount paid to the EMPLOYEE pursuant to clause (1) of this subparagraph (I); (II) The EMPLOYEE, his dependents, beneficiaries and estate shall continue to be covered under all BENEFIT PLANS of the EMPLOYERS at the EMPLOYERS' expense as if the EMPLOYEE were still employed under this AGREEMENT until the earliest of the expiration of the TERM or the date on which the EMPLOYEE is included in another employer's benefit plans as a full-time employee; and (III) The EMPLOYEE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EMPLOYEE offset in any manner the obligations of the EMPLOYERS thereunderhereunder, except as specifically stated in subparagraph (II). In the event that payments pursuant to this subsection (ii) would result in the imposition of a penalty tax pursuant to Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (hereinafter collectively referred to as "SECTION 280G"), such payments shall be reduced to the maximum amount which may be paid under SECTION 280G without exceeding such limits. Payments pursuant to this subsection also may not exceed the limit set forth in Regulatory Bulletin 27a of the Office of Thrift Supervision.

Termination After Change of Control. In the event that, before the expiration of the TERM and in connection with or within one year of a CHANGE OF CONTROL (as defined hereinafter) of either one of the EMPLOYERS, (A) the employment of the EMPLOYEE is terminated for any reason other than JUST CAUSE before the expiration of the TERM, (B) the present capacity or circumstances in which the EMPLOYEE is employed is changed before the expiration of the TERM, or (C) the EMPLOYEE's responsibilities, authority, compensation or other benefits provided under this AGREEMENT are materially reduced, then the following shall occur: (I) The EMPLOYERS shall promptly pay to the EMPLOYEE or to his her beneficiaries, dependents or estate an amount equal to the sum of (1) the amount of compensation to which the EMPLOYEE would be entitled for the remainder of the TERM under this AGREEMENT, plus (2) the difference between (x) the product of three, multiplied by the total compensation paid to the EMPLOYEE for the immediately preceding calendar year as set forth on the Form W-2 of the EMPLOYEE, less (xx) the amount paid to the EMPLOYEE pursuant to clause (1) of this subparagraph (I); (II) The EMPLOYEE, his her dependents, beneficiaries and estate shall continue to be covered under all BENEFIT PLANS of the EMPLOYERS at the EMPLOYERS' expense as if the EMPLOYEE were still employed under this AGREEMENT until the earliest of the expiration of the TERM or the date on which the EMPLOYEE is included in another employer's benefit plans as a full-time employee; and (III) The EMPLOYEE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EMPLOYEE offset in any manner the obligations of the EMPLOYERS thereunder, except as specifically stated in subparagraph (II). In the event that payments pursuant to this subsection (ii) would result in the imposition of a penalty tax pursuant to Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (hereinafter collectively referred to as "SECTION 280G"), such payments shall be reduced to the maximum amount which may be paid under SECTION 280G without exceeding such limits.

Termination After Change of Control. In the event that, before the expiration of the TERM and in connection with or within one year of a CHANGE OF CONTROL (as defined hereinafter) of either one of the EMPLOYERS, (A) the employment of the EMPLOYEE is terminated for any reason other than JUST CAUSE before the expiration of the TERM, (B) the present capacity or circumstances in which the EMPLOYEE is employed is changed before the expiration of the TERM, or (C) the EMPLOYEE's 'S responsibilities, authority, compensation or other benefits provided under this AGREEMENT are materially reduced, then the following shall occur: (I) The EMPLOYERS shall promptly pay to the EMPLOYEE or to his beneficiaries, dependents or estate an amount equal to the sum of (1l) the amount of compensation to which the EMPLOYEE would be entitled for the remainder of the TERM under this AGREEMENT, plus (2) the difference between (x) the product of three, multiplied by the total compensation paid greater of the annual salary set forth in Section 3(a) of this AGREEMENT or the annual salary payable to the EMPLOYEE for the immediately preceding calendar year as set forth on the Form W-2 a result of the EMPLOYEEany ANNUAL REVIEW, less (xx) the amount paid to the EMPLOYEE pursuant to clause (1l) of this subparagraph (I); (II) The EMPLOYEE, his dependents, beneficiaries and estate shall continue to be covered under all BENEFIT PLANS of the EMPLOYERS at the EMPLOYERS' expense as if the EMPLOYEE were still employed under this AGREEMENT until the earliest of the expiration of the TERM or the date on which the EMPLOYEE is included in another employer's benefit plans as a full-time employee; and (III) The EMPLOYEE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EMPLOYEE offset in any manner the obligations of the EMPLOYERS thereunderhereunder, except as specifically stated in subparagraph (II). In the event that payments pursuant to this subsection (ii) would result in the imposition of a penalty tax pursuant to Section 280G(b)(3280G(b) (3) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (hereinafter collectively referred to as "SECTION 280G"), such payments shall be reduced to the maximum amount which may be paid under SECTION 280G without exceeding such limits.

Termination After Change of Control. In the event that, before the expiration of the TERM and in connection with or within one year of after a CHANGE OF CONTROL (as defined hereinafter) of either one of the EMPLOYERSEMPLOYER or Market Financial Corporation, (A) the employment of the EMPLOYEE is terminated for any reason other than JUST CAUSE before the expiration of the TERM, (B) the present capacity or circumstances in which the EMPLOYEE is employed is are materially changed before the expiration of the TERM, or (C) the EMPLOYEE's responsibilities, authority, compensation or other benefits provided under this AGREEMENT are materially reduced, then the following shall occur: (I) The EMPLOYERS EMPLOYER shall promptly pay to the EMPLOYEE or to his beneficiaries, dependents or estate an amount equal to the sum of (1) the amount of compensation to which the EMPLOYEE would be entitled for the remainder of the TERM under this AGREEMENT, plus (2) the difference between (x) the product of three, multiplied by the total compensation paid greater of the annual salary set forth in Section 3(a) of this AGREEMENT or the annual salary payable to the EMPLOYEE for the immediately preceding calendar year as set forth on the Form W-2 a result of the EMPLOYEEany ANNUAL REVIEW, less (xx) the amount paid to the EMPLOYEE pursuant to clause (1) of this subparagraph (I); (II) The EMPLOYEE, his dependents, beneficiaries and estate shall continue to be covered under all BENEFIT PLANS of the EMPLOYERS EMPLOYER at the EMPLOYERS' EMPLOYER's expense as if the EMPLOYEE were still employed under this AGREEMENT until the earliest of the expiration of the TERM or the date on which the EMPLOYEE is included in another employer's benefit plans as a full-time employee; and (III) The EMPLOYEE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EMPLOYEE offset in any manner the obligations of the EMPLOYERS thereunderEMPLOYER hereunder, except as specifically stated in subparagraph (II). In the event that payments pursuant to this subsection (ii) would result in the imposition of a penalty tax pursuant to Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (hereinafter collectively referred to as "SECTION 280G"), such payments shall be reduced to the maximum amount which may be paid under SECTION 280G without exceeding such limits. Payments pursuant to this subsection also may not exceed the limit set forth in Regulatory Bulletin 27a of the Office of Thrift Supervision.

Termination After Change of Control. In the event that, before the expiration of the TERM and in connection with or within one year of a CHANGE OF CONTROL (as defined hereinafter) of either one of the EMPLOYERS, (A) the employment of the EMPLOYEE is terminated for any reason other than JUST CAUSE before the expiration of the TERM, (B) the present capacity or circumstances in which is terminated by the EMPLOYEE is employed is changed before the expiration of the TERM, or (Cas provided in Section 4(a)(ii) the EMPLOYEE's responsibilities, authority, compensation or other benefits provided under this AGREEMENT are materially reducedabove, then the following shall occur: (IA) The EMPLOYERS shall promptly pay to the EMPLOYEE or to his beneficiariesdependents, dependents beneficiaries or estate an amount equal to the sum of (1l) the amount of compensation to which the EMPLOYEE would be entitled for the remainder of the TERM under this AGREEMENT, plus (2) the difference between (x) the product of three, multiplied by the total compensation paid to the EMPLOYEE for the immediately preceding calendar year EMPLOYEE'S "base amount" [as set forth on the Form W-2 defined in Section 280G(b)(3) of the EMPLOYEEInternal Revenue Code of 1986, as amended and applicable regulations of the Internal Revenue Service] as of the date of the CHANGE OF CONTROL, less (xxy) the sum of (i) $1.00 plus (ii) the amount paid to the EMPLOYEE pursuant to clause (1l) of this subparagraph (IA); (IIB) The EMPLOYEE, his dependents, beneficiaries and estate shall continue to be covered under all BENEFIT PLANS either the health, life and disability plans of the EMPLOYER or the health, life and disability plans of the successors, survivors or assigns of the EMPLOYERS without any material diminution in coverage or benefit at the EMPLOYERS' expense of the EMPLOYERS or the successors, survivors or assigns of the EMPLOYERS as if the EMPLOYEE were still employed under this AGREEMENT until the earliest of the expiration of the TERM or the date on which the EMPLOYEE is included in another employer's benefit plans as a full-time employee; and (IIIC) The EMPLOYEE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EMPLOYEE offset in any manner the obligations of the EMPLOYERS thereunderhereunder, except as specifically stated in subparagraph (II)B) above. In Provided, however, that in the event that the value of the payments pursuant to this subsection (ii) II), when combined with the value of other payments attributable to the same CHANGE OF CONTROL, would result in the imposition of a penalty tax pursuant to Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (hereinafter collectively referred to as "SECTION 280G"), such payments shall be reduced to the maximum amount which may be paid under SECTION 280G without exceeding such limits.. This reduction will be applied through the following procedure:

