Common use of Termination and Termination Pay Clause in Contracts

Termination and Termination Pay. The Employee’s employment under this Agreement shall be terminated upon any of the following occurrences: (a) The death of the Employee during the term of this Agreement, in which event the Employee’s estate shall be entitled to receive the compensation due the Employee through the last day of the third calendar month following the month in which Employee’s death shall have occurred. (b) The Board of Directors may terminate the Employee’s employment at any time, but any termination by the Board of Directors other than termination for Just Cause, shall not prejudice the Employee’s right to compensation or other benefits under the Agreement. The Employee shall have no right to receive compensation or other benefits for any period after termination for Just Cause. Termination for “Just Cause” shall include termination because of the Employee’s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of the Agreement. (c) Except as provided pursuant to Section 12 herein, in the event Employee’s employment under this Agreement is terminated by the Board of Directors without Just Cause, The Killbuck Savings Bank Company shall be obligated to continue to pay the Employee the salary provided pursuant to Section 2 herein, up to the date of termination of the Term (including any renewal term) of this Agreement and the cost of Employee obtaining all health, life, disability, and other benefits which the Employee would be eligible to participate in through such date based upon the benefit levels substantially equal to those being provided Employee at the date of termination of employment. Notwithstanding the foregoing, in no event except as provided pursuant to Section 12 herein shall the Employee receive payment of his salary in accordance with Section 2 herein and the cost of applicable benefits for a period of more than twelve months from the date of termination of employment without Just Cause. To receive compensation under this section, employee agrees not to be employed at any financial institution, which maintains offices within Xxxxxx County while receiving such compensation. Such employment will result in employee forfeiting any remaining compensation as described in this section. (d) If the Employee is removed and/or permanently prohibited from participating in the conduct of The Killbuck Savings Bank Company’s affairs by an order issued under Section 8 (e) (4) or 8 (g) (1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818 (e) (4) and (g) (1)), all obligations of The Killbuck Savings Bank Company under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the parties shall not be affected. (e) If The Killbuck Savings Bank Company is in default (as defined in Section 3 (x) (1) of FDIA) all obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (f) All obligations under this Agreement shall be terminated, except as to the extent determined that continuation of this Agreement is necessary for the continued operation of The Killbuck Savings Bank Company (i) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of The Killbuck Savings Bank Company under the authority contained in Section 13 (c) of FDIA; or (ii) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Superintendent of the Division of Financial Institutions, or his designee, approves a supervisory merger to resolve problems related to operation of The Killbuck Savings Bank Company or when The Killbuck Savings Bank Company is determined by the Superintendent of the Division of Financial Institutions to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (g) The voluntary termination by the Employee during the term of this Agreement with the delivery of no less than 60 days written notice to the Board of Directors, other than pursuant to Section 12 (b) in which case the Employee shall be entitled to receive only the compensation, vested rights, and all employee benefits up to the date of such termination. (h) Notwithstanding anything herein to the contrary, any payments made to the Employee pursuant to the Agreement or otherwise, shall be subject to and conditioned upon compliance with 12 USC Sec. 1828 (k) and any regulations promulgated thereunder.

Termination and Termination Pay. The Employee’s employment under this Agreement shall be terminated upon any of the following occurrences: (a) The death of the Employee during the term of this Agreement, in which event the Employee’s estate shall be entitled to receive the compensation due the Employee through the last day of the third calendar month following the month in which Employee’s death shall have occurred. (b) The Board of Directors may terminate the Employee’s employment at any time, but any termination by the Board of Directors other than termination for Just Cause, shall not prejudice the Employee’s right to compensation or other benefits under the Agreement. The Employee shall have no right to receive compensation or other benefits for any period after termination for Just Cause. Termination for “Just Cause” shall include termination because of the Employee’s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of the Agreement. (c) Except as provided pursuant to Section 12 herein, in the event Employee’s employment under this Agreement is terminated by the Board of Directors without Just Cause, The Killbuck Savings Bank Company shall be obligated to continue to pay the Employee the salary provided pursuant to Section 2 herein, up to the date of termination of the Term (including any renewal term) of this Agreement and the cost of Employee obtaining all health, life, disability, and other benefits which the Employee would be eligible to participate in through such date based upon the benefit levels substantially equal to those being provided Employee at the date of termination of employment. Notwithstanding the foregoing, in no event except as provided pursuant to Section 12 herein shall the Employee receive payment of his her salary in accordance with Section 2 herein and the cost of applicable benefits for a period of more than twelve months from the date of termination of employment without Just Cause. To receive compensation under this section, employee agrees not to be employed at any financial institution, which maintains offices within Xxxxxx County while receiving such compensation. Such employment will result in employee forfeiting any remaining compensation as described in this section. (d) If the Employee is removed and/or permanently prohibited from participating in the conduct of The Killbuck Savings Bank Company’s affairs by an order issued under Section 8 (e) (4) or 8 (g) (1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818 (e) (4) and (g) (1)), all obligations of The Killbuck Savings Bank Company under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the parties shall not be affected. (e) If The Killbuck Savings Bank Company is in default (as defined in Section 3 (x) (1) of FDIA) all obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (f) All obligations under this Agreement shall be terminated, except as to the extent determined that continuation of this Agreement is necessary for the continued operation of The Killbuck Savings Bank Company (i) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of The Killbuck Savings Bank Company under the authority contained in Section 13 (c) of FDIA; or (ii) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Superintendent of the Division of Financial Institutions, or his designee, approves a supervisory merger to resolve problems related to operation of The Killbuck Savings Bank Company or when The Killbuck Savings Bank Company is determined by the Superintendent of the Division of Financial Institutions to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (g) The voluntary termination by the Employee during the term of this Agreement with the delivery of no less than 60 days written notice to the Board of Directors, other than pursuant to Section 12 (b) in which case the Employee shall be entitled to receive only the compensation, vested rights, and all employee benefits up to the date of such termination. (h) Notwithstanding anything herein to the contrary, any payments made to the Employee pursuant to the Agreement or otherwise, shall be subject to and conditioned upon compliance with 12 USC Sec. 1828 (k) and any regulations promulgated thereunder.

Termination and Termination Pay. The Employee’s Executive's employment under -------------------------------- this Agreement shall be terminated upon any of the following occurrences: (a) The death of the Employee Executive during the term of this Agreement, in which event the Employee’s Executive's estate shall be entitled to receive the compensation due the Employee Executive through the last day of the third calendar month following the month in which Employee’s Executive's death shall have occurred. (b) The Board of Directors Bank may terminate the Employee’s Executive's employment at any time with or without Just Cause within its sole discretion. This Agreement shall not be deemed to give Executive any right to be retained in the employment or service of the Bank, or to interfere with the right of the Bank to terminate the employment of the Executive at any time, but any termination by the Board of Directors Bank other than termination for Just Cause, shall not prejudice the Employee’s Executive's right to compensation or other benefits under the Agreement. The Employee Executive shall have no right to receive compensation or other benefits for any period after termination for Just Cause. The Bank may within its sole discretion, acting in good faith, terminate the Executive for Just Cause and shall notify such Executive accordingly; provided that any such determination shall not be effective unless it is adopted by an affirmative vote of not less than three-fourths (3/4) of the members of the full Board of Directors at a meeting of the Board called and held for such purpose (after reasonable written notice has been delivered to the Executive of such meeting, the purpose of such meeting and the preliminary basis for such Just Cause termination and an opportunity for such Executive, together with personal counsel, to be heard before the Board on the matter prior to such vote by the Board). Termination for “"Just Cause” " shall include termination because of the Employee’s Executive's personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of the Agreement. (c) Except as provided pursuant to Section 12 herein, in the event Employee’s employment under this Agreement is terminated by the Board of Directors without Just Cause, The Killbuck Savings Bank Company shall be obligated to continue to pay the Employee the salary provided pursuant to Section 2 herein, up to the date of termination of the Term (including any renewal term) of this Agreement and the cost of Employee obtaining all health, life, disability, and other benefits which the Employee would be eligible to participate in through such date based upon the benefit levels substantially equal to those being provided Employee at the date of termination of employment. Notwithstanding the foregoing, in no event except as provided pursuant to Section 12 herein shall the Employee receive payment of his salary in accordance with Section 2 herein and the cost of applicable benefits for a period of more than twelve months from the date of termination of employment without Just Cause. To receive compensation under this section, employee agrees not to be employed at any financial institution, which maintains offices within Xxxxxx County while receiving such compensation. Such employment will result in employee forfeiting any remaining compensation as described in this section. (d) If the Employee is removed and/or permanently prohibited from participating in the conduct of The Killbuck Savings Bank Company’s affairs by an order issued under Section 8 (e) (4) or 8 (g) (1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818 (e) (4) and (g) (1)), all obligations of The Killbuck Savings Bank Company under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the parties shall not be affected. (e) If The Killbuck Savings Bank Company is in default (as defined in Section 3 (x) (1) of FDIA) all obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (f) All obligations under this Agreement shall be terminated, except as to the extent determined that continuation of this Agreement is necessary for the continued operation of The Killbuck Savings Bank Company (i) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of The Killbuck Savings Bank Company under the authority contained in Section 13 (c) of FDIA; or (ii) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Superintendent of the Division of Financial Institutions, or his designee, approves a supervisory merger to resolve problems related to operation of The Killbuck Savings Bank Company or when The Killbuck Savings Bank Company is determined by the Superintendent of the Division of Financial Institutions to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (g) The voluntary termination by the Employee during the term of this Agreement with the delivery of no less than 60 days written notice to the Board of Directors, other than pursuant to Section 12 (b) in which case the Employee shall be entitled to receive only the compensation, vested rights, and all employee benefits up to the date of such termination. (h) Notwithstanding anything herein to the contrary, any payments made to the Employee pursuant to the Agreement or otherwise, shall be subject to and conditioned upon compliance with 12 USC Sec. 1828 (k) and any regulations promulgated thereunder.