Termination After Change of Control. In the event that, before the expiration of the TERM and in connection with or within one year of a CHANGE OF CONTROL (as defined hereinafter) of either one of the EMPLOYERS, (A) the employment of the EMPLOYEE is terminated for any reason other than JUST CAUSE before the expiration of the TERM, (B) the present capacity or circumstances in which is terminated by the EMPLOYEE is employed is changed before the expiration in accordance with Section 4(a)(ii) of the TERM, or (C) the EMPLOYEE's responsibilities, authority, compensation or other benefits provided under this AGREEMENT are materially reducedAgreement, then the following shall occur: (I) The EMPLOYERS EMPLOYER shall promptly pay to the EMPLOYEE or to his beneficiaries, dependents or estate an amount equal to the sum of (1) the amount of compensation to which the EMPLOYEE would be entitled for the remainder of the TERM under this AGREEMENT, plus (2) the difference between (x) the product of three, 2.99 multiplied by the total compensation paid greater of the annual salary set forth in Section 3(a) of this AGREEMENT or the annual salary payable to the EMPLOYEE for the immediately preceding calendar year as set forth on the Form W-2 a result of the EMPLOYEE, less (xx) the amount paid to the EMPLOYEE pursuant to clause (1) of this subparagraph (I)any ANNUAL REVIEW; (II) The EMPLOYEE, his dependents, beneficiaries and estate shall continue to be covered at the EMPLOYER's expense under all BENEFIT PLANS health, life, disability and other welfare benefit plans of the EMPLOYERS at EMPLOYER in which the EMPLOYERS' expense EMPLOYEE was a participant prior to the effective date of the termination of his employment as if the EMPLOYEE were still employed under this AGREEMENT until the earliest of the expiration of two years from the TERM effective date of the termination of employment or the date on which the EMPLOYEE is included in another employer's benefit plans as a full-time employee; and (III) The EMPLOYEE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EMPLOYEE offset in any manner the obligations of the EMPLOYERS thereunderEMPLOYER hereunder, except as specifically stated in subparagraph (II). In the event that payments pursuant to this subsection (ii) would result in the imposition of a penalty tax pursuant to Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (hereinafter collectively referred to as "SECTION 280G"), such payments shall be reduced to the maximum amount which may be paid under SECTION 280G without exceeding such limits. Payments pursuant to this subsection also may not exceed the limit set forth in Regulatory Bulletin 27a of the Office of Thrift Supervision (hereinafter referred to as the "OTS").

Termination After Change of Control. In the event that, before the expiration of the TERM and in connection with or within one year of a CHANGE OF CONTROL (as defined hereinafter) of either one of the EMPLOYERS, (A) the employment of the EMPLOYEE is terminated for any reason other than JUST CAUSE before the expiration of the TERM, (B) the present capacity or circumstances in which is terminated by the EMPLOYEE is employed is changed before the expiration of the TERM, or (Cas provided in Section 4(a)(ii) the EMPLOYEE's responsibilities, authority, compensation or other benefits provided under this AGREEMENT are materially reducedabove, then the following shall occur: (IA) The EMPLOYERS shall promptly pay to the EMPLOYEE or to his her beneficiaries, dependents or estate an amount equal to the sum of (1l) the amount of compensation to which the EMPLOYEE would be entitled for the remainder of the TERM under this AGREEMENT, plus (2) the difference between (x) the product of three, multiplied by the total compensation paid greater of the annual salary and bonus set forth in Section 3(b) of this AGREEMENT or the annual salary and bonus payable to the EMPLOYEE for the immediately preceding calendar year as set forth on the Form W-2 a result of the EMPLOYEEany ANNUAL REVIEW, less (xx) the amount paid to the EMPLOYEE pursuant to clause (1l) of this subparagraph (IA); (IIB) The EMPLOYEE, his dependents, beneficiaries and estate shall continue to be covered under all BENEFIT PLANS either the health, life and disability plans of the EMPLOYER or the health, life and disability plans of the successors, survivors or assigns of the EMPLOYERS without any material diminution in coverage or benefit at the EMPLOYERS' expense of the EMPLOYERS or the successors, survivors or assigns of the EMPLOYERS as if the EMPLOYEE were still employed under this AGREEMENT until the earliest of the expiration of the TERM or the date on which the EMPLOYEE is included in another employer's benefit plans as a full-time employee; and (IIIC) The EMPLOYEE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EMPLOYEE offset in any manner the obligations of the EMPLOYERS thereunderhereunder, except as specifically stated in subparagraph (II)B) above. In Provided, however, that in the event that the value of the payments pursuant to this subsection (ii) II), when combined with the value of other payments attributable to the same CHANGE OF CONTROL, would result in the imposition of a penalty tax pursuant to Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (hereinafter collectively referred to as "SECTION 280G"), such payments shall be reduced to the maximum amount which may be paid under SECTION 280G without exceeding such limits.. This reduction will be applied through the following procedure:

Termination After Change of Control. In the event that, before the expiration of the TERM and in connection with or within one year of a CHANGE OF CONTROL (as defined hereinafter) of either one of the EMPLOYERS, (A) the employment of the EMPLOYEE is terminated for any reason other than JUST CAUSE before the expiration of the TERM, (B) the present capacity or circumstances in which is terminated by the EMPLOYEE is employed is changed before the expiration of the TERM, or (Cas provided in Section 4(a)(ii) the EMPLOYEE's responsibilities, authority, compensation or other benefits provided under this AGREEMENT are materially reducedabove, then the following shall occur: (IA) The EMPLOYERS shall promptly pay to the EMPLOYEE or to his beneficiaries, dependents or estate an amount equal to the sum of (1l) the amount of compensation to which the EMPLOYEE would be entitled for the remainder of the TERM under this AGREEMENT, plus (2) the difference between (x) the product of three, multiplied by the total compensation paid greater of the annual salary and bonus set forth in Section 3(b) of this AGREEMENT or the annual salary and bonus payable to the EMPLOYEE for the immediately preceding calendar year as set forth on the Form W-2 a result of the EMPLOYEEany ANNUAL REVIEW, less (xx) the amount paid to the EMPLOYEE pursuant to clause (1l) of this subparagraph (IA); (IIB) The EMPLOYEE, his dependents, beneficiaries and estate shall continue to be covered under all BENEFIT PLANS either the health, life and disability plans of the EMPLOYER or the health, life and disability plans of the successors, survivors or assigns of the EMPLOYERS without any material diminution in coverage or benefit at the EMPLOYERS' expense of the EMPLOYERS or the successors, survivors or assigns of the EMPLOYERS as if the EMPLOYEE were still employed under this AGREEMENT until the earliest of the expiration of the TERM or the date on which the EMPLOYEE is included in another employer's benefit plans as a full-time employee; and (IIIC) The EMPLOYEE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EMPLOYEE offset in any manner the obligations of the EMPLOYERS thereunderhereunder, except as specifically stated in subparagraph (II)B) above. In Provided, however, that in the event that the value of the payments pursuant to this subsection (ii) II), when combined with the value of other payments attributable to the same CHANGE OF CONTROL, would result in the imposition of a penalty tax pursuant to Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (hereinafter collectively referred to as "SECTION 280G"), such payments shall be reduced to the maximum amount which may be paid under SECTION 280G without exceeding such limits.. This reduction will be applied through the following procedure:

Termination After Change of Control. In the event that, before the expiration of the TERM and in connection with or within one year of a CHANGE OF CONTROL (as defined hereinafter) of either one of the EMPLOYERS, (A) the employment of the EMPLOYEE is terminated for any reason other than JUST CAUSE before the expiration of the TERM, (B) the present capacity or circumstances in which is terminated by the EMPLOYEE is employed is changed before the expiration of the TERM, or (Cas provided in Section 4(a)(ii) the EMPLOYEE's responsibilities, authority, compensation or other benefits provided under this AGREEMENT are materially reducedabove, then the following shall occur: (I) The EMPLOYERS shall promptly pay to the EMPLOYEE or to his beneficiaries, dependents or estate an amount equal to the sum of (1l) the amount of compensation to which the EMPLOYEE would be entitled for the remainder of the TERM under this AGREEMENT, plus (2) the difference between (x) the product of three, multiplied by the total compensation paid greater of the annual salary set forth in Section 3(a) of this AGREEMENT or the annual salary payable to the EMPLOYEE for the immediately preceding calendar year as set forth on the Form W-2 a result of the EMPLOYEEany ANNUAL REVIEW, less (xx) the amount paid to the EMPLOYEE pursuant to clause (1l) of this subparagraph (I); (II) The EMPLOYEE, his dependents, beneficiaries and estate shall continue to be covered under all BENEFIT PLANS of the EMPLOYERS at the EMPLOYERS' expense as if the EMPLOYEE were still employed under this AGREEMENT until the earliest of the expiration of the TERM or the date on which the EMPLOYEE is included in another employer's benefit plans as a full-time employee; and (III) The EMPLOYEE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EMPLOYEE offset in any manner the obligations of the EMPLOYERS thereunderhereunder, except as specifically stated in subparagraph (II)) above. In the event that payments pursuant to this subsection (ii) would result in the imposition of a penalty tax pursuant to Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (hereinafter collectively referred to as "SECTION 280G"), such payments shall be reduced to the maximum amount which may be paid under SECTION 280G without exceeding such limits.