Termination and Termination Pay. The Employee’s Executive's employment under -------------------------------- this Agreement shall be terminated upon any of the following occurrences: (a) The death of the Employee Executive during the term of this Agreement, in which event the Employee’s Executive's estate shall be entitled to receive the compensation due the Employee Executive through the last day of the third calendar month following the month in which Employee’s Executive's death shall have occurred. (b) The Board of Directors Bank may terminate the Employee’s Executive's employment at any time with or without Cause within its sole discretion. This Agreement shall not be deemed to give Executive any right to be retained in the employment or service of the Bank, or to interfere with the right of the Bank to terminate the employment of the Executive at any time, but any termination by the Board of Directors Bank other than termination for Just Cause, shall not prejudice the Employee’s Executive's right to compensation or other benefits under the Agreement. The Employee Executive shall have no right to receive compensation or other benefits for any period after termination for Just Cause. The Bank may within its sole discretion, acting in good faith, terminate the Executive for Cause and shall notify such Executive accordingly; provided that any such determination shall not be effective unless it is adopted by an affirmative vote of not less than three-fourths (3/4) of the members of the full Board of Directors at a meeting of the Board called and held for such purpose (after reasonable written notice has been delivered to the Executive of such meeting, the purpose of such meeting and the preliminary basis for such Cause termination and an opportunity for such Executive, together with personal counsel, to be heard before the Board on the matter prior to such vote by the Board). Termination for “Just "Cause” " shall include termination because of the Employee’s Executive's personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of the Agreement. (c) Except as provided pursuant to Section 12 herein, in the event Employee’s employment under this Agreement is terminated by the Board of Directors without Just Cause, The Killbuck Savings Bank Company shall be obligated to continue to pay the Employee the salary provided pursuant to Section 2 herein, up to the date of termination of the Term (including any renewal term) of this Agreement and the cost of Employee obtaining all health, life, disability, and other benefits which the Employee would be eligible to participate in through such date based upon the benefit levels substantially equal to those being provided Employee at the date of termination of employment. Notwithstanding the foregoing, in no event except as provided pursuant to Section 12 herein shall the Employee receive payment of his salary in accordance with Section 2 herein and the cost of applicable benefits for a period of more than twelve months from the date of termination of employment without Just Cause. To receive compensation under this section, employee agrees not to be employed at any financial institution, which maintains offices within Xxxxxx County while receiving such compensation. Such employment will result in employee forfeiting any remaining compensation as described in this section. (d) If the Employee is removed and/or permanently prohibited from participating in the conduct of The Killbuck Savings Bank Company’s affairs by an order issued under Section 8 (e) (4) or 8 (g) (1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818 (e) (4) and (g) (1)), all obligations of The Killbuck Savings Bank Company under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the parties shall not be affected. (e) If The Killbuck Savings Bank Company is in default (as defined in Section 3 (x) (1) of FDIA) all obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (f) All obligations under this Agreement shall be terminated, except as to the extent determined that continuation of this Agreement is necessary for the continued operation of The Killbuck Savings Bank Company (i) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of The Killbuck Savings Bank Company under the authority contained in Section 13 (c) of FDIA; or (ii) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Superintendent of the Division of Financial Institutions, or his designee, approves a supervisory merger to resolve problems related to operation of The Killbuck Savings Bank Company or when The Killbuck Savings Bank Company is determined by the Superintendent of the Division of Financial Institutions to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (g) The voluntary termination by the Employee during the term of this Agreement with the delivery of no less than 60 days written notice to the Board of Directors, other than pursuant to Section 12 (b) in which case the Employee shall be entitled to receive only the compensation, vested rights, and all employee benefits up to the date of such termination. (h) Notwithstanding anything herein to the contrary, any payments made to the Employee pursuant to the Agreement or otherwise, shall be subject to and conditioned upon compliance with 12 USC Sec. 1828 (k) and any regulations promulgated thereunder.

Termination and Termination Pay. The EmployeeExecutive’s employment under this Agreement shall be terminated upon any of the following occurrences: (a) The death of the Employee Executive during the term of this Agreement, in which event the EmployeeExecutive’s estate shall be entitled to receive the compensation due the Employee Executive through the last day of the third calendar month following the month in which EmployeeExecutive’s death shall have occurred. (b) The Bank’s Board of Directors may terminate the EmployeeExecutive’s employment at any time, but any termination by the Bank’s Board of Directors other than termination for Just Cause, Cause shall not prejudice the EmployeeExecutive’s right to compensation or other benefits under the Agreement. The Employee Executive shall have no right to receive compensation or other benefits for any period after termination for Just Cause. Termination for “Just Cause” shall include termination because of the EmployeeExecutive’s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of the Agreement. The Bank’s Board of Directors may within its sole discretion, acting in good faith, terminate the Executive for Cause and shall notify such Executive accordingly; provided that any such determination shall not be effective unless it is adopted by an affirmative vote of not less than a majority of the members of the full Board of Directors at a meeting of the Board called and held for such purpose (after reasonable written notice has been delivered to the Executive of such meeting, the purpose of such meeting and the preliminary basis for such Cause termination and an opportunity for such Executive, together with personal counsel, to be heard before the Board on the matter prior to such vote by the Board). (c) Except as provided pursuant to Section 12 herein9 hereof, in the event EmployeeExecutive’s employment under this Agreement is terminated by the Board of Directors Bank without Just Cause, The Killbuck Savings the Bank Company shall be obligated to continue to pay the Employee Executive the salary provided pursuant to Section 2 3(a) herein, up to the date of termination of the remaining Term (including any renewal term) of this Agreement Agreement, and the cost of Employee Executive obtaining all health, life, disability, and other benefits which the Employee Executive would be eligible to participate in through such date based upon the benefit levels substantially equal to those being provided Employee Executive at the date of termination of employment. Notwithstanding The provisions of this Section 6(c) shall survive the foregoing, in no event except as provided pursuant to Section 12 herein shall the Employee receive payment expiration of his salary in accordance with Section 2 herein and the cost of applicable benefits for a period of more than twelve months from the date of termination of employment without Just Cause. To receive compensation under this section, employee agrees not to be employed at any financial institution, which maintains offices within Xxxxxx County while receiving such compensation. Such employment will result in employee forfeiting any remaining compensation as described in this sectionAgreement. (d) If the Employee is removed and/or permanently prohibited from participating in the conduct of The Killbuck Savings Bank Company’s affairs by an order issued under Section 8 (e) (4) or 8 (g) (1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818 (e) (4) and (g) (1)), all obligations of The Killbuck Savings Bank Company under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the parties shall not be affected. (e) If The Killbuck Savings Bank Company is in default (as defined in Section 3 (x) (1) of FDIA) all obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (f) All obligations under this Agreement shall be terminated, except as to the extent determined that continuation of this Agreement is necessary for the continued operation of The Killbuck Savings Bank Company (i) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of The Killbuck Savings Bank Company under the authority contained in Section 13 (c) of FDIA; or (ii) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Superintendent of the Division of Financial Institutions, or his designee, approves a supervisory merger to resolve problems related to operation of The Killbuck Savings Bank Company or when The Killbuck Savings Bank Company is determined by the Superintendent of the Division of Financial Institutions to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (g) The voluntary termination by the Employee Executive during the term of this Agreement with the delivery of no less than 60 days written notice to the Board of Directors, other than pursuant to Section 12 (b) 9(b), in which case the Employee Executive shall be entitled to receive only the compensation, vested rights, and all employee benefits up to the date of such termination. (h) Notwithstanding anything herein to the contrary, any payments made to the Employee pursuant to the Agreement or otherwise, shall be subject to and conditioned upon compliance with 12 USC Sec. 1828 (k) and any regulations promulgated thereunder.

Termination and Termination Pay. (a) The EmployeeOfficer’s employment under this Agreement shall be terminated upon any of the following occurrences: (a) The death of the Employee Officer during the term of this Agreement, in which event event, the EmployeeOfficer’s estate shall be entitled to receive the compensation due the Employee Officer through the last day of the third calendar month following the month in which Employeethe Officer’s death shall have occurredoccurred and for a period of one month thereafter. (b) The Board Officer’s employment under this Agreement may be terminated at any time by the Officer upon 60 days’ written notice to the Bank. Upon such termination, the Officer shall be entitled to receive compensation through the effective date of Directors such termination. (c) The Bank may terminate the EmployeeOfficer’s employment at any time, but any termination by the Board of Directors Bank, other than termination for Just Cause, shall not prejudice the EmployeeOfficer’s right to compensation or other benefits under the this Agreement. The Employee Bank shall provide written notice specifying the grounds for termination for Cause. The Officer shall have no right to receive compensation or other benefits for any period after termination for Just Cause. Termination for “Just Cause” Cause shall include termination because of the EmployeeOfficer’s personal dishonesty, incompetencedishonesty or moral turpitude, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule rule, or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of this Agreement. Notwithstanding such termination, the Agreementobligations under Paragraph 6(c) shall survive any termination of employment. (cd) Except as provided pursuant Subject to Section 12 hereinthe Bank’s obligations and the Officer’s rights under (i) Title I of the Americans with Dxxxxxxxxxxx Xxx, in §000 of the event EmployeeRehabilitation Act, and the Family and Medical Leave Act, and to (ii) the vacation leave, disability leave, sick leave and any other leave policies of the Bank, the Officer’s employment under this Agreement is terminated by the Board of Directors without Just Cause, The Killbuck Savings Bank Company automatically shall be obligated to continue to pay the Employee the salary provided pursuant to Section 2 herein, up to the date of termination of the Term (including any renewal term) of this Agreement and the cost of Employee obtaining all health, life, disability, and other benefits which the Employee would be eligible to participate in through such date based upon the benefit levels substantially equal to those being provided Employee at the date of termination of employment. Notwithstanding the foregoing, in no event except as provided pursuant to Section 12 herein shall the Employee receive payment of his salary in accordance with Section 2 herein and the cost of applicable benefits for a period of more than twelve months from the date of termination of employment without Just Cause. To receive compensation under this section, employee agrees not to be employed at any financial institution, which maintains offices within Xxxxxx County while receiving such compensation. Such employment will result in employee forfeiting any remaining compensation as described in this section. (d) If the Employee is removed and/or permanently prohibited from participating terminated in the conduct of The Killbuck Savings Bank Company’s affairs by an order issued under Section 8 (e) (4) or 8 (g) (1) of event the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818 (e) (4) and (g) (1)), all obligations of The Killbuck Savings Bank Company under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the parties shall not be affected. (e) If The Killbuck Savings Bank Company is in default (as defined in Section 3 (x) (1) of FDIA) all obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (f) All obligations under this Agreement shall be terminated, except as to the extent determined that continuation of this Agreement is necessary for the continued operation of The Killbuck Savings Bank Company (i) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of The Killbuck Savings Bank Company under the authority contained in Section 13 (c) of FDIA; or (ii) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Superintendent of the Division of Financial Institutions, or his designee, approves a supervisory merger to resolve problems related to operation of The Killbuck Savings Bank Company or when The Killbuck Savings Bank Company is determined by the Superintendent of the Division of Financial Institutions to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (g) The voluntary termination by the Employee Officer becomes disabled during the term of this Agreement with and it is determined by the delivery Bank that the Officer is unable to perform the essential functions of no less than 60 the Officer’s job under this Agreement for ninety (90) business days written notice to or more during any 12-month period. Upon any such termination, the Board of Directors, other than pursuant to Section 12 (b) in which case the Employee Officer shall be entitled to receive only any compensation the compensation, vested rights, and all employee benefits up Officer shall have earned prior to the date of such termination. (h) Notwithstanding anything herein termination but which remains unpaid, and shall be entitled to any payments provided under any disability income plan of the Bank which is applicable to the contrary, Officer. In the event of any payments made disagreement between the Officer and the Bank as to whether the Employee Officer is physically or mentally incapacitated such as will result in the termination of the Officer’s employment pursuant to this Paragraph 8(d), the Agreement or otherwise, question of such incapacity shall be subject submitted to an impartial physician licensed to practice medicine in North Carolina for determination and conditioned upon compliance with 12 USC Secwho will be selected by mutual agreement of the Officer and the Bank, or failing such agreement, by two (2) physicians (one (1) of whom shall be selected by the Bank and the other by the Officer), and such determination of the question of such incapacity by such physician or physicians shall be final and binding on the Officer and the Bank. 1828 (k) The Bank shall pay the reasonable fees and expenses of such physician or physicians in making any regulations promulgated thereunderdetermination required under this Paragraph 8(d).

Termination and Termination Pay. The EmployeeExecutive’s employment under this Agreement shall be terminated upon any of the following occurrences: (a) The death of the Employee Executive during the term of this Agreement, in which event the EmployeeExecutive’s estate shall be entitled to receive the compensation due the Employee Executive through the last day of the third calendar month following the month in which Employeethe Executive’s death shall have occurred. (b) The Board of Directors may terminate the EmployeeExecutive’s employment at any time, but any termination by the Board of Directors other than termination for Just Cause, shall not prejudice the EmployeeExecutive’s right to compensation or other benefits under the Agreement. The Employee Executive shall have no right to receive compensation or other benefits for any period after termination for Just Cause. The Board of Directors may within its sole discretion, acting in good faith, terminate the Executive for Just Cause and shall notify the Executive accordingly. Termination for “Just Cause” shall include termination because of the EmployeeExecutive’s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of the Agreement. (c) Except as provided pursuant to Section 12 herein9 hereof, in the event Employeethe Executive’s employment under this Agreement is terminated by the Board of Directors without Just Cause, The Killbuck Savings Bank Company the Corporation shall be obligated to continue to pay the Employee Executive the base salary provided pursuant to Section 2 3(a) herein, up to the date of termination the end of the then remaining Term (including any renewal term) of this Agreement Agreement, but in no event for a period of less than twelve months, and the cost of Employee the Executive obtaining all health, life, disability, and other benefits which the Employee Executive would be eligible to participate in through such that date based upon the benefit levels substantially equal to those being provided Employee the Executive at the date of termination of employment. . (d) Notwithstanding the foregoing, in the event the Executive is a “Specified Employee” (as defined herein) no event except as payment shall be made to the Executive under sub-section 6(c) prior to the first day of the seventh month following the Executive’s termination of employment in excess of the “permitted amount” under Section 409A of the Code. For these purposes the “permitted amount” shall be an amount that does not exceed two times the lesser of: (A) the sum of the Executive’s annualized compensation based upon the annual rate of pay for services provided to the Corporation for the calendar year preceding the year in which the Executive terminates his employment, or (B) the maximum amount that may be taken into account under a tax-qualified plan pursuant to Section 12 herein shall 401(a)(17) of the Employee receive payment Internal Revenue Code of his salary 1986, as amended (the “Code”) for the calendar year in accordance with Section 2 herein and the cost of applicable benefits for a period of more than twelve months from the date of which termination of employment without Just Causeoccurs. To receive compensation under this section, The payment of the “permitted amount” shall be made within sixty (60) days of the occurrence of the event of termination. Any payment in excess of the permitted amount shall be made to the Executive on the first day of the seventh month following the event of termination. “Specified Employee” shall be interpreted to comply with Section 409A of the Code and shall mean a key employee agrees not to be employed at any financial institution, which maintains offices within Xxxxxx County while receiving such compensation. Such employment will result in employee forfeiting any remaining compensation as described in this section. (d) If the Employee is removed and/or permanently prohibited from participating in the conduct meaning of The Killbuck Savings Bank Company’s affairs by an order issued under Section 8 (e) (4) or 8 (g) (1416(i) of the Federal Deposit Insurance Act Code (“FDIA”) (12 U.S.C. 1818 (e) (4) and (g) (1)without regard to paragraph 5 thereof), all obligations of The Killbuck Savings Bank Company under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the parties shall not be affected. (e) If The Killbuck Savings Bank Company is in default (as defined in Section 3 (x) (1) of FDIA) all obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (f) All obligations under this Agreement an individual shall be terminated, except as to a “Specified Employee” only if the extent determined that continuation of this Agreement Corporation is necessary for the continued operation of The Killbuck Savings Bank Company (i) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) a publicly-traded institution or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf subsidiary of The Killbuck Savings Bank Company under the authority contained in Section 13 (c) of FDIA; or (ii) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Superintendent of the Division of Financial Institutions, or his designee, approves a supervisory merger to resolve problems related to operation of The Killbuck Savings Bank Company or when The Killbuck Savings Bank Company is determined by the Superintendent of the Division of Financial Institutions to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such actionpublicly-traded holding company. (g) The voluntary termination by the Employee during the term of this Agreement with the delivery of no less than 60 days written notice to the Board of Directors, other than pursuant to Section 12 (b) in which case the Employee shall be entitled to receive only the compensation, vested rights, and all employee benefits up to the date of such termination. (h) Notwithstanding anything herein to the contrary, any payments made to the Employee pursuant to the Agreement or otherwise, shall be subject to and conditioned upon compliance with 12 USC Sec. 1828 (k) and any regulations promulgated thereunder.

Termination and Termination Pay. The (a) Employee’s employment under this Agreement may be terminated at any time by Employee upon sixty (60) days prior written notice to the Bank. Upon such termination, Employee shall be entitled to receive compensation through the effective date of such termination; provided, however, that the Bank, in its sole discretion, may elect for Employee not to serve out part or all of said notice period. (b) Employee’s employment under this Agreement shall be automatically terminated upon any of the following occurrences: (a) The death of the Employee during the term Term of this AgreementAgreement on the date of his death. Upon any such termination, in which event the Employee’s estate shall be entitled to receive the any compensation due the to Employee computed through the last day of the third calendar month following the month in which Employee’s his death shall have occurred. (b) The Board of Directors may terminate the Employee’s employment at any time, occurred but any termination by the Board of Directors other than termination for Just Cause, shall not prejudice the Employee’s right to compensation or other benefits under the Agreement. The Employee shall have no right to receive compensation or other benefits for any period after termination for Just Cause. Termination for “Just Cause” shall include termination because of the Employee’s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of the Agreementwhich remains unpaid. (c) Except as provided pursuant to Section 12 herein, in the event Employee’s employment under this Agreement is terminated by the Board of Directors without Just Cause, The Killbuck Savings Bank Company shall be obligated to continue to pay automatically terminated in the event of the “Disability” of Employee. For purposes of this Agreement, the term “Disability” shall mean the Employee is unable to perform the essential functions of his job by reason of illness, physical or mental disability or other incapacity, with or without a reasonable accommodation for more than ninety (90) days (which need not be consecutive) within any twelve (12) month period; provided, however, nothing herein shall give the Bank the right to terminate Employee prior to discharging its obligations to Employee, if any, under the Family and Medical Leave Act, the Americans with Disabilities Act, or any other applicable law. Upon any such termination, Employee has no further rights to receive payments for compensation or benefits under this Agreement, with the exception of any vested benefits of Employee under any employee benefits plan of the Bank or the Company and payment for any accrued, unpaid salary provided pursuant to Section 2 herein, up to through the date of termination of the Term (including any renewal term) of this Agreement and the cost of Employee obtaining all health, life, disability, and other benefits which the Employee would be eligible to participate in through such date based upon the benefit levels substantially equal to those being provided Employee at the date of termination of employment. Notwithstanding the foregoing, in no event except as provided pursuant to Section 12 herein shall the Employee receive payment of his salary in accordance with Section 2 herein and the cost of applicable benefits for a period of more than twelve months from the date of termination of employment without Just Cause. To receive compensation under this section, employee agrees not to be employed at any financial institution, which maintains offices within Xxxxxx County while receiving such compensation. Such employment will result in employee forfeiting any remaining compensation as described in this section. (d) If the Employee is removed and/or permanently prohibited from participating in the conduct of The Killbuck Savings Bank Company’s affairs by an order issued under Section 8 (e) (4) or 8 (g) (1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818 (e) (4) and (g) (1)), all obligations of The Killbuck Savings Bank Company under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the parties shall not be affected. (e) If The Killbuck Savings Bank Company is in default (as defined in Section 3 (x) (1) of FDIA) all obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (f) All obligations under this Agreement shall be terminated, except as to the extent determined that continuation of this Agreement is necessary for the continued operation of The Killbuck Savings Bank Company (i) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of The Killbuck Savings Bank Company under the authority contained in Section 13 (c) of FDIA; or (ii) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Superintendent of the Division of Financial Institutions, or his designee, approves a supervisory merger to resolve problems related to operation of The Killbuck Savings Bank Company or when The Killbuck Savings Bank Company is determined by the Superintendent of the Division of Financial Institutions to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (g) The voluntary termination by the Employee during the term of this Agreement with the delivery of no less than 60 days written notice to the Board of Directors, other than pursuant to Section 12 (b) in which case the Employee shall be entitled to receive only the compensation, vested rights, and all employee benefits up to the date of such termination. (h) Notwithstanding anything herein to the contrary, any payments made to the Employee pursuant to the Agreement or otherwise, shall be subject to and conditioned upon compliance with 12 USC Sec. 1828 (k) and any regulations promulgated thereunder.

Termination and Termination Pay. The Employee’s 's employment under this Agreement shall be terminated upon any of the following occurrences: (a) The death of the Employee during the term of this Agreement, in which event the Employee’s 's estate shall be entitled to receive the compensation due the Employee through the last day of the third calendar month following the month in which Employee’s 's death shall have occurred. (b) The Board of Directors may terminate the Employee’s 's employment at any time, but any termination by the Board of Directors other than termination for Just Cause, shall not prejudice the Employee’s 's right to compensation or other benefits under the Agreement. The Employee shall have no right to receive compensation or other benefits for any period after termination for Just Cause. Termination for “"Just Cause” " shall include termination because of the Employee’s 's personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of the Agreement. (c) Except as provided pursuant to Section 12 herein, in the event Employee’s 's employment under this Agreement is terminated by the Board of Directors without Just Cause, The Killbuck Savings the Bank Company shall be obligated to continue to pay the Employee the salary provided pursuant to Section 2 herein, up to the date of termination of the Term term (including any renewal term) of this Agreement and the cost of Employee obtaining all health, life, disability, and other benefits which the Employee would be eligible to participate in through such date based upon the benefit levels substantially equal to those being provided Employee at the date of termination of employment. Notwithstanding the foregoing, in no event except as provided pursuant to Section 12 herein shall the Employee receive payment of his salary in accordance with Section 2 herein and the cost of applicable benefits for a period of more than twelve months from the date of termination of employment without Just Cause. To receive compensation under this section, employee agrees not to be employed at any financial institution, which maintains offices within Xxxxxx County while receiving such compensation. Such employment will result in employee forfeiting any remaining compensation as described in this section. (d) If the Employee is removed and/or permanently prohibited from participating in the conduct of The Killbuck Savings Bank Company’s the Bank's affairs by an order issued under Section 8 (e) (4Sections 8(e)(4) or 8 (g) (18(g)(1) of the Federal Deposit Insurance Act (“"FDIA”") (12 U.S.C. 1818 (e) (41818(e)(4) and (g) (1g)(1)), all obligations of The Killbuck Savings the Bank Company under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the parties shall not be affected. (e) If The Killbuck Savings the Bank Company is in default (as defined in Section 3 (x) (13(x)(1) of FDIA) all obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (f) All obligations under this Agreement shall be terminated, except as to the extent determined that continuation of this Agreement is necessary for the continued operation of The Killbuck Savings Bank Company the Bank: (i) by the Superintendent Director of the Division Office of Financial InstitutionsThrift Supervision ("Director of OTS"), or his or her designee, at the time that the Federal Deposit Insurance Corporation (“"FDIC”") or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of The Killbuck Savings the Bank Company under the authority contained in Section 13 (c13(c) of FDIA; or (ii) by the Superintendent Director of the Division of Financial InstitutionsOTS, or his or her designee, at the time that the Superintendent Director of the Division of Financial InstitutionsOTS, or his designee, or her designee approves a supervisory merger to resolve problems related to operation of The Killbuck Savings the Bank Company or when The Killbuck Savings the Bank Company is determined by the Superintendent Director of the Division of Financial Institutions OTS to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (g) The voluntary termination by the Employee during the term of this Agreement with the delivery of no less than 60 days written notice to the Board of Directors, other than pursuant to Section 12 (b) 12(b), in which case the Employee shall be entitled to receive only the compensation, vested rights, and all employee benefits up to the date of such termination. (h) Notwithstanding anything herein to the contrary, any payments made to the Employee pursuant to the Agreement Agreement, or otherwise, shall be subject to and conditioned upon compliance with 12 USC Sec. 1828 (kss.1828(k) and any regulations promulgated thereunder.