Termination After Change of Control. In the event that, before the expiration of the TERM and in connection with or within one year of after a CHANGE OF CONTROL (as defined hereinafter) of either one of the EMPLOYERS, (A) the employment of the EMPLOYEE is terminated for any reason other than JUST CAUSE before the expiration of the TERM, (B) the present capacity or circumstances in which is terminated by the EMPLOYEE is employed is changed before the expiration of the TERM, or (Cas provided in Section 4(a)(ii) the EMPLOYEE's responsibilities, authority, compensation or other benefits provided under this AGREEMENT are materially reducedabove, then the following shall occur: (IA) The EMPLOYERS shall promptly pay to the EMPLOYEE or to his beneficiariesher dependents, dependents beneficiaries or estate an amount equal to the sum of (1l) the amount of compensation to which the EMPLOYEE would be entitled for the remainder of the TERM under this AGREEMENT, plus (2) the difference between (x) the product of three, multiplied by the total compensation paid to the EMPLOYEE for the immediately preceding calendar year EMPLOYEE’S “base amount” [as set forth on the Form W-2 defined in Section 280G(b)(3) of the EMPLOYEEInternal Revenue Code of 1986, as amended and applicable regulations of the Internal Revenue Service] as of the date of the CHANGE OF CONTROL, less (xxy) the sum of (i) $1.00 plus (ii) the amount paid to the EMPLOYEE pursuant to clause (1l) of this subparagraph (IA); (IIB) The EMPLOYEE, his her dependents, beneficiaries and estate shall continue to be covered under all BENEFIT PLANS either the health, life and disability plans of the EMPLOYERS or the health, life and disability plans of the successors, survivors or assigns of the EMPLOYERS, or under substantially equivalent coverage obtained elsewhere if coverage under the plans of the EMPLOYERS or the EMPLOYERS’ successor, survivor or assign is not available, without any material diminution in coverage or benefit at the EMPLOYERS' expense of the EMPLOYERS or the successors, survivors or assigns of the EMPLOYERS as if the EMPLOYEE were still employed under this AGREEMENT until the earliest of the expiration of the TERM or the date on which the EMPLOYEE is included in another employer's ’s benefit plans as a full-time employee; and (IIIC) The EMPLOYEE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EMPLOYEE offset in any manner the obligations of the EMPLOYERS thereunderhereunder, except as specifically stated in subparagraph (II)B) above. In Provided, however, that in the event that the value of the payments pursuant to this subsection (ii) II), when combined with the value of other payments attributable to the same CHANGE OF CONTROL, would result in the imposition of a penalty tax pursuant to Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (hereinafter collectively referred to as "“SECTION 280G"”), such payments shall be reduced to the maximum amount which may be paid under SECTION 280G without exceeding such limits.. This reduction will be applied through the following procedure:

Termination After Change of Control. In the event that, before the expiration of the TERM and in connection with or within one year of after a CHANGE OF CONTROL (as defined hereinafter) of either one of the EMPLOYERS, (A) the employment of the EMPLOYEE is terminated for any reason other than JUST CAUSE before the expiration of the TERM, (B) the present capacity or circumstances in which is terminated by the EMPLOYEE is employed is changed before the expiration of the TERM, or (Cas provided in Section 4(a)(ii) the EMPLOYEE's responsibilities, authority, compensation or other benefits provided under this AGREEMENT are materially reducedabove, then the following shall occur: (IA) The EMPLOYERS shall promptly pay to the EMPLOYEE or to his beneficiariesdependents, dependents beneficiaries or estate an amount equal to the sum of (1l) the amount of compensation to which the EMPLOYEE would be entitled for the remainder of the TERM under this AGREEMENT, plus (2) the difference between (x) the product of three, multiplied by the total compensation paid to the EMPLOYEE for the immediately preceding calendar year EMPLOYEE’S “base amount” [as set forth on the Form W-2 defined in Section 280G(b)(3) of the EMPLOYEEInternal Revenue Code of 1986, as amended and applicable regulations of the Internal Revenue Service] as of the date of the CHANGE OF CONTROL, less (xxy) the sum of (i) $1.00 plus (ii) the amount paid to the EMPLOYEE pursuant to clause (1l) of this subparagraph (IA); (IIB) The EMPLOYEE, his dependents, beneficiaries and estate shall continue to be covered under all BENEFIT PLANS either the health, life and disability plans of the EMPLOYERS or the health, life and disability plans of the successors, survivors or assigns of the EMPLOYERS, or under substantially equivalent coverage obtained elsewhere if coverage under the plans of the EMPLOYERS or the EMPLOYERS’ successor, survivor or assign is not available, without any material diminution in coverage or benefit at the EMPLOYERS' expense of the EMPLOYERS or the successors, survivors or assigns of the EMPLOYERS as if the EMPLOYEE were still employed under this AGREEMENT until the earliest of the expiration of the TERM or the date on which the EMPLOYEE is included in another employer's ’s benefit plans as a full-time employee; and (IIIC) The EMPLOYEE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EMPLOYEE offset in any manner the obligations of the EMPLOYERS thereunderhereunder, except as specifically stated in subparagraph (II)B) above. In Provided, however, that in the event that the value of the payments pursuant to this subsection (ii) II), when combined with the value of other payments attributable to the same CHANGE OF CONTROL, would result in the imposition of a penalty tax pursuant to Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (hereinafter collectively referred to as "“SECTION 280G"”), such payments shall be reduced to the maximum amount which may be paid under SECTION 280G without exceeding such limits.. This reduction will be applied through the following procedure:

Termination After Change of Control. In the event that, before the expiration of the TERM and in connection with or within one year of a CHANGE OF CONTROL (as defined hereinafter) of either one of the EMPLOYERS, (A) the employment of the EMPLOYEE is terminated for any reason other than JUST CAUSE before the expiration of the TERM, (B) the present capacity or circumstances in which is terminated by the EMPLOYEE is employed is changed before the expiration of the TERM, or (Cas provided in Section 4(a)(ii) the EMPLOYEE's responsibilities, authority, compensation or other benefits provided under this AGREEMENT are materially reducedabove, then the following shall occur: (IA) The EMPLOYERS shall promptly pay to the EMPLOYEE or to his beneficiaries, dependents or estate an amount equal to the sum of (1l) the amount of compensation to which the EMPLOYEE would be entitled for the remainder of the TERM under this AGREEMENT, plus (2) the difference between (x) the product of three, multiplied by the total compensation paid greater of the annual salary set forth in Section 3(a) of this AGREEMENT or the annual salary payable to the EMPLOYEE for the immediately preceding calendar year as set forth on the Form W-2 a result of the EMPLOYEEany ANNUAL REVIEW, less (xx) the amount paid to the EMPLOYEE pursuant to clause (1l) of this subparagraph (IA); (IIB) The EMPLOYEE, his dependents, beneficiaries and estate shall continue to be covered under all BENEFIT PLANS of the EMPLOYERS at the EMPLOYERS' expense as if the EMPLOYEE were still employed under this AGREEMENT until the earliest of the expiration of the TERM or the date on which the EMPLOYEE is included in another employer's benefit plans as a full-time employee; and (IIIC) The EMPLOYEE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EMPLOYEE offset in any manner the obligations of the EMPLOYERS thereunderhereunder, except as specifically stated in subparagraph (II)B) above. In the event that payments pursuant to this subsection (iiII) would result in the imposition of a penalty tax pursuant to Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (hereinafter collectively referred to as "SECTION 280G"), such payments shall be reduced to the maximum amount which may be paid under SECTION 280G without exceeding such limits.