Termination and Termination Pay. The Employee’s employment under this This Agreement shall be terminated upon any of the following occurrences: (a) The death of the Employee during the term of this Agreement, in which event the Employee’s estate shall be entitled to receive the compensation due the Employee through the last day of the third calendar month following the month in which Employee’s death shall have occurred. (b) The Board Upon the Termination of Directors may terminate the Employee’s employment at any time, but any termination by the Board of Directors other than termination for Just Cause, shall not prejudice the Employee’s right to compensation or other benefits under the Agreement. The Employee shall have no right to receive compensation or other benefits for any period after termination for Just Cause. Termination for “Just Cause” shall include termination because Employment of the Employee’s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure Employee prior to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offensesChange in Control referred to at Section 8(a) or final cease-and-desist order, or material breach of any provision of the Agreementherein. (c) Except as provided pursuant to Section 12 herein, in the event Employee’s employment under this Agreement is terminated by the Board of Directors without Just Cause, The Killbuck Savings Bank Company shall be obligated to continue to pay the Employee the salary provided pursuant to Section 2 herein, up to the date of termination of the Term (including any renewal term) of this Agreement and the cost of Employee obtaining all health, life, disability, and other benefits which the Employee would be eligible to participate in through such date based upon the benefit levels substantially equal to those being provided Employee at the date of termination of employment. Notwithstanding the foregoing, in no event except as provided pursuant to Section 12 herein shall the Employee receive payment of his salary in accordance with Section 2 herein and the cost of applicable benefits for a period of more than twelve months from the date of termination of employment without Just Cause. To receive compensation under this section, employee agrees not to be employed at any financial institution, which maintains offices within Xxxxxx County while receiving such compensation. Such employment will result in employee forfeiting any remaining compensation as described in this section. (d) If the Employee is removed and/or permanently prohibited from participating in the conduct of The Killbuck Savings Bank Companythe Bank’s affairs by an order issued under Section 8 (e) (4Sections 8(e)(4) or 8 (g) (18(g)(1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818 (e) (41818(e)(4) and (g) (1g)(1)), all obligations of The Killbuck Savings the Bank Company under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the parties shall not be affected. (ed) If The Killbuck Savings the Bank Company is in default (as defined in Section 3 (x) (13(x)(1) of FDIA) all obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (fe) All obligations under this Agreement shall be terminated, except as to the extent determined that continuation of this Agreement is necessary for the continued operation of The Killbuck Savings Bank Company the Bank: (i) by the Superintendent Director of the Division Office of Financial InstitutionsThrift Supervision (“Director of OTS”), or his or her designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of The Killbuck Savings the Bank Company under the authority contained in Section 13 (c13(c) of FDIA; or (ii) by the Superintendent Director of the Division of Financial InstitutionsOTS, or his or her designee, at the time that the Superintendent Director of the Division of Financial InstitutionsOTS, or his designee, or her designee approves a supervisory merger to resolve problems related to operation of The Killbuck Savings the Bank Company or when The Killbuck Savings the Bank Company is determined by the Superintendent Director of the Division of Financial Institutions OTS to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (gf) The voluntary termination Termination of Employment by the Employee during the term of this Agreement with the delivery of no less than 60 days written notice to the Board of DirectorsAgreement, other than pursuant to Section 12 (b) 8(b), in which case the Employee shall be entitled to receive only the compensation, vested rights, and all employee benefits up to the date of such termination. (hg) Notwithstanding anything herein to the contrary, any payments made to the Employee pursuant to the Agreement Agreement, or otherwise, shall be subject to and conditioned upon compliance with 12 USC Sec. 1828 (kSection 1828(k) and any regulations promulgated thereunder.

Termination and Termination Pay. The EmployeeExecutive’s employment under this Agreement shall be terminated upon any of the following occurrences: (a) The death of the Employee Executive during the term of this Agreement, in which event the EmployeeExecutive’s estate shall be entitled to receive the compensation due the Employee Executive through the last day of the third calendar month following the month in which EmployeeExecutive’s death shall have occurred. (b) The Company’s Board of Directors may terminate the EmployeeExecutive’s employment at any time, but any termination by the Company’s Board of Directors other than termination for Just Cause, Cause shall not prejudice the EmployeeExecutive’s right to compensation or other benefits under the Agreement. The Employee Executive shall have no right to receive compensation or other benefits for any period after termination for Just Cause. Termination for “Just Cause” shall include termination because of the EmployeeExecutive’s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of the Agreement. The Company’s Board of Directors may within its sole discretion, acting in good faith, terminate the Executive for Cause and shall notify such Executive accordingly; provided that any such determination shall not be effective unless it is adopted by an affirmative vote of not less than a majority of the members of the full Board of Directors at a meeting of the Board called and held for such purpose (after reasonable written notice has been delivered to the Executive of such meeting, the purpose of such meeting and the preliminary basis for such Cause termination and an opportunity for such Executive, together with personal counsel, to be heard before the Board on the matter prior to such vote by the Board). (c) Except as provided pursuant to Section 12 herein9 hereof, in the event EmployeeExecutive’s employment under this Agreement is terminated by the Board of Directors Company without Just Cause, The Killbuck Savings Bank the Company shall be obligated to continue to pay the Employee Executive the salary provided pursuant to Section 2 3(a) herein, up to the date of termination of the remaining Term (including any renewal term) of this Agreement and the cost of Employee Executive obtaining all health, life, disability, and other benefits which the Employee Executive would be eligible to participate in through such date based upon the benefit levels substantially equal to those being provided Employee Executive at the date of termination of employment. Notwithstanding The provisions of this Section 6(c) shall survive the foregoing, in no event except as provided pursuant to Section 12 herein shall the Employee receive payment expiration of his salary in accordance with Section 2 herein and the cost of applicable benefits for a period of more than twelve months from the date of termination of employment without Just Cause. To receive compensation under this section, employee agrees not to be employed at any financial institution, which maintains offices within Xxxxxx County while receiving such compensation. Such employment will result in employee forfeiting any remaining compensation as described in this sectionAgreement. (d) If the Employee is removed and/or permanently prohibited from participating in the conduct of The Killbuck Savings Bank Company’s affairs by an order issued under Section 8 (e) (4) or 8 (g) (1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818 (e) (4) and (g) (1)), all obligations of The Killbuck Savings Bank Company under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the parties shall not be affected. (e) If The Killbuck Savings Bank Company is in default (as defined in Section 3 (x) (1) of FDIA) all obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (f) All obligations under this Agreement shall be terminated, except as to the extent determined that continuation of this Agreement is necessary for the continued operation of The Killbuck Savings Bank Company (i) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of The Killbuck Savings Bank Company under the authority contained in Section 13 (c) of FDIA; or (ii) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Superintendent of the Division of Financial Institutions, or his designee, approves a supervisory merger to resolve problems related to operation of The Killbuck Savings Bank Company or when The Killbuck Savings Bank Company is determined by the Superintendent of the Division of Financial Institutions to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (g) The voluntary termination by the Employee Executive during the term of this Agreement with the delivery of no less than 60 days written notice to the Board of Directors, other than pursuant to Section 12 (b) 9(b), in which case the Employee Executive shall be entitled to receive only the compensation, vested rights, and all employee benefits up to the date of such termination. (h) Notwithstanding anything herein to the contrary, any payments made to the Employee pursuant to the Agreement or otherwise, shall be subject to and conditioned upon compliance with 12 USC Sec. 1828 (k) and any regulations promulgated thereunder.

Termination and Termination Pay. The EmployeeExecutive’s employment under this Agreement shall be terminated upon any of the following occurrences: (a) The death of the Employee Executive during the term of this Agreement, in which event the EmployeeExecutive’s estate shall be entitled to receive the compensation due the Employee Executive through the last day of the third calendar month following the month in which EmployeeExecutive’s death shall have occurred. (b) The Bank’s Board of Directors may terminate the EmployeeExecutive’s employment at any time, but any termination by the Bank’s Board of Directors other than termination for Just Cause, Cause shall not prejudice the EmployeeExecutive’s right to compensation or other benefits under the Agreement. The Employee Executive shall have no right to receive compensation or other benefits for any period after termination for Just Cause. Termination for “Just Cause” shall include termination because of the EmployeeExecutive’s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of the Agreement. The Bank’s Board of Directors may within its sole discretion, acting in good faith, terminate the Executive for Cause and shall notify such Executive accordingly. (c) Except as provided pursuant to Section 12 herein9 hereof, in the event EmployeeExecutive’s employment under this Agreement is terminated by the Board of Directors Bank without Just Cause, The Killbuck Savings the Bank Company shall be obligated to continue to pay the Employee Executive the salary provided pursuant to Section 2 3(a) herein, up to the date of termination of the remaining Term (including any renewal term) of this Agreement Agreement, and the cost of Employee Executive obtaining all health, life, disability, and other benefits which the Employee Executive would be eligible to participate in through such date based upon the benefit levels substantially equal to those being provided Employee Executive at the date of termination of employment. Notwithstanding The provisions of this Section 6(c) shall survive the foregoing, in no event except as provided pursuant to Section 12 herein shall the Employee receive payment expiration of his salary in accordance with Section 2 herein and the cost of applicable benefits for a period of more than twelve months from the date of termination of employment without Just Cause. To receive compensation under this section, employee agrees not to be employed at any financial institution, which maintains offices within Xxxxxx County while receiving such compensation. Such employment will result in employee forfeiting any remaining compensation as described in this sectionAgreement. (d) If the Employee is removed and/or permanently prohibited from participating in the conduct of The Killbuck Savings Bank Company’s affairs by an order issued under Section 8 (e) (4) or 8 (g) (1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818 (e) (4) and (g) (1)), all obligations of The Killbuck Savings Bank Company under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the parties shall not be affected. (e) If The Killbuck Savings Bank Company is in default (as defined in Section 3 (x) (1) of FDIA) all obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (f) All obligations under this Agreement shall be terminated, except as to the extent determined that continuation of this Agreement is necessary for the continued operation of The Killbuck Savings Bank Company (i) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of The Killbuck Savings Bank Company under the authority contained in Section 13 (c) of FDIA; or (ii) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Superintendent of the Division of Financial Institutions, or his designee, approves a supervisory merger to resolve problems related to operation of The Killbuck Savings Bank Company or when The Killbuck Savings Bank Company is determined by the Superintendent of the Division of Financial Institutions to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (g) The voluntary termination by the Employee Executive during the term of this Agreement with the delivery of no less than 60 days written notice to the Board of Directors, other than pursuant to Section 12 (b) 9(b), in which case the Employee Executive shall be entitled to receive only the compensation, vested rights, and all employee benefits up to the date of such termination. (h) Notwithstanding anything herein to the contrary, any payments made to the Employee pursuant to the Agreement or otherwise, shall be subject to and conditioned upon compliance with 12 USC Sec. 1828 (k) and any regulations promulgated thereunder.

Termination and Termination Pay. The Employee’s 's employment under this Agreement shall be terminated upon any of the following occurrences: (a) The death of the Employee during the term Term of this Agreement, in which event the Employee’s 's estate shall be entitled to receive the compensation due the Employee through the last day of the third calendar month following the month in which Employee’s 's death shall have occurred. (b) The Board of Directors Bank may terminate the Employee’s 's employment at any time with or without Just Cause within its sole discretion. This Agreement shall not be deemed to give Employee any right to be retained in the employment or service of the Bank, or to interfere with the right of the Bank to terminate the employment of the Employee at any time, but any termination by the Board of Directors Bank other than termination for Just Cause, shall not prejudice the Employee’s 's right to compensation or other benefits detailed under the Agreement. The Employee shall have no right to receive compensation or other benefits for any period after termination for Just Cause. The Bank may within its sole discretion, acting in good faith, terminate the Employee for Just Cause and shall notify such Employee accordingly. Termination for “"Just Cause” " shall include termination because of the Employee’s 's personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of the Agreement. (c) Except as provided pursuant to Section 12 herein, in the event of the Employee’s employment under this Agreement is terminated 's Termination of Employment by the Board of Directors Bank without Just CauseCause during the Term of this Agreement, The Killbuck Savings the Bank Company shall be obligated to continue to pay the Employee the salary provided pursuant to Section 2 herein, up to the date of termination of the remaining Term (including any renewal term) of this Agreement Agreement, but in no event for a period of less than twelve months, and the cost of Employee obtaining all health, life, disability, and other benefits which the Employee would be eligible to participate in through such date based upon the benefit levels substantially equal to those being provided Employee at the date of termination Termination of employmentEmployment. Notwithstanding The provisions of this Section 9(c) shall survive the foregoing, in no event except as provided pursuant to Section 12 herein shall the Employee receive payment expiration of his salary in accordance with Section 2 herein and the cost of applicable benefits for a period of more than twelve months from the date of termination of employment without Just Cause. To receive compensation under this section, employee agrees not to be employed at any financial institution, which maintains offices within Xxxxxx County while receiving such compensation. Such employment will result in employee forfeiting any remaining compensation as described in this sectionAgreement. (d) If the Employee is removed and/or permanently prohibited from participating in the conduct of The Killbuck Savings Bank Company’s affairs by an order issued under Section 8 (e) (4) or 8 (g) (1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818 (e) (4) and (g) (1)), all obligations of The Killbuck Savings Bank Company under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the parties shall not be affected. (e) If The Killbuck Savings Bank Company is in default (as defined in Section 3 (x) (1) of FDIA) all obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (f) All obligations under this Agreement shall be terminated, except as to the extent determined that continuation of this Agreement is necessary for the continued operation of The Killbuck Savings Bank Company (i) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of The Killbuck Savings Bank Company under the authority contained in Section 13 (c) of FDIA; or (ii) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Superintendent of the Division of Financial Institutions, or his designee, approves a supervisory merger to resolve problems related to operation of The Killbuck Savings Bank Company or when The Killbuck Savings Bank Company is determined by the Superintendent of the Division of Financial Institutions to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (g) The voluntary termination Termination of Employment by the Employee during the term Term of this Agreement with the delivery of no less than 60 days written notice to the Board of Directors, other than pursuant to Section 12 (b) 12(b), in which case the Employee shall be entitled to receive only the compensation, vested rights, and all employee benefits up to the date of such termination. (h) Notwithstanding anything herein to the contrary, any payments made to the Employee pursuant to the Agreement or otherwise, shall be subject to and conditioned upon compliance with 12 USC Sec. 1828 (k) and any regulations promulgated thereunder.

Termination and Termination Pay. The Employee’s employment under this Agreement shall be terminated upon any of the following occurrences: (a) The death of the Employee during the term of this Agreement, in which event the Employee’s estate shall be entitled to receive the compensation due the Employee through the last day of the third calendar month following the month in which Employee’s death shall have occurred. (b) The Board of Directors Bank may terminate the Employee’s employment at any time with or without Just Cause within its sole discretion. This Agreement shall not be deemed to give Employee any right to be retained in the employment or service of the Bank, or to interfere with the right of the Bank to terminate the employment of the Employee at any time, but any termination by the Board of Directors Bank other than termination for Just Cause, shall not prejudice the Employee’s right to compensation or other benefits under the Agreement. The Employee shall have no right to receive compensation or other benefits for any period after termination for Just Cause. The Bank may within its sole discretion, acting in good faith, terminate the Employee for Just Cause and shall notify such Employee accordingly. Termination for “Just Cause” shall include termination because of the Employee’s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of the Agreement. (c) Except as provided pursuant to Section 12 herein, in the event Employee’s employment under this Agreement is terminated by the Board of Directors without Just Cause, The Killbuck Savings the Bank Company shall be obligated to continue to pay the Employee the salary provided pursuant to Section 2 herein, up to herein for the date of termination remainder of the Term of the Agreement as provided at Section 5, herein, but in no event for a period of less than six (including any renewal term6) of this Agreement months thereafter, and the cost of Employee obtaining all health, life, disability, and other benefits which the Employee would be was eligible to participate in through as of the last date of employment for a period of 120 days from the date of such date termination of employment based upon the benefit levels substantially equal to those being provided Employee at the date of termination of employment. Notwithstanding the foregoing, in no event except as provided pursuant to Section 12 herein shall the Employee receive payment of his salary in accordance with Section 2 herein and the cost of applicable benefits for a period of more than twelve months from the date of termination of employment without Just Cause. To receive compensation under this section, employee agrees not to be employed at any financial institution, which maintains offices within Xxxxxx County while receiving such compensation. Such employment will result in employee forfeiting any remaining compensation as described in this section. (d) If the Employee is removed and/or permanently prohibited from participating in the conduct of The Killbuck Savings Bank Companythe Bank’s affairs by an order issued under Section 8 (e) (4Sections 8(e)(4) or 8 (g) (18(g)(1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818 (e) (41818(e)(4) and (g) (1g)(1)), all obligations of The Killbuck Savings the Bank Company under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the parties shall not be affected. (e) If The Killbuck Savings the Bank Company is in default (as defined in Section 3 (x) (13(x)(1) of FDIA) all obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (f) All obligations under this Agreement shall be terminated, except as to the extent determined that continuation of this Agreement is necessary for the continued operation of The Killbuck Savings Bank Company the Bank: (i) by the Superintendent Director of the Division Office of Financial InstitutionsThrift Supervision (“Director of OTS”), or his or her designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of The Killbuck Savings the Bank Company under the authority contained in Section 13 (c13(c) of FDIA; or (ii) by the Superintendent Director of the Division of Financial InstitutionsOTS, or his or her designee, at the time that the Superintendent Director of the Division of Financial InstitutionsOTS, or his designee, or her designee approves a supervisory merger to resolve problems related to operation of The Killbuck Savings the Bank Company or when The Killbuck Savings the Bank Company is determined by the Superintendent Director of the Division of Financial Institutions OTS to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (g) The voluntary termination by the Employee during the term of this Agreement with the delivery of no less than 60 30 days written notice to the Board of Directors, other than pursuant to Section 12 (b) 12(b), in which case the Employee shall be entitled to receive only the compensation, vested rights, and all employee benefits up to the date of such termination. (h) Notwithstanding anything herein to the contrary, any payments made to the Employee pursuant to the Agreement Agreement, or otherwise, shall be subject to and conditioned upon compliance with 12 USC Sec. 1828 (k§1828(k) and any regulations promulgated thereunder.

Termination and Termination Pay. The Employee’s 's employment under this Agreement shall be terminated upon any of the following occurrences: (a) The death of the Employee during the term of this Agreement, in which event the Employee’s 's estate shall be entitled to receive the compensation due the Employee through the last day of the third calendar month following the month in which Employee’s 's death shall have occurred. (b) The Board of Directors may terminate the Employee’s 's employment at any time, but any termination by the Board of Directors other than termination for Just Cause, shall not prejudice the Employee’s 's right to compensation or other benefits under the Agreement. The Employee shall have no right to receive compensation or other benefits for any period after termination for Just Cause. Termination for “"Just Cause” " shall include termination because of the Employee’s 's personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of the Agreement. (c) Except as provided pursuant to Section 12 herein, in the event Employee’s 's employment under this Agreement is terminated by the Board of Directors without Just Cause, The Killbuck Savings the Bank Company shall be obligated to continue to pay the Employee the salary provided pursuant to Section 2 herein, up to the date of termination of the Term term (including any renewal term) of this Agreement and the cost of Employee obtaining all health, life, disability, and other benefits which the Employee would be eligible to participate in through such date based upon the benefit levels substantially equal to those being provided Employee at the date of termination of employment. Notwithstanding the foregoing, but in no event except as provided pursuant to Section 12 herein shall the Employee receive payment of his salary in accordance with Section 2 herein and the cost of applicable benefits neither case for a period of more less than twelve months one year from the date of termination of employment without Just Cause. To receive compensation under this section, employee agrees not to be employed at any financial institution, which maintains offices within Xxxxxx County while receiving such compensation. Such employment will result in employee forfeiting any remaining compensation as described in this sectionemployment. (d) If the Employee is removed and/or permanently prohibited from participating in the conduct of The Killbuck Savings Bank Company’s the Bank's affairs by an order issued under Section 8 (e) (4Sections 8(e)(4) or 8 (g) (18(g)(1) of the Federal Deposit Insurance Act (“"FDIA”") (12 U.S.C. 1818 (e) (41818(e)(4) and (g) (1g)(1)), all obligations of The Killbuck Savings the Bank Company under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the parties shall not be affected. (e) If The Killbuck Savings the Bank Company is in default (as defined in Section 3 (x) (13(x)(1) of FDIA) all obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (f) All obligations under this Agreement shall be terminated, except as to the extent determined that continuation of this Agreement is necessary for the continued operation of The Killbuck Savings Bank Company the Bank: (i) by the Superintendent Director of the Division Office of Financial InstitutionsThrift Supervision ("Director of OTS"), or his or her designee, at the time that the Federal Deposit Insurance Corporation (“"FDIC”") or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of The Killbuck Savings the Bank Company under the authority contained in Section 13 (c13(c) of FDIA; or (ii) by the Superintendent Director of the Division of Financial InstitutionsOTS, or his or her designee, at the time that the Superintendent Director of the Division of Financial InstitutionsOTS, or his designee, or her designee approves a supervisory merger to resolve problems related to operation of The Killbuck Savings the Bank Company or when The Killbuck Savings the Bank Company is determined by the Superintendent Director of the Division of Financial Institutions OTS to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (g) The voluntary termination by the Employee during the term of this Agreement with the delivery of no less than 60 days written notice to the Board of Directors, other than pursuant to Section 12 (b) 12(b), in which case the Employee shall be entitled to receive only the compensation, vested rights, and all employee benefits up to the date of such termination. (h) Notwithstanding anything herein to the contrary, any payments made to the Employee pursuant to the Agreement Agreement, or otherwise, shall be subject to and conditioned upon compliance with 12 USC Sec. 1828 (kss.1828(k) and any regulations promulgated thereunder.