Termination After Change of Control. In the event that, before the expiration of the TERM and in connection with or within one year of after a CHANGE OF CONTROL (as defined hereinafter) of either one of the EMPLOYERS, (A) the employment of the EMPLOYEE is terminated for any reason other than JUST CAUSE before the expiration of the TERM, (B) the present capacity or circumstances in which is terminated by the EMPLOYEE is employed is changed before the expiration of the TERM, or (Cas provided in Section 4(a)(ii) the EMPLOYEE's responsibilities, authority, compensation or other benefits provided under this AGREEMENT are materially reducedabove, then the following shall occur: (IA) The EMPLOYERS shall promptly pay to the EMPLOYEE or to his beneficiariesher dependents, dependents beneficiaries or estate an amount equal to the sum of (1l) the amount of compensation to which the EMPLOYEE would be entitled for the remainder of the TERM under this AGREEMENT, plus (2) the difference between (x) the product of three, multiplied by the total compensation paid to the EMPLOYEE for the immediately preceding calendar year EMPLOYEE'S "base amount" [as set forth on the Form W-2 defined in Section 280G(b)(3) of the EMPLOYEEInternal Revenue Code of 1986, as amended and applicable regulations of the Internal Revenue Service] as of the date of the CHANGE OF CONTROL, less (xxy) the sum of (i) $1.00 plus (ii) the amount paid to the EMPLOYEE pursuant to clause (1) of this subparagraph (IA); (IIB) The EMPLOYEE, his her dependents, beneficiaries and estate shall continue to be covered under all BENEFIT PLANS either the health, life and disability plans of the EMPLOYERS at or the health, life and disability plans of the successors, survivors or assigns of the EMPLOYERS, or under substantially equivalent coverage obtained elsewhere if coverage under the plans of the EMPLOYERS or the EMPLOYERS' successor, survivor or assign is not available, without any material diminution in coverage or benefit at the expense of the EMPLOYERS or the successors, survivors or assigns of the EMPLOYERS as if the EMPLOYEE were still employed under this AGREEMENT until the earliest of the expiration of the TERM or the date on which the EMPLOYEE is included in another employer's benefit plans as a full-time employee; and (IIIC) The EMPLOYEE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EMPLOYEE offset in any manner the obligations of the EMPLOYERS thereunderhereunder, except as specifically stated in subparagraph (II)B) above. In Provided, however, that in the event that the value of the payments pursuant to this subsection (ii) II), when combined with the value of other payments attributable to the same CHANGE OF CONTROL, would result in the imposition of a penalty tax pursuant to Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (hereinafter collectively referred to as "SECTION 280G"), such payments shall be reduced to the maximum amount which may be paid under SECTION 280G without exceeding such limits.. This reduction will be applied through the following procedure:

Termination After Change of Control. In If Employee’s employment with the event that, before the expiration of the TERM and in connection with or within one year of a CHANGE OF CONTROL (as defined hereinafter) of either one of the EMPLOYERS, (A) the employment of the EMPLOYEE Company is terminated for any reason (a) by the Company other than JUST CAUSE before the expiration of the TERM, (B) the present capacity for Cause or circumstances in which the EMPLOYEE is employed is changed before the expiration of the TERMDisability, or (Cb) by the EMPLOYEE's responsibilitiesEmployee for Good Reason, authoritythe Company shall, compensation in lieu of any other severance payments or other benefits provided under this AGREEMENT are materially reducedpayable by the Company to the Employee, then the following shall occur: (I) The EMPLOYERS shall promptly pay to the EMPLOYEE or to his beneficiaries, dependents or estate Employee within ten (10) business days after the Employee's Date of Termination a severance payment in an amount equal to three (3 times the sum of the Executive’s most recent annual base salary and the Executive’s most recent annual cash bonus under the Company's incentive compensation plan (1if any). The Executive has 90 days to exercise any outstanding Stock Options vested but not exercised. c) In the amount event the Employment is terminated because of compensation death pursuant to which Paragraph 5(a)(i) hereof, the EMPLOYEE would Employee or his estate, legal representative or designated beneficiary, as the case may be, shall be entitled for to payment of any earned but unpaid compensation, upon the remainder date of death, without annualization and through the date of termination (collectively, the “Accrued Salary”) paid in one lump sum within Sixty (60) days from the date of death. d) Upon the termination of the TERM under this AGREEMENTAgreement, plus Employee shall immediately: (2i) return all property of the difference between (x) the product of three, multiplied by the total compensation paid Company to the EMPLOYEE for the immediately preceding calendar year as set forth on the Form W-2 Board of the EMPLOYEEDirectors, less (xx) the amount paid or their designate, including but not limited to the EMPLOYEE pursuant to clause (1) of this subparagraph (Imanuals, client lists, employee files and all Confidential Information described in Paragraph 9(b); (IIii) The EMPLOYEE, his dependents, beneficiaries and estate shall continue to be covered under all BENEFIT PLANS vacate the property of the EMPLOYERS at the EMPLOYERS' expense as if the EMPLOYEE were still employed under this AGREEMENT until the earliest Company; (iii) cease and desist all contact with clients, vendors and employees of the expiration of the TERM or the date on which the EMPLOYEE is included in another employer's benefit plans as a full-time employeeCompany; and (IIIiv) The EMPLOYEE shall not be required to mitigate assist the amount transition of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise the successor as reasonably requested by the EMPLOYEE offset General Manager for a period of not less than Thirty (30) days. e) Company shall have the right, in any manner its sole discretion, to terminate the obligations Employee who becomes disabled. Upon the permanent disability of Employee (the EMPLOYERS thereunder, except "Disabled Employee") as specifically stated in subparagraph (II). In the event that payments pursuant to this subsection (ii) would result in the imposition of a penalty tax pursuant to Section 280G(b)(3) of the Internal Revenue Code of 1986, as amendeddefined below, and upon written notice of such permanent disability, (the regulations promulgated thereunder (hereinafter collectively referred to “Event”) Company and the Disabled Employee hereby agree as "SECTION 280G"), such payments shall be reduced to the maximum amount which may be paid under SECTION 280G without exceeding such limits.follows:

Termination After Change of Control. In the event that, before the expiration of the TERM and in connection with or within one year of after a CHANGE OF CONTROL (as defined hereinafter) of either one of the EMPLOYERSEMPLOYER, (A) the employment of the EMPLOYEE is terminated for any reason other than JUST CAUSE before the expiration of the TERM, (B) the present capacity or circumstances in which the EMPLOYEE is employed is are materially changed before the expiration of the TERM, or (C) the EMPLOYEE's responsibilities, authority, compensation or other benefits provided under this AGREEMENT are materially reduced, then the following shall occur: (I) The EMPLOYERS EMPLOYER shall promptly pay to the EMPLOYEE or to his her beneficiaries, dependents or estate an amount equal to the sum of (1) the amount of compensation to which the EMPLOYEE would be entitled for the remainder of the TERM under this AGREEMENT, plus (2) the difference between (x) the product of three, multiplied by the total compensation paid greater of the annual salary set forth in Section 3(a) of this AGREEMENT or the annual salary payable to the EMPLOYEE for the immediately preceding calendar year as set forth on the Form W-2 a result of the EMPLOYEEany ANNUAL REVIEW, less (xx) the amount paid to the EMPLOYEE pursuant to clause (1) of this subparagraph (I); (II) The EMPLOYEE, his her dependents, beneficiaries and estate shall continue to be covered under all BENEFIT PLANS of the EMPLOYERS EMPLOYER at the EMPLOYERS' EMPLOYER'S expense as if the EMPLOYEE were still employed under this AGREEMENT until the earliest of the expiration of the TERM or the date on which the EMPLOYEE is included in another employer's benefit plans as a full-time employee; and (III) The EMPLOYEE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EMPLOYEE offset in any manner the obligations of the EMPLOYERS thereunderEMPLOYER hereunder, except as specifically stated in subparagraph (II). In the event that payments pursuant to this subsection (ii) would result in the imposition of a penalty tax pursuant to Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (hereinafter collectively referred to as "SECTION 280G"), such payments shall be reduced to the maximum amount which may be paid under SECTION 280G without exceeding such limits. Payments pursuant to this subsection also may not exceed the limit set forth in Regulatory Bulletin 27a of the Office of Thrift Supervision.

Termination After Change of Control. In the event that, before the expiration of the TERM and in connection with or within one year of a CHANGE OF CONTROL (as defined hereinafter) of either one of the EMPLOYERS, (A) the employment of the EMPLOYEE is terminated for any reason other than JUST CAUSE before the expiration of the TERM, (B) the present capacity or circumstances in which the EMPLOYEE is employed is changed before the expiration of the TERM, or (C) the EMPLOYEE's responsibilities, authority, compensation or other benefits provided under this AGREEMENT are materially reduced, then the following shall occur: (I) The EMPLOYERS shall promptly pay to the EMPLOYEE or to his her beneficiaries, dependents or estate an amount equal to the sum of (1) the amount of compensation to which the EMPLOYEE would be entitled for the remainder of the TERM under this AGREEMENT, plus (2) the difference between (x) the product of three, multiplied by the total compensation paid to the EMPLOYEE for the immediately preceding calendar year as set forth on the Form W-2 of the EMPLOYEE, less (xx) the amount paid to the EMPLOYEE pursuant to clause (1) of this subparagraph (I); (II) The EMPLOYEE, his her dependents, beneficiaries and estate shall continue to be covered under all BENEFIT PLANS of the EMPLOYERS at the EMPLOYERS' expense as if the EMPLOYEE were still employed under this AGREEMENT until the earliest of the expiration of the TERM or the date on which the EMPLOYEE is included in another employer's benefit plans as a full-time employee; and (III) The EMPLOYEE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EMPLOYEE offset in any manner the obligations of the EMPLOYERS thereunderhereunder, except as specifically stated in subparagraph (II). In the event that payments pursuant to this subsection (ii) would result in the imposition of a penalty tax pursuant to Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (hereinafter collectively referred to as "SECTION 280G"), such payments shall be reduced to the maximum amount which may be paid under SECTION 280G without exceeding such limits.