Termination and Termination Pay. The EmployeeExecutive’s employment under this Agreement shall be terminated upon any of the following occurrences: (a) The death of the Employee Executive during the term of this Agreement, in which event the EmployeeExecutive’s estate shall be entitled to receive the compensation due the Employee Executive through the last day of the third calendar month following the month in which Employeethe Executive’s death shall have occurred. (b) The Board of Directors may terminate the EmployeeExecutive’s employment at any time, but any termination by the Board of Directors other than termination for Just Cause, shall not prejudice the EmployeeExecutive’s right to compensation or other benefits under the Agreement. The Employee Executive shall have no right to receive compensation or other benefits for any period after termination for Just Cause. The Board may within its sole discretion, acting in good faith, terminate the Executive for Just Cause and shall notify such Executive accordingly. Termination for “Just Cause” shall include termination because of the EmployeeExecutive’s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of the Agreement. (c) Except as provided pursuant to Section 12 herein9 hereof, in the event Employeethe Executive’s employment under this Agreement is terminated by the Board of Directors without Just Cause, The Killbuck the Savings Bank Company shall be obligated to continue to pay the Employee Executive the base salary provided pursuant to Section 2 3(a) herein, up to the date of termination of the remaining Term (including any renewal term) of this Agreement Agreement, but in no event for a period of less than twelve months, and the cost of Employee the Executive obtaining all health, life, disability, and other benefits which the Employee Executive would be eligible to participate in through such date based upon the benefit levels substantially equal to those being provided Employee the Executive at the date of termination of employment. . (d) Notwithstanding the foregoing, in the event the Executive is a “Specified Employee” (as defined herein) no event except as payment shall be made to the Executive under sub-section 6(c) prior to the first day of the seventh month following the Executive’s termination of employment in excess of the “permitted amount” under Section 409A of the Code. For these purposes the “permitted amount” shall be an amount that does not exceed two times the lesser of: (A) the sum of the Executive’s annualized compensation based upon the annual rate of pay for services provided to the Savings Bank for the calendar year preceding the year in which the Executive terminates his employment, or (B) the maximum amount that may be taken into account under a tax-qualified plan pursuant to Section 12 herein shall 401(a)(17) of the Employee receive payment Internal Revenue Code of his salary 1986, as amended (the “Code”) for the calendar year in accordance with Section 2 herein and the cost of applicable benefits for a period of more than twelve months from the date of which termination of employment without Just Causeoccurs. To receive compensation under this section, The payment of the “permitted amount” shall be made within sixty (60) days of the occurrence of the event of termination. Any payment in excess of the permitted amount shall be made to the Executive on the first day of the seventh month following the event of termination. “Specified Employee” shall be interpreted to comply with Section 409A of the Code and shall mean a key employee agrees not to be employed at any financial institution, which maintains offices within Xxxxxx County while receiving such compensation. Such employment will result in employee forfeiting any remaining compensation as described in this section. (d) If the Employee is removed and/or permanently prohibited from participating in the conduct meaning of The Killbuck Savings Bank Company’s affairs by an order issued under Section 8 (e) (4) or 8 (g) (1416(i) of the Federal Deposit Insurance Act Code (“FDIA”) (12 U.S.C. 1818 (e) (4) and (g) (1)without regard to paragraph 5 thereof), all obligations of The Killbuck but an individual shall be a “Specified Employee” only if the Savings Bank Company under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the parties shall not be affected. (e) If The Killbuck Savings Bank Company is in default (as defined in Section 3 (x) (1) of FDIA) all obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (f) All obligations under this Agreement shall be terminated, except as to the extent determined that continuation of this Agreement is necessary for the continued operation of The Killbuck Savings Bank Company (i) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) or the Resolution Trust Corporation enters into an agreement to provide assistance to is a publicly-traded institution or on behalf the subsidiary of The Killbuck Savings Bank Company under the authority contained in Section 13 (c) of FDIA; or (ii) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Superintendent of the Division of Financial Institutions, or his designee, approves a supervisory merger to resolve problems related to operation of The Killbuck Savings Bank Company or when The Killbuck Savings Bank Company is determined by the Superintendent of the Division of Financial Institutions to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such actionpublicly-traded holding company. (g) The voluntary termination by the Employee during the term of this Agreement with the delivery of no less than 60 days written notice to the Board of Directors, other than pursuant to Section 12 (b) in which case the Employee shall be entitled to receive only the compensation, vested rights, and all employee benefits up to the date of such termination. (h) Notwithstanding anything herein to the contrary, any payments made to the Employee pursuant to the Agreement or otherwise, shall be subject to and conditioned upon compliance with 12 USC Sec. 1828 (k) and any regulations promulgated thereunder.

Termination and Termination Pay. The Employee’s 's employment under this Agreement shall be terminated upon any of the following occurrences: (a) The death of the Employee during the term of this Agreement, in which event the Employee’s 's estate shall be entitled to receive the compensation due the Employee through the last day of the third calendar month following the month in which Employee’s 's death shall have occurred. (b) The Board of Directors may terminate the Employee’s 's employment at any time, but any termination by the Board of Directors other than termination for Just Cause, shall not prejudice the Employee’s 's right to compensation or other benefits under the Agreement. The Employee shall have no right to receive compensation or other benefits for any period after termination for Just Cause. Termination for “"Just Cause” " shall include termination because of the Employee’s 's personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of the Agreement. (c) Except as provided pursuant to Section 12 herein, in the event Employee’s 's employment under this Agreement is terminated by the Board of Directors without Just Cause, The Killbuck Savings Bank Company shall be obligated to continue to pay the Employee the salary provided pursuant to Section 2 herein, up to the date of termination of the Term (including any renewal term) of this Agreement and the cost of Employee obtaining all health, life, disability, and other benefits which the Employee would be eligible to participate in through such date based upon the benefit levels substantially equal to those being provided Employee at the date of termination of employment. Notwithstanding the foregoing, in no event except as provided pursuant to Section 12 herein shall the Employee receive payment of his salary in accordance with Section 2 herein and the cost of applicable benefits for a period of more than twelve months from the date of termination of employment without Just Cause. To receive compensation under this section, employee agrees not to be employed at any financial institution, which maintains offices within Xxxxxx County while receiving such compensation. Such employment will result in employee forfeiting any remaining compensation as described in this section. (d) If the Employee is removed and/or permanently prohibited from participating in the conduct of The Killbuck Savings Bank Company’s 's affairs by an order issued under Section 8 (e) (4) or 8 (g) (1) of the Federal Deposit Insurance Act (“"FDIA”") (12 U.S.C. 1818 (e) (4) and (g) (1)), all obligations of The Killbuck Savings Bank Company under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the parties shall not be affected. (e) If The Killbuck Savings Bank Company is in default (as defined in Section 3 (x) (1) of FDIA) all obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (f) All obligations under this Agreement shall be terminated, except as to the extent determined that continuation of this Agreement is necessary for the continued operation of The Killbuck Savings Bank Company (i) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Federal Deposit Insurance Corporation (“"FDIC”") or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of The Killbuck Savings Bank Company under the authority contained in Section 13 (c) of FDIA; or (ii) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Superintendent of the Division of Financial Institutions, or his designee, approves a supervisory merger to resolve problems related to operation of The Killbuck Savings Bank Company or when The Killbuck Savings Bank Company is determined by the Superintendent of the Division of Financial Institutions to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (g) The voluntary termination by the Employee during the term of this Agreement with the delivery of no less than 60 days written notice to the Board of Directors, other than pursuant to Section 12 (b) in which case the Employee shall be entitled to receive only the compensation, vested rights, and all employee benefits up to the date of such termination. (h) Notwithstanding anything herein to the contrary, any payments made to the Employee pursuant to the Agreement or otherwise, shall be subject to and conditioned upon compliance with 12 USC Sec. 1828 (k) and any regulations promulgated thereunder.

Termination and Termination Pay. The Employee’s 's employment under this Agreement shall be terminated upon any of the following occurrences: (a) The death of the Employee during the term of this Agreement, in which event the Employee’s 's estate shall be entitled to receive the compensation due the Employee through the last day of the third calendar month following the month in which Employee’s 's death shall have occurred. (b) The Board of Directors may terminate the Employee’s 's employment at any time, but any termination by the Board of Directors other than termination for Just Cause, shall not prejudice the Employee’s 's right to compensation or other benefits under the Agreement. The Employee shall have no right to receive compensation or other benefits for any period after termination for Just Cause. Termination for “"Just Cause” " shall include termination because of the Employee’s 's personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of the Agreement. (c) Except as provided pursuant to Section 12 herein, in the event Employee’s 's employment under this Agreement is terminated by the Board of Directors without Just Cause, The Killbuck Savings the Bank Company shall be obligated to continue to pay the Employee the salary provided pursuant to Section 2 herein, up to the date of termination of the Term term (including any renewal term) of this Agreement and the cost of Employee obtaining all health, life, disability, and other benefits which the Employee would be eligible to participate in through such date based upon the benefit levels substantially equal to those being provided Employee at the date of termination of employment. Notwithstanding the foregoing, in no event except as provided pursuant to Section 12 herein shall the Employee receive payment of his salary in accordance with Section 2 herein and the cost of applicable benefits for a period of more than twelve months from the date of termination of employment without Just Cause. To receive compensation under this section, employee agrees not to be employed at any financial institution, which maintains offices within Xxxxxx County while receiving such compensation. Such employment will result in employee forfeiting any remaining compensation as described in this section. (d) If the Employee is removed and/or permanently prohibited from participating in the conduct of The Killbuck Savings Bank Company’s affairs by an order issued under Section 8 (e) (4) or 8 (g) (1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818 (e) (4) and (g) (1)), all obligations of The Killbuck Savings Bank Company under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the parties shall not be affected. (e) If The Killbuck Savings Bank Company is in default (as defined in Section 3 (x) (1) of FDIA) all obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (f) All obligations under this Agreement shall be terminated, except as to the extent determined that continuation of this Agreement is necessary for the continued operation of The Killbuck Savings Bank Company (i) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of The Killbuck Savings Bank Company under the authority contained in Section 13 (c) of FDIA; or (ii) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Superintendent of the Division of Financial Institutions, or his designee, approves a supervisory merger to resolve problems related to operation of The Killbuck Savings Bank Company or when The Killbuck Savings Bank Company is determined by the Superintendent of the Division of Financial Institutions to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (g) The voluntary termination by the Employee during the term of this Agreement with the delivery of no less than 60 days written notice to the Board of Directors, other than pursuant to Section 12 (b) in which case the Employee shall be entitled to receive only the compensation, vested rights, and all employee benefits up to the date of such termination. (h) Notwithstanding anything herein to the contrary, any payments made to the Employee pursuant to the Agreement or otherwise, shall be subject to and conditioned upon compliance with 12 USC Sec. 1828 (k) and any regulations promulgated thereunder.

Termination and Termination Pay. The EmployeeExecutive’s employment under this Agreement shall be terminated upon any of the following occurrences: (a) The death of the Employee Executive during the term of this Agreement, in which event the EmployeeExecutive’s estate shall be entitled to receive the compensation due the Employee Executive through the last day of the third calendar month following the month in which EmployeeExecutive’s death shall have occurred. (b) The Board of Directors or the Chief Executive Officer may terminate the EmployeeExecutive’s employment at any time, but any termination by the Board of Directors or the Chief Executive Officer other than termination for Just Cause, shall not prejudice the EmployeeExecutive’s right to compensation or other benefits under the this Agreement. The Employee Executive shall have no right to receive compensation or other benefits for any period after termination for Just Cause. The Board or the Chief Executive Officer may within their sole discretion, acting in good faith, terminate the Executive for Just Cause and shall notify such Executive accordingly. Termination for “Just Cause” shall include termination because of the EmployeeExecutive’s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of the Agreement. (c) Except as provided pursuant to Section 12 herein, in In the event EmployeeExecutive’s employment under this Agreement is terminated by the Board of Directors or the Chief Executive Officer without Just Cause, The Killbuck Savings the Bank Company shall be obligated to continue to pay the Employee Executive on the Bank’s regular payroll dates the salary provided pursuant to Section 2 3(a) herein, up to the date of termination of the remaining Term (including any renewal term) of this Agreement Agreement, and provided, however, that if at the time of a termination of employment, the payment described in this Section 5(c) constitutes non-qualified deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and if the Executive is a “specified employee” of IBERIABANK Corporation, as described in the proposed regulations under Section 409A, such payment shall not be made until six months following the date of termination of employment. The Bank shall also reimburse the cost of Employee the Executive obtaining all health, life, disability, and other benefits which the Employee Executive would be eligible to participate in through such date based upon the benefit levels substantially equal to those being provided Employee the Executive at the date of termination of employment. Notwithstanding the foregoing, in no event except as provided pursuant to Section 12 herein shall the Employee receive payment of his salary in accordance with Section 2 herein and the cost of applicable benefits for a period of more than twelve months from the date of termination of employment without Just Cause. To receive compensation under this section, employee agrees not to be employed at any financial institution, which maintains offices within Xxxxxx County while receiving such compensation. Such employment will result in employee forfeiting any remaining compensation as described in this section. (d) If the Employee is removed and/or permanently prohibited from participating in the conduct of The Killbuck Savings Bank Company’s affairs by an order issued under Section 8 (e) (4) or 8 (g) (1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818 (e) (4) and (g) (1)), all obligations of The Killbuck Savings Bank Company under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the parties shall not be affected. (e) If The Killbuck Savings Bank Company is in default (as defined in Section 3 (x) (1) of FDIA) all obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (f) All obligations under this Agreement shall be terminated, except as to the extent determined that continuation of this Agreement is necessary for the continued operation of The Killbuck Savings Bank Company (i) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of The Killbuck Savings Bank Company under the authority contained in Section 13 (c) of FDIA; or (ii) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Superintendent of the Division of Financial Institutions, or his designee, approves a supervisory merger to resolve problems related to operation of The Killbuck Savings Bank Company or when The Killbuck Savings Bank Company is determined by the Superintendent of the Division of Financial Institutions to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (g) The voluntary termination by the Employee Executive during the term of this Agreement with the delivery of no less than 60 days written notice to the Board of DirectorsDirectors or the Chief Executive Officer, other than pursuant to Section 12 (b) in which case the Employee Executive shall be entitled to receive only the compensation, vested rights, and all employee benefits up to the date of such termination. (h) Notwithstanding anything herein to the contrary, any payments made to the Employee pursuant to the Agreement or otherwise, shall be subject to and conditioned upon compliance with 12 USC Sec. 1828 (k) and any regulations promulgated thereunder.

Termination and Termination Pay. The Employee’s 's employment under this Agreement shall be terminated upon any of the following occurrences: (a) The death of the Employee during the term of this Agreement, in which event the Employee’s 's estate shall be entitled to receive the compensation due the Employee through the last day of the third calendar month following the month in which Employee’s his death shall have occurred. (b) The Board of Directors Employee's employment under this Agreement may terminate the Employee’s employment be terminated at any time, but any termination time by a decision of the Board of Directors other than of the Bank for conduct not constituting termination for Just Cause, shall not prejudice or by the Employee upon ninety (90) days written notice, to the Employee or Bank, as the case may be. In the event the Employee’s right to compensation or other benefits under the Agreement. The Employee shall have no right to receive compensation or other benefits for any period after termination for Just Cause. Termination for “Just Cause” shall include termination because of the Employee’s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of the Agreement. (c) Except as provided pursuant to Section 12 herein, in the event Employee’s 's employment under this Agreement is terminated by the Board of Directors without Just Cause, The Killbuck Savings the Bank Company shall be obligated to continue to pay the Employee the salary provided pursuant to Section 2 hereinhis salary, up to the date of termination of the Term term (including any renewal term) of this Agreement. In the event the Employee is a "Specified Employee" (as defined herein) no payment shall be made to the Employee under this Agreement and prior to the cost first day of Employee obtaining all health, life, disability, and other benefits the seventh month following his termination of employment in excess of the "permitted amount" under Section 409A of the Code. For these purposes the "permitted amount" shall be an amount that does not exceed two times the lesser of: (A) the sum of the Employee's annualized compensation based upon the annual rate of pay for services provided to the Bank for the calendar year preceding the year in which the Employee would terminates employment, or (B) the maximum amount that may be eligible taken into account under a tax-qualified plan pursuant to participate Section 401(a)(17) of the Code for the calendar year in through such date based upon which occurs the benefit levels substantially equal to those being provided Employee at the date of termination of employment. Notwithstanding The payment of the foregoing, "permitted amount" shall be made within sixty (60) days of the occurrence of the termination of employment. Any payment in no event except as provided pursuant excess of the permitted amount shall be made to Section 12 herein shall the Employee receive payment on the first day of his salary in accordance the seventh month following the termination of employment. "Specified Employee" shall be interpreted to comply with Section 2 herein 409A of the Code and shall mean a key employee within the cost meaning of applicable benefits for a period of more than twelve months from the date of termination of employment without Just Cause. To receive compensation under this section, employee agrees not to be employed at any financial institution, which maintains offices within Xxxxxx County while receiving such compensation. Such employment will result in employee forfeiting any remaining compensation as described in this section. (d) If the Employee is removed and/or permanently prohibited from participating in the conduct of The Killbuck Savings Bank Company’s affairs by an order issued under Section 8 (e) (4) or 8 (g) (1416(i) of the Federal Deposit Insurance Act Code (“FDIA”) (12 U.S.C. 1818 (e) (4) and (g) (1)without regard to paragraph 5 thereof), all obligations of The Killbuck Savings Bank Company under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the parties shall not be affected. (e) If The Killbuck Savings Bank Company is in default (as defined in Section 3 (x) (1) of FDIA) all obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (f) All obligations under this Agreement shall be terminated, except as to the extent determined that continuation of this Agreement is necessary for the continued operation of The Killbuck Savings Bank Company (i) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of The Killbuck Savings Bank Company under the authority contained in Section 13 (c) of FDIA; or (ii) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Superintendent of the Division of Financial Institutions, or his designee, approves a supervisory merger to resolve problems related to operation of The Killbuck Savings Bank Company or when The Killbuck Savings Bank Company is determined by the Superintendent of the Division of Financial Institutions to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (g) The voluntary termination by the Employee during the term of this Agreement with the delivery of no less than 60 days written notice to the Board of Directors, other than pursuant to Section 12 (b) in which case the Employee shall be entitled to receive a "Specified Employee" only if the compensation, vested rights, and all employee benefits up to Bank is a publicly-traded institution or the date subsidiary of such terminationa public-traded holding company. (h) Notwithstanding anything herein to the contrary, any payments made to the Employee pursuant to the Agreement or otherwise, shall be subject to and conditioned upon compliance with 12 USC Sec. 1828 (k) and any regulations promulgated thereunder.