Termination After Change of Control. In the event that, before the expiration of the TERM and in connection with or within one year of a CHANGE OF CONTROL (as defined hereinafter) of either one of the EMPLOYERS, (Ai) the employment of the EMPLOYEE is terminated for any reason other than JUST CAUSE before the expiration of the TERM, (Bii) the present capacity or circumstances in which the EMPLOYEE is employed is changed before the expiration of the TERM, or (Ciii) the EMPLOYEE's 'S responsibilities, authority, compensation or other benefits provided under this AGREEMENT are materially reduced, then the following shall occur: (IA) The EMPLOYERS shall promptly pay to the EMPLOYEE or to his beneficiaries, dependents or estate an amount equal to the sum of (1I) the amount of compensation to which the EMPLOYEE would be entitled for the remainder of the TERM under this AGREEMENT, plus (2II) the difference between (x) the product of threetwo, multiplied by the total compensation paid annual base salary payable to the EMPLOYEE for at the immediately preceding calendar year as set forth on the Form W-2 time of the EMPLOYEEsuch termination, less (xx) the amount paid to the EMPLOYEE pursuant to clause (1I) of this subparagraph (IA); (IIB) The EMPLOYEE, his her dependents, beneficiaries and estate shall continue to be covered under all BENEFIT PLANS benefit plans of the EMPLOYERS at the EMPLOYERS' expense as if the EMPLOYEE were still employed under this AGREEMENT until the earliest of the expiration of the TERM or the date on which the EMPLOYEE is included in another employer's benefit plans as a full-time employee; and (IIIC) The EMPLOYEE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EMPLOYEE offset in any manner the obligations of the EMPLOYERS thereunderhereunder, except as specifically stated in subparagraph (IIB). In the event that payments pursuant to this subsection (iib) would result in the imposition of a penalty tax pursuant to Section 280G(b)(3280G(b) (3) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (hereinafter collectively referred to as "SECTION 280G"), such payments shall be reduced to the maximum amount which may be paid under SECTION 280G without exceeding such limits.

Termination After Change of Control. In the event that, before the expiration of the TERM and in connection with or within one year of a CHANGE OF CONTROL (as defined hereinafter) of either one of the EMPLOYERS, (A) the employment of the EMPLOYEE is terminated for any reason other than JUST CAUSE before the expiration of the TERM, (B) the present capacity or circumstances in which is terminated by the EMPLOYEE is employed is changed before the expiration of the TERM, or (Cas provided in Section 4(a)(ii) the EMPLOYEE's responsibilities, authority, compensation or other benefits provided under this AGREEMENT are materially reducedabove, then the following shall occur: (IA) The EMPLOYERS shall promptly pay to the EMPLOYEE or to his beneficiariesdependents, dependents beneficiaries or estate an amount equal to the sum of (1l) the amount of compensation to which the EMPLOYEE would be entitled for the remainder of the TERM under this AGREEMENT, plus (2) the difference between (x) the product of three, multiplied by the total compensation paid greater of the annual salary set forth in Section 3(a) of this AGREEMENT or the annual salary payable to the EMPLOYEE for the immediately preceding calendar year as set forth on the Form W-2 a result of the EMPLOYEEany ANNUAL REVIEW, less (xx) the amount paid to the EMPLOYEE pursuant to clause (1l) of this subparagraph (IA); (IIB) The EMPLOYEE, his dependents, beneficiaries and estate shall continue to be covered under all BENEFIT PLANS either the health, life and disability plans of the EMPLOYER or the health, life and disability plans of the successors, survivors or assigns of the EMPLOYERS without any material diminution in coverage or benefit at the EMPLOYERS' expense of the EMPLOYERS or the successors, survivors or assigns of the EMPLOYERS as if the EMPLOYEE were still employed under this AGREEMENT until the earliest of the expiration of the TERM or the date on which the EMPLOYEE is included in another employer's benefit plans as a full-time employee; and (IIIC) The EMPLOYEE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EMPLOYEE offset in any manner the obligations of the EMPLOYERS thereunderhereunder, except as specifically stated in subparagraph (II)B) above. In Provided, however, that in the event that payments pursuant to this subsection (iiII) would result in the imposition of a penalty tax pursuant to Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (hereinafter collectively referred to as "SECTION 280G"), such payments shall be reduced to the maximum amount which may be paid under SECTION 280G without exceeding such limits.

Termination After Change of Control. In the event that, before the expiration of the TERM and in connection with or within one year of a CHANGE OF CONTROL (as defined hereinafter) of either one of the EMPLOYERS, (A) the employment of the EMPLOYEE is terminated for any reason other than JUST CAUSE before the expiration of the TERM, (B) the present capacity or circumstances in which is terminated by the EMPLOYEE is employed is changed before the expiration of the TERM, or (Cas provided in Section 4(a)(ii) the EMPLOYEE's responsibilities, authority, compensation or other benefits provided under this AGREEMENT are materially reducedabove, then the following shall occur: (IA) The EMPLOYERS shall promptly pay to the EMPLOYEE or to his beneficiariesdependents, dependents beneficiaries or estate an amount equal to the sum of (1l) the amount of compensation to which the EMPLOYEE would be entitled for the remainder of the TERM under this AGREEMENT, plus (2) the difference between (x) the product of three, multiplied by the total compensation paid greater of the annual salary set forth in Section 3(a) of this AGREEMENT or the annual salary payable to the EMPLOYEE for the immediately preceding calendar year as set forth on the Form W-2 a result of the EMPLOYEEany ANNUAL REVIEW, less (xx) the amount paid to the EMPLOYEE pursuant to clause (1l) of this subparagraph (IA); (IIB) The EMPLOYEE, his dependents, beneficiaries and estate shall continue to be covered under all BENEFIT PLANS of the EMPLOYERS at the EMPLOYERS' expense as if the EMPLOYEE were still employed under this AGREEMENT until the earliest of the expiration of the TERM or the date on which the EMPLOYEE is included in another employer's benefit plans as a full-time employee; and (IIIC) The EMPLOYEE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EMPLOYEE offset in any manner the obligations of the EMPLOYERS thereunderhereunder, except as specifically stated in subparagraph (II)B) above. In the event that payments pursuant to this subsection (iiII) would result in the imposition of a penalty tax pursuant to Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (hereinafter collectively referred to as "SECTION 280G"), such payments shall be reduced to the maximum amount which may be paid under SECTION 280G without exceeding such limits.

Termination After Change of Control. In the event that, before the expiration of the TERM term hereof and in connection with or within one year after a Change of a CHANGE OF CONTROL Control (as defined hereinafter) of either one of the EMPLOYERSEmployer, (A) the employment of the EMPLOYEE Employee is terminated for any reason other than JUST CAUSE Just Cause before the expiration of the TERMterm of this Agreement, (B) the present capacity or circumstances in which the EMPLOYEE Employee is employed is are materially changed before the expiration of the TERMterm of this Agreement, or (C) the EMPLOYEEEmployee's responsibilities, authority, compensation or other benefits provided under this AGREEMENT Agreement are materially reduced, then the following shall occur: (Ia) The EMPLOYERS Employer shall promptly pay to the EMPLOYEE Employee or to his her beneficiaries, dependents or estate an amount equal to the sum of (1) the amount of compensation to which the EMPLOYEE Employee would be entitled for the remainder of the TERM under term of this AGREEMENTAgreement, plus (2) the difference between (x) the product of three, multiplied by the total compensation paid to greater of the EMPLOYEE for the immediately preceding calendar year as annual salary set forth on in Section 3(a) of this Agreement or the Form W-2 annual salary payable to Employee as a result of the EMPLOYEEany Annual Review, less (xx) the amount paid to the EMPLOYEE Employee pursuant to clause (1) of this subparagraph (Ia); (IIb) The EMPLOYEEEmployee, his her dependents, beneficiaries and estate shall continue to be covered under all BENEFIT PLANS Benefit Plans of the EMPLOYERS Employer at the EMPLOYERS' Employer's expense as if the EMPLOYEE Employee were still employed under this AGREEMENT Agreement until the earliest of the expiration of the TERM term of this Agreement or the date on which the EMPLOYEE Employee is included in another employerEmployer's benefit plans plan as a full-time employeeEmployee; and (IIIc) The EMPLOYEE Employee shall not be required to mitigate the amount of any payment provided for in this AGREEMENT Agreement by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EMPLOYEE Employee offset in any manner the obligations of the EMPLOYERS thereunderEmployer hereunder, except as specifically stated in subparagraph (IIii). In the event that payments pursuant to this subsection subparagraph (ii) would result in the imposition of a penalty tax pursuant to Section 280G(b)(3280G(b) (3) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (hereinafter collectively referred to as "SECTION Section 280G"), such payments shall be reduced to the maximum amount which may be paid under SECTION Section 280G without exceeding such limits. Payments pursuant to this subsection also may not exceed the limit set forth in Regulatory Bulletin 27a of the Office of Thrift Supervision.

Termination After Change of Control. In the event that, before the expiration of the TERM and in connection with or within one year of a CHANGE OF CONTROL (as defined hereinafter) of either one of the EMPLOYERS, (A) the employment of the EMPLOYEE is terminated for any reason other than JUST CAUSE before the expiration of the TERM, (B) the present capacity or circumstances in which is terminated by the EMPLOYEE is employed is changed before the expiration of the TERM, or (Cas provided in Section 4(a)(ii) the EMPLOYEE's responsibilities, authority, compensation or other benefits provided under this AGREEMENT are materially reducedabove, then the following shall occur: (IA) The EMPLOYERS shall promptly pay to the EMPLOYEE or to his beneficiaries, dependents or estate an amount equal to the sum of (1l) the amount of compensation to which the EMPLOYEE would be entitled for the remainder of the TERM under this AGREEMENT, plus (2) the difference between (x) the product of three, multiplied by the total compensation paid greater of the annual salary set forth in Section 3(a) of this AGREEMENT or the annual salary payable to the EMPLOYEE for the immediately preceding calendar year as set forth on the Form W-2 a result of the EMPLOYEEany ANNUAL REVIEW, less (xx) the amount paid to the EMPLOYEE pursuant to clause (1l) of this subparagraph (IA); (IIB) The EMPLOYEE, his dependents, beneficiaries and estate shall continue to be covered under all BENEFIT PLANS either the health, life and disability plans of the EMPLOYER or the health, life and disability plans of the successors, survivors or assigns of the EMPLOYERS without any material diminution in coverage or benefit at the EMPLOYERS' expense of the EMPLOYERS or the successors, survivors or assigns of the EMPLOYERS as if the EMPLOYEE were still employed under this AGREEMENT until the earliest of the expiration of the TERM or the date on which the EMPLOYEE is included in another employer's benefit plans as a full-time employee; and (IIIC) The EMPLOYEE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EMPLOYEE offset in any manner the obligations of the EMPLOYERS thereunderhereunder, except as specifically stated in subparagraph (II)B) above. In Provided, however, that in the event that payments pursuant to this subsection (iiII) would result in the imposition of a penalty tax pursuant to Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (hereinafter collectively referred to as "SECTION 280G"), such payments shall be reduced to the maximum amount which may be paid under SECTION 280G without exceeding such limits.

Termination After Change of Control. In the event that, before the expiration of the TERM and in connection with or within one year of after a CHANGE OF CONTROL (as defined hereinafter) of either one of the EMPLOYERS, (A) the employment of the EMPLOYEE is terminated for any reason other than JUST CAUSE before the expiration of the TERM, (B) the present capacity or circumstances in which is terminated by the EMPLOYEE is employed is changed before the expiration of the TERM, or (Cas provided in Section 4(a)(ii) the EMPLOYEE's responsibilities, authority, compensation or other benefits provided under this AGREEMENT are materially reducedabove, then the following shall occur: (IA) The EMPLOYERS shall promptly pay to the EMPLOYEE or to his beneficiariesdependents, dependents beneficiaries or estate an amount equal to the sum of (1l) the amount of compensation to which the EMPLOYEE would be entitled for the remainder of the TERM under this AGREEMENT, plus (2) the difference between (x) the product of three, multiplied by the total compensation paid to the EMPLOYEE for the immediately preceding calendar year EMPLOYEE'S "base amount" [as set forth on the Form W-2 defined in Section 280G(b)(3) of the EMPLOYEEInternal Revenue Code of 1986, as amended and applicable regulations of the Internal Revenue Service] as of the date of the CHANGE OF CONTROL, less (xxy) the sum of (i) $1.00 plus (ii) the amount paid to the EMPLOYEE pursuant to clause (1) of this subparagraph (IA); (IIB) The EMPLOYEE, his dependents, beneficiaries and estate shall continue to be covered under all BENEFIT PLANS either the health, life and disability plans of the EMPLOYERS at or the health, life and disability plans of the successors, survivors or assigns of the EMPLOYERS, or under substantially equivalent coverage obtained elsewhere if coverage under the plans of the EMPLOYERS or the EMPLOYERS' successor, survivor or assign is not available, without any material diminution in coverage or benefit at the expense of the EMPLOYERS or the successors, survivors or assigns of the EMPLOYERS as if the EMPLOYEE were still employed under this AGREEMENT until the earliest of the expiration of the TERM or the date on which the EMPLOYEE is included in another employer's benefit plans as a full-time employee; and (IIIC) The EMPLOYEE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EMPLOYEE offset in any manner the obligations of the EMPLOYERS thereunderhereunder, except as specifically stated in subparagraph (II)B) above. In Provided, however, that in the event that the value of the payments pursuant to this subsection (ii) II), when combined with the value of other payments attributable to the same CHANGE OF CONTROL, would result in the imposition of a penalty tax pursuant to Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (hereinafter collectively referred to as "SECTION 280G"), such payments shall be reduced to the maximum amount which may be paid under SECTION 280G without exceeding such limits.. This reduction will be applied through the following procedure:

Termination After Change of Control. In the event that, before the expiration of the TERM and in connection with or within one year of a CHANGE OF CONTROL (as defined hereinafter) of either one of the EMPLOYERS, (A) the employment of the EMPLOYEE is terminated for any reason other than JUST CAUSE before the expiration of the TERM, (B) the present capacity or circumstances in which is terminated by the EMPLOYEE is employed is changed before the expiration of the TERM, or (Cas provided in Section 4(a)(ii) the EMPLOYEE's responsibilities, authority, compensation or other benefits provided under this AGREEMENT are materially reducedabove, then the following shall occur: (IA) The EMPLOYERS shall promptly pay to the EMPLOYEE or to his her beneficiaries, dependents or estate an amount equal to the sum of (1l) the amount of compensation to which the EMPLOYEE would be entitled for the remainder of the TERM under this AGREEMENT, plus (2) the difference between (x) the product of three, multiplied by the total compensation paid greater of the annual salary set forth in Section 3(a) of this AGREEMENT or the annual salary payable to the EMPLOYEE for the immediately preceding calendar year as set forth on the Form W-2 a result of the EMPLOYEEany ANNUAL REVIEW, less (xx) the amount paid to the EMPLOYEE pursuant to clause (1l) of this subparagraph (IA); (IIB) The EMPLOYEE, his dependents, beneficiaries and estate shall continue to be covered under all BENEFIT PLANS either the health, life and disability plans of the EMPLOYER or the health, life and disability plans of the successors, survivors or assigns of the EMPLOYERS without any material diminution in coverage or benefit at the EMPLOYERS' expense of the EMPLOYERS or the successors, survivors or assigns of the EMPLOYERS as if the EMPLOYEE were still employed under this AGREEMENT until the earliest of the expiration of the TERM or the date on which the EMPLOYEE is included in another employer's benefit plans as a full-time employee; and (IIIC) The EMPLOYEE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EMPLOYEE offset in any manner the obligations of the EMPLOYERS thereunderhereunder, except as specifically stated in subparagraph (II)B) above. In Provided, however, that in the event that payments pursuant to this subsection (iiII) would result in the imposition of a penalty tax pursuant to Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (hereinafter collectively referred to as "SECTION 280G"), such payments shall be reduced to the maximum amount which may be paid under SECTION 280G without exceeding such limits.

Termination After Change of Control. In the event that, before the expiration of the TERM and in connection with or within one year of a CHANGE OF CONTROL "Change of Control" (as defined hereinafterhereinafter defined) of either one of the EMPLOYERSEMPLOYER, the EMPLOYER (Ai) terminates the employment of the EMPLOYEE is terminated for any reason other than (A) JUST CAUSE before the expiration of the TERMCAUSE, (B) the EMPLOYEE's RETIREMENT or (C) pursuant to Section 1 of this AGREEMENT, (ii) otherwise changes the present capacity or circumstances in which the EMPLOYEE is employed is changed before the expiration as set forth in Section 2 of the TERMthis AGREEMENT, or (Ciii) causes a material reduction in the EMPLOYEE's responsibilities, authority, compensation or other benefits provided under this AGREEMENT are materially reducedwithout the EMPLOYEE's written consent, then the following shall occur: (I) The EMPLOYERS EMPLOYER shall promptly pay to the EMPLOYEE or to his beneficiaries, dependents or estate estate, an amount equal to three times the sum EMPLOYEE's average annual compensation. For purposes of (1) the amount of compensation to which the EMPLOYEE would be entitled for the remainder of the TERM under this AGREEMENT, plus (2) average annual compensation shall be based on the difference between (x) the product of threeEMPLOYEE's total cash compensation, multiplied by the total compensation paid including but not limited to the EMPLOYEE salary and bonus payments, for the five taxable years immediately preceding calendar year as set forth on the Form W-2 termination of employment or such lesser number of years since the EMPLOYEE, less (xx) the amount paid to the EMPLOYEE pursuant to clause (1) of this subparagraph (I);EFFECTIVE DATE. (II) The EMPLOYEE, his dependents, beneficiaries and estate shall continue to be covered under all BENEFIT PLANS of the EMPLOYERS EMPLOYER at the EMPLOYERS' EMPLOYER's expense as if the EMPLOYEE were still employed under this AGREEMENT AGREEMENT, until the earliest of (i) the expiration end of the EMPLOYMENT TERM under this AGREEMENT pursuant to Section 1 of this AGREEMENT; (ii) the date the EMPLOYEE becomes 65 years of age or (iii) the date on which the EMPLOYEE is included in another employer's benefit plans as a full-time employee; and. (III) The EMPLOYEE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EMPLOYEE offset in any manner the obligations of the EMPLOYERS thereunderEMPLOYER hereunder, except as specifically stated in subparagraph subsection (II) of this subsection (a). In the event that payments pursuant to this subsection (iia) would exceed three times the EMPLOYEE's annual salary at termination or would result in the imposition of a penalty tax pursuant to Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (hereinafter collectively referred to as collectively, "SECTION 280G"), such payments shall be reduced to the maximum amount which that may be paid under SECTION 280G without exceeding such limits. A "CHANGE OF CONTROL" shall be deemed to have occurred in the event that, at any time during the EMPLOYMENT TERM, any person or entity is deemed to have acquired "control" of the EMPLOYER within the meaning of 12 C.F.R. Section 303.4 of the Regulations of the Board of Governors of the Federal Reserve System.

Termination After Change of Control. In the event that, before the expiration of the TERM and in connection with or within one year of a CHANGE OF CONTROL (as defined hereinafter) of either one of the EMPLOYERS, (A) the employment of the EMPLOYEE is terminated for any reason other than JUST CAUSE before the expiration of the TERM, (B) the present capacity or circumstances in which is terminated by the EMPLOYEE is employed is changed before the expiration of the TERM, or (Cas provided in Section 4(a)(ii) the EMPLOYEE's responsibilities, authority, compensation or other benefits provided under this AGREEMENT are materially reducedabove, then the following shall occur: (I) The EMPLOYERS shall promptly pay to the EMPLOYEE or to his her beneficiaries, dependents or estate an amount equal to the sum of (1l) the amount of compensation to which the EMPLOYEE would be entitled for the remainder of the TERM under this AGREEMENT, plus (2) the difference between (x) the product of three, multiplied by the total compensation paid greater of the annual salary set forth in Section 3(a) of this AGREEMENT or the annual salary payable to the EMPLOYEE for the immediately preceding calendar year as set forth on the Form W-2 a result of the EMPLOYEEany ANNUAL REVIEW, less (xx) the amount paid to the EMPLOYEE pursuant to clause (1l) of this subparagraph (I); (II) The EMPLOYEE, his her dependents, beneficiaries and estate shall continue to be covered under all BENEFIT PLANS of the EMPLOYERS at the EMPLOYERS' expense as if the EMPLOYEE were still employed under this AGREEMENT until the earliest of the expiration of the TERM or the date on which the EMPLOYEE is included in another employer's benefit plans as a full-time employee; and (III) The EMPLOYEE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EMPLOYEE offset in any manner the obligations of the EMPLOYERS thereunderhereunder, except as specifically stated in subparagraph (II)) above. In the event that payments pursuant to this subsection (ii) would result in the imposition of a penalty tax pursuant to Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (hereinafter collectively referred to as "SECTION 280G"), such payments shall be reduced to the maximum amount which may be paid under SECTION 280G without exceeding such limits.

Termination After Change of Control. In the event that, before the expiration of the TERM and in connection with or within one year of a CHANGE OF CONTROL (as defined hereinafter) of either one of the EMPLOYERS, (A) the employment of the EMPLOYEE is terminated for any reason other than JUST CAUSE before the expiration of the TERM, (B) the present capacity or circumstances in which is terminated by the EMPLOYEE is employed is changed before the expiration in accordance with Section 4(a)(ii) of the TERM, or (C) the EMPLOYEE's responsibilities, authority, compensation or other benefits provided under this AGREEMENT are materially reducedAgreement, then the following shall occur: (I) The EMPLOYERS EMPLOYER shall promptly pay to the EMPLOYEE or to his beneficiaries, dependents or estate an amount equal to the sum of (1) the amount of compensation to which the EMPLOYEE would be entitled for the remainder of the TERM under this AGREEMENT, plus (2) the difference between (x) the product of threetwo, multiplied by the total compensation paid greater of the annual salary set forth in Section 3(a) of this AGREEMENT or the annual salary payable to the EMPLOYEE for the immediately preceding calendar year as set forth on the Form W-2 a result of the EMPLOYEE, less (xx) the amount paid to the EMPLOYEE pursuant to clause (1) of this subparagraph (I)any ANNUAL REVIEW; (II) The EMPLOYEE, his dependents, beneficiaries and estate shall continue to be covered at the EMPLOYER's expense under all BENEFIT PLANS health, life, disability and other welfare benefit plans of the EMPLOYERS at EMPLOYER in which the EMPLOYERS' expense EMPLOYEE was a participant prior to the effective date of the termination of his employment as if the EMPLOYEE were still employed under this AGREEMENT until the earliest of the expiration of two years from the TERM effective date of the termination of employment or the date on which the EMPLOYEE is included in another employer's benefit plans as a full-time employee; and (III) The EMPLOYEE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EMPLOYEE offset in any manner the obligations of the EMPLOYERS thereunderEMPLOYER hereunder, except as specifically stated in subparagraph (II). In the event that payments pursuant to this subsection (ii) would result in the imposition of a penalty tax pursuant to Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (hereinafter collectively referred to as "SECTION 280G"), such payments shall be reduced to the maximum amount which may be paid under SECTION 280G without exceeding such limits. Payments pursuant to this subsection also may not exceed the limit set forth in Regulatory Bulletin 27a of the Office of Thrift Supervision (hereinafter referred to as the "OTS").

Termination After Change of Control. In the event that, before the expiration of the TERM and in connection with or within one year of after a CHANGE OF CONTROL (as defined hereinafter) of either one of the EMPLOYERS, (A) the employment of the EMPLOYEE is terminated for any reason other than JUST CAUSE before the expiration of the TERM, (B) the present capacity or circumstances in which the EMPLOYEE is employed is are materially changed before the expiration of the TERM, or (C) the EMPLOYEE's responsibilities, authority, compensation or other benefits provided under this AGREEMENT are materially reduced, then the following shall occur: (I) The EMPLOYERS shall promptly pay to the EMPLOYEE or to his beneficiaries, dependents or estate an amount equal to the sum of (1) the amount of compensation to which the EMPLOYEE would be entitled for the remainder of the TERM under this AGREEMENT, plus (2) the difference between (x) the product of three, multiplied by the total compensation paid greater of the annual salary set forth in Section 3(a) of this AGREEMENT or the annual salary payable to the EMPLOYEE for the immediately preceding calendar year as set forth on the Form W-2 a result of the EMPLOYEEany ANNUAL REVIEW, less (xx) the amount paid to the EMPLOYEE pursuant to clause (1) of this subparagraph (I); ; (II) The EMPLOYEE, his dependents, beneficiaries and estate shall continue to be covered under all BENEFIT PLANS of the EMPLOYERS at the EMPLOYERS' expense as if the EMPLOYEE were still employed under this AGREEMENT until the earliest of the expiration of the TERM or the date on which the EMPLOYEE is included in another employer's benefit plans as a full-time employee; and (III) The EMPLOYEE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EMPLOYEE offset in any manner the obligations of the EMPLOYERS thereunderhereunder, except as specifically stated in subparagraph (II). In the event that payments pursuant to this subsection (ii) would result in the imposition of a penalty tax pursuant to Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (hereinafter collectively referred to as "SECTION 280G"), such payments shall be reduced to the maximum amount which may be paid under SECTION 280G without exceeding such limits. Payments pursuant to this subsection also may not exceed the limit set forth in Regulatory Bulletin 27a of the Office of Thrift Supervision.

Termination After Change of Control. In the event that, before the expiration of the TERM and in connection with or within one year of after a CHANGE OF CONTROL (as defined hereinafter) of either one of the EMPLOYERSEMPLOYER, (A) the employment of the EMPLOYEE is terminated for any reason other than JUST CAUSE before the expiration of the TERM, (B) the present capacity or circumstances in which the EMPLOYEE is employed is are materially changed before the expiration of the TERM, or (C) the EMPLOYEE's responsibilities, authority, compensation or other benefits provided under this AGREEMENT are materially reduced, then the following shall occur: (I) The EMPLOYERS EMPLOYER shall promptly pay to the EMPLOYEE or to his her beneficiaries, dependents or estate an amount equal to the sum of (1) the amount of compensation to which the EMPLOYEE would be entitled for the remainder of the TERM under this AGREEMENT, plus (2) the difference between (x) the product of three, multiplied by the total compensation paid greater of the annual salary set forth in Section 3(a) of this AGREEMENT or the annual salary payable to the EMPLOYEE for the immediately preceding calendar year as set forth on the Form W-2 a result of the EMPLOYEEany ANNUAL REVIEW, less (xx) the amount paid to the EMPLOYEE pursuant to clause (1) of this subparagraph (I); (II) The EMPLOYEE, his her dependents, beneficiaries and estate shall continue to be covered under all BENEFIT PLANS of the EMPLOYERS EMPLOYER at the EMPLOYERS' EMPLOYER'S expense as if the EMPLOYEE were still employed under this AGREEMENT until the earliest of the expiration of the TERM or the date on which the EMPLOYEE is included in another employer's benefit plans as a full-time employee; and (III) The EMPLOYEE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EMPLOYEE offset in any manner the obligations of the EMPLOYERS thereunderEMPLOYER hereunder, except as specifically stated in subparagraph (II). In the event that payments pursuant to this subsection (ii) would result in the imposition of a penalty tax pursuant to Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (hereinafter collectively referred to as "SECTION 280G"), such payments shall be reduced to the maximum amount which may be paid under SECTION 280G without exceeding such limits. Payments pursuant to this subsection also may not exceed the limit set forth in Regulatory Bulletin 27a of the Office of Thrift Supervision.

Termination After Change of Control. In the event that, before the expiration of the TERM and in connection with or within one year of after a CHANGE OF CONTROL (as defined hereinafter) of either one of the EMPLOYERSEMPLOYER or the HOLDING COMPANY, (A) the employment of the EMPLOYEE is terminated for any reason other than JUST CAUSE before the expiration of the TERMCAUSE, (B) the present capacity or circumstances in which the EMPLOYEE is employed is changed before the expiration of the TERMare materially changed, or (C) the EMPLOYEE's responsibilities, authority, compensation or other benefits provided under this AGREEMENT are materially reduced, then the following shall occur: (I) The EMPLOYERS EMPLOYER shall promptly pay to the EMPLOYEE or to his beneficiaries, dependents or estate an amount equal to the sum of (1) the amount of compensation to which the EMPLOYEE would be entitled for the remainder of the TERM under this AGREEMENT, plus (2) the difference between (x) the product of threetwo, multiplied by the total compensation paid greater of the annual salary set forth in Section 3(a) of this AGREEMENT or the annual salary payable to the EMPLOYEE for the immediately preceding calendar year as set forth on the Form W-2 a result of the EMPLOYEE, less (xx) the amount paid to the EMPLOYEE pursuant to clause (1) of this subparagraph (I)any ANNUAL REVIEW; (II) The EMPLOYEE, his dependents, beneficiaries and estate shall continue to be covered at the EMPLOYER's expense under all BENEFIT PLANS health, life, disability and other welfare benefit plans of the EMPLOYERS at EMPLOYER in which the EMPLOYERS' expense EMPLOYEE was a participant prior to the effective date of the termination of his employment as if the EMPLOYEE were still employed under this AGREEMENT until the earliest of the expiration of two years from the TERM effective date of the termination of employment or the date on which the EMPLOYEE is included in another employer's benefit plans as a full-time employee; and (III) The EMPLOYEE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EMPLOYEE offset in any manner the obligations of the EMPLOYERS thereunderEMPLOYER hereunder, except as specifically stated in subparagraph (II). In the event that payments pursuant to this subsection (ii) would result in the imposition of a penalty tax pursuant to Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (hereinafter collectively referred to as "SECTION 280G"), such payments shall be reduced to the maximum amount which may be paid under SECTION 280G without exceeding such limits. Payments pursuant to this subsection also may not exceed the limit set forth in Regulatory Bulletin 27a of the Office of Thrift Supervision (hereinafter referred to as the "OTS").

Termination After Change of Control. In the event that, before the expiration of the TERM and in connection with or within one year of after a CHANGE OF CONTROL (as defined hereinafter) of either one of the EMPLOYERS, (A) the employment of the EMPLOYEE is terminated for any reason other than JUST CAUSE before the expiration of the TERM, (B) the present capacity or circumstances in which the EMPLOYEE is employed is are materially changed before the expiration of the TERM, or (C) the EMPLOYEE's responsibilities, authority, compensation or other benefits provided under this AGREEMENT are materially reduced, then the following shall occur:the (I) The EMPLOYERS shall promptly pay to the EMPLOYEE or to his beneficiaries, dependents or estate an amount equal to the sum of (1) the amount of compensation to which the EMPLOYEE would be entitled for the remainder of the TERM under this AGREEMENT, plus (2) the difference between (x) the product of three, multiplied by the total compensation paid greater of the annual salary set forth in Section 3(a) of this AGREEMENT or the annual salary payable to the EMPLOYEE for the immediately preceding calendar year as set forth on the Form W-2 a result of the EMPLOYEEany ANNUAL REVIEW, less (xx) the amount paid to the EMPLOYEE pursuant to clause (1) of this subparagraph (I); (II) The EMPLOYEE, his dependents, beneficiaries and estate shall continue to be covered under all BENEFIT PLANS of the EMPLOYERS at the EMPLOYERS' expense as if the EMPLOYEE were still employed under this AGREEMENT until the earliest of the expiration of the TERM or the date on which the EMPLOYEE is included in another employer's benefit plans as a full-time employee; and (III) The EMPLOYEE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EMPLOYEE offset in any manner the obligations of the EMPLOYERS thereunderhereunder, except as specifically stated in subparagraph (II). In the event that payments pursuant to this subsection (ii) would result in the imposition of a penalty tax pursuant to Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (hereinafter collectively referred to as "SECTION 280G"), such payments shall be reduced to the maximum amount which may be paid under SECTION 280G without exceeding such limits. Payments pursuant to this subsection also may not exceed the limit set forth in Regulatory Bulletin 27a of the Office of Thrift Supervision.

Termination After Change of Control. In the event that, before the expiration of the TERM term hereof and in connection with or within one year after a Change of a CHANGE OF CONTROL Control (as defined hereinafter) of either one of the EMPLOYERSEmployer, (A) the employment of the EMPLOYEE Employee is terminated for any reason other than JUST CAUSE Just Cause before the expiration of the TERMterm of this Agreement, (B) the present capacity or circumstances in which the EMPLOYEE Employee is employed is are materially changed before the expiration of the TERMterm of this Agreement, or (C) the EMPLOYEEEmployee's responsibilities, authority, compensation or other benefits provided under this AGREEMENT Agreement are materially reduced, then the following shall occur: (Ia) The EMPLOYERS Employer shall promptly pay to the EMPLOYEE Employee or to his beneficiaries, dependents or estate an amount equal to the sum of (1) the amount of compensation to which the EMPLOYEE Employee would be entitled for the remainder of the TERM under term of this AGREEMENTAgreement, plus (2) the difference between (x) the product of three, multiplied by the total compensation paid to greater of the EMPLOYEE for the immediately preceding calendar year as annual salary set forth on in Section 3(a) of this Agreement or the Form W-2 annual salary payable to Employee as a result of the EMPLOYEEany Annual Review, less (xx) the amount paid to the EMPLOYEE Employee pursuant to clause (1) of this subparagraph (Ia); (IIb) The EMPLOYEEEmployee, his dependents, beneficiaries and estate shall continue to be covered under all BENEFIT PLANS Benefit Plans of the EMPLOYERS Employer at the EMPLOYERS' Employer's expense as if the EMPLOYEE Employee were still employed under this AGREEMENT Agreement until the earliest of the expiration of the TERM term of this Agreement or the date on which the EMPLOYEE Employee is included in another employerEmployer's benefit plans plan as a full-time employeefulltime Employee; and (IIIc) The EMPLOYEE Employee shall not be required to mitigate the amount of any payment provided for in this AGREEMENT Agreement by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EMPLOYEE Employee offset in any manner the obligations of the EMPLOYERS thereunderEmployer hereunder, except as specifically stated in subparagraph (IIii). In the event that payments pursuant to this subsection subparagraph (ii) would result in the imposition of a penalty tax pursuant to Section 280G(b)(3280G(b) (3) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (hereinafter collectively referred to as "SECTION Section 280G"), such payments shall be reduced to the maximum amount which may be paid under SECTION Section 280G without exceeding such limits. Payments pursuant to this subsection also may not exceed the limit set forth in Regulatory Bulletin 27a of the Office of Thrift Supervision.

Termination After Change of Control. In the event that, before the expiration of the TERM and in connection with or within one year of a CHANGE OF CONTROL (as defined hereinafter) of either one of the EMPLOYERS, (A) the employment of the EMPLOYEE is terminated for any reason other than JUST CAUSE before the expiration of the TERM, (B) the present capacity or circumstances in which is terminated by the EMPLOYEE is employed is changed before the expiration of the TERM, or (Cas provided in Section 4(a)(ii) the EMPLOYEE's responsibilities, authority, compensation or other benefits provided under this AGREEMENT are materially reducedabove, then the following shall occur: (IA) The EMPLOYERS shall promptly pay to the EMPLOYEE or to his her beneficiaries, dependents or estate an amount equal to the sum of (1l) the amount of compensation to which the EMPLOYEE would be entitled for the remainder of the TERM under this AGREEMENT, plus (2) the difference between (x) the product of three, multiplied by the total compensation paid greater of the annual salary set forth in Section 3(a) of this AGREEMENT or the annual salary payable to the EMPLOYEE for the immediately preceding calendar year as set forth on the Form W-2 a result of the EMPLOYEEany ANNUAL REVIEW, less (xx) the amount paid to the EMPLOYEE pursuant to clause (1l) of this subparagraph (IA); (IIB) The EMPLOYEE, his her dependents, beneficiaries and estate shall continue to be covered under all BENEFIT PLANS of the EMPLOYERS at the EMPLOYERS' expense as if the EMPLOYEE were still employed under this AGREEMENT until the earliest of the expiration of the TERM or the date on which the EMPLOYEE is included in another employer's benefit plans as a full-time employee; and (IIIC) The EMPLOYEE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EMPLOYEE offset in any manner the obligations of the EMPLOYERS thereunderhereunder, except as specifically stated in subparagraph (II)B) above. In the event that payments pursuant to this subsection (iiII) would result in the imposition of a penalty tax pursuant to Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (hereinafter collectively referred to as "SECTION 280G"), such payments shall be reduced to the maximum amount which may be paid under SECTION 280G without exceeding such limits.