Termination and Termination Pay. The Employee’s 's employment under this Agreement shall be terminated upon any of the following occurrences: (a) The death of the Employee during the term of this Agreement, in which event the Employee’s 's estate shall be entitled to receive the compensation due the Employee through the later of the last day of the third calendar month following the month year in which Employee’s 's death shall have occurredoccurred or six months after his death. (b) The Board of Directors may terminate the Employee’s 's employment at any time, but any termination by the Board of Directors other than termination for Just Cause, shall not prejudice the Employee’s 's right to all compensation or and all other benefits under the Agreement. The Employee shall have no right to receive compensation or other benefits for any period after termination for Just Cause. Termination for “"Just Cause” " shall include termination because of the Employee’s 's personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-and- desist order, or material breach of any provision of the Agreement. (c) Except as provided pursuant to Section 12 herein, in the event Employee’s 's employment under this Agreement is terminated by the Board of Directors without Just Cause, The Killbuck Savings the Bank Company shall be obligated to continue to pay the Employee the salary provided pursuant to Section 2 herein, up to the date of termination of the Term term (including any renewal term) of this Agreement and the cost of Employee obtaining all health, life, disability, and other benefits which the Employee would be eligible to participate in through such date based upon the benefit levels substantially equal to those being provided Employee at the date of termination of employment. Notwithstanding the foregoing, in no event except as provided pursuant to Section 12 herein shall the Employee receive payment of his salary in accordance with Section 2 herein and the cost of applicable benefits for a period of more than twelve months from the date of termination of employment without Just Cause. To receive compensation under this section, employee agrees not to be employed at any financial institution, which maintains offices within Xxxxxx County while receiving such compensation. Such employment will result in employee forfeiting any remaining compensation as described in this section. (d) If the Employee is removed and/or permanently prohibited from participating in the conduct of The Killbuck Savings Bank Company’s the Bank's affairs by an order issued under Section 8 (e) (4Sections 8(e)(4) or 8 (g) (18(g)(1) of the Federal Deposit Insurance Act (“"FDIA”") (12 U.S.C. 1818 (e) (41818(e)(4) and (g) (1g)(1)), all obligations of The Killbuck Savings the Bank Company under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the parties shall not be affected. (e) If The Killbuck Savings the Bank Company is in default (as defined in Section 3 (x) (13(x)(1) of FDIA) all obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (f) All obligations under this Agreement shall be terminated, except as to the extent determined that continuation of this Agreement is necessary for the continued operation of The Killbuck Savings Bank Company the Bank: (i) by the Superintendent Director of the Division Office of Financial InstitutionsThrift Supervision ("Director of OTS"), or his or her designee, at the time that the Federal Deposit Insurance Corporation (“"FDIC”") or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of The Killbuck Savings the Bank Company under the authority contained in Section 13 (c13(c) of FDIA; or (ii) by the Superintendent Director of the Division of Financial InstitutionsOTS, or his or her designee, at the time that the Superintendent Director of the Division of Financial InstitutionsOTS, or his designee, or her designee approves a supervisory merger to resolve problems related to operation of The Killbuck Savings the Bank Company or when The Killbuck Savings the Bank Company is determined by the Superintendent Director of the Division of Financial Institutions OTS to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (g) The voluntary termination by the Employee during the term of this Agreement with the delivery of no less than 60 days written notice to the Board of Directors, other than pursuant to Section 12 (b) 12(b), in which case the Employee shall be entitled to receive only the compensation, vested rights, and all employee benefits up to the date of such termination. (h) Notwithstanding anything herein to the contrary, any payments made to the Employee pursuant to the Agreement Agreement, or otherwise, shall be subject to and conditioned upon compliance with 12 USC Sec. 1828 (kss.1828(k) and any regulations promulgated thereunder.

Termination and Termination Pay. The Employee’s 's employment under this Agreement shall be terminated upon any of the following occurrences: (a) The death of the Employee during the term of this Agreement, in which event the Employee’s 's estate shall be entitled to receive the compensation due the Employee through the last day of the third calendar month following the month in which Employee’s 's death shall have occurred, plus all accrued but unused vacation for such calendar year, and PRO RATA payment of all bonuses or incentive payments earned or to be awarded for such calendar year. (b) The Board of Directors may terminate the Employee’s 's employment at any time, but any termination by the Board of Directors other than termination for Just Cause, as defined below, shall not prejudice the Employee’s 's right to compensation or other benefits under the Agreement. The Employee shall have no right to receive compensation or other benefits for any period after termination for Just Cause. Termination for “"Just Cause” " shall include termination because of the Employee’s 's personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of the Agreement. (c) Except as provided pursuant to Section 12 11 herein, in the event Employee’s 's employment under this Agreement is terminated by the Board of Directors without Just Cause, The Killbuck Savings Bank Company RCC shall be obligated to continue to pay the Employee the salary provided pursuant to Section 2 herein, up to the date of termination of the Term term (including any renewal termextension of the term pursuant to Section 5 above) of this Agreement and the cost of Employee obtaining all health, life, disability, and other benefits which the Employee would be eligible to participate in through such date based upon the benefit levels substantially equal to those being provided Employee at the date of termination of employmentAgreement. Notwithstanding the foregoing, in no event except as provided pursuant shall payments to Section 12 herein shall the Employee receive payment of his salary be made in accordance with this Section 2 herein and the cost of applicable benefits 9(c) be for a period of more less than twelve 12 months from following the date of termination of employment without Just Cause. To receive compensation under this section, employee agrees not to be employed at any financial institution, which maintains offices within Xxxxxx County while receiving such compensation. Such employment will result in employee forfeiting any remaining compensation as described in this sectionemployment. (d) If the Employee is removed and/or permanently prohibited from participating in the conduct of The Killbuck Savings Bank Company’s affairs by an order issued under Section 8 (e) (4) or 8 (g) (1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818 (e) (4) and (g) (1)), all obligations of The Killbuck Savings Bank Company under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the parties shall not be affected. (e) If The Killbuck Savings Bank Company is in default (as defined in Section 3 (x) (1) of FDIA) all obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (f) All obligations under this Agreement shall be terminated, except as to the extent determined that continuation of this Agreement is necessary for the continued operation of The Killbuck Savings Bank Company (i) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of The Killbuck Savings Bank Company under the authority contained in Section 13 (c) of FDIA; or (ii) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Superintendent of the Division of Financial Institutions, or his designee, approves a supervisory merger to resolve problems related to operation of The Killbuck Savings Bank Company or when The Killbuck Savings Bank Company is determined by the Superintendent of the Division of Financial Institutions to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (g) The voluntary termination by the Employee during the term of this Agreement with the delivery of no less than 60 days written notice to the Board of Directors, Directors (other than pursuant to Section 12 (b11(b)) in which case the Employee shall be entitled to receive only the compensation, vested rights, and all employee benefits up to the date of such terminationtermination except as specifically provided below. (h) Notwithstanding anything herein to the contrary, any payments made to the Employee pursuant to the Agreement or otherwise, shall be subject to and conditioned upon compliance with 12 USC Sec. 1828 (k) and any regulations promulgated thereunder.

Termination and Termination Pay. The Employee’s 's employment under this Agreement shall be terminated upon any of the following occurrences: (a) The death of the Employee during the term of this Agreement, in which event the Employee’s 's estate shall be entitled to receive the compensation due the Employee through the last day of the third calendar month following which is three (3) months after the month in which Employee’s death shall have occurred's death. (b) The Board of Directors may terminate the Employee’s 's employment at any time, but any termination by the Board of Directors other than termination for Just Cause, shall not prejudice the Employee’s 's right to compensation or other benefits under the Agreement. The Employee shall have no right to receive compensation or other benefits for any period after termination for Just Cause. Termination for “"Just Cause” " shall include termination because of the Employee’s 's personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of the Agreement. (c) Except as provided pursuant to Section 12 herein, in the event Employee’s 's employment under this Agreement is terminated by the Board of Directors without Just Cause, The Killbuck Savings the Bank Company shall be obligated to continue to pay the Employee the salary provided pursuant to Section 2 herein, up to the date of termination of the Term term (including any renewal term) of this Agreement and the cost of Employee obtaining all health, life, disability, and other benefits which the Employee would be eligible to participate in through such date based upon the benefit levels substantially equal to those being provided Employee at the date of termination of employment. Notwithstanding the foregoing, in no event except as provided pursuant to Section 12 herein shall the Employee receive payment of his salary in accordance with Section 2 herein and the cost of applicable benefits for a period of more than twelve months from the date of termination of employment without Just Cause. To receive compensation under this section, employee agrees not to be employed at any financial institution, which maintains offices within Xxxxxx County while receiving such compensation. Such employment will result in employee forfeiting any remaining compensation as described in this section. (d) If the Employee is removed and/or permanently prohibited from participating in the conduct of The Killbuck Savings Bank Company’s the Bank's affairs by an order issued under Section 8 (e) (4Sections 8(e)(4) or 8 (g) (18(g)(1) of the Federal Deposit Insurance Act (“"FDIA”") (12 U.S.C. 1818 (e) (4181 8(e)(4) and (g) (1g)(1 )), all obligations of The Killbuck Savings the Bank Company under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the parties shall not be affected. (e) If The Killbuck Savings the Bank Company is in default (as defined in Section 3 (x) (13(x)(1) of FDIA) all obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (f) All obligations under this Agreement shall be terminated, except as to the extent determined that continuation of this Agreement is necessary for the continued operation of The Killbuck Savings Bank Company the Bank: (i) by the Superintendent Director of the Division Office of Financial InstitutionsThrift Supervision ("Director of OTS"), or his or her designee, at the time that the Federal Deposit Insurance Corporation (“"FDIC”") or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of The Killbuck Savings the Bank Company under the authority contained in Section 13 (c13(c) of FDIA; or (ii) by the Superintendent Director of the Division of Financial InstitutionsOTS, or his or her designee, at the time that the Superintendent Director of the Division of Financial InstitutionsOTS, or his designee, or her designee approves a supervisory merger to resolve problems related to operation of The Killbuck Savings the Bank Company or when The Killbuck Savings the Bank Company is determined by the Superintendent Director of the Division of Financial Institutions OTS to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (g) The voluntary termination by the Employee during the term of this Agreement with the delivery of no less than 60 days written notice to the Board of Directors, other than pursuant to Section 12 (b) 12(b), in which case the Employee shall be entitled to receive only the compensation, vested rights, and all employee benefits up to the date of such termination. (h) Notwithstanding anything herein to the contrary, any payments made to the Employee pursuant to the Agreement Agreement, or otherwise, shall be subject to and conditioned upon compliance with 12 USC Sec. 1828 (kss.1828(k) and any regulations promulgated thereunderthere under.

Termination and Termination Pay. The Employee’s Executive's employment under this Agreement shall be terminated upon any of the following occurrences: (a) The death of the Employee Executive during the term of this Agreement, in which event the Employee’s Executive's estate shall be entitled to receive the compensation due the Employee Executive through the last day of the third calendar month following the month in which Employee’s Executive's death shall have occurred. (b) The Bank’s Board of Directors may terminate the Employee’s Executive's employment at any time, but any termination by the Bank’s Board of Directors other than termination for Just Cause, Cause shall not prejudice the EmployeeExecutive’s right to compensation or other benefits under the Agreement. The Employee Executive shall have no right to receive compensation or other benefits for any period after termination for Just Cause. Termination for “Just "Cause” " shall include termination because of the Employee’s Executive's personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of the Agreement. The Bank’s Board of Directors may within its sole discretion, acting in good faith, terminate the Executive for Cause and shall notify such Executive accordingly; provided that any such determination shall not be effective unless it is adopted by an affirmative vote of not less than a majority of the members of the full Board of Directors at a meeting of the Board called and held for such purpose (after reasonable written notice has been delivered to the Executive of such meeting, the purpose of such meeting and the preliminary basis for such Cause termination and an opportunity for such Executive, together with personal counsel, to be heard before the Board on the matter prior to such vote by the Board). (c) Except as provided pursuant to Section 12 herein9 hereof, in the event Employee’s Executive's employment under this Agreement is terminated by the Board of Directors Bank without Just Cause, The Killbuck Savings the Bank Company shall be obligated to continue to pay the Employee Executive the salary provided pursuant to Section 2 3(a) herein, up to the date of termination of the remaining Term (including any renewal term) of this Agreement and the cost of Employee Executive obtaining all health, life, disability, and other benefits which the Employee Executive would be eligible to participate in through such date of last payment based upon the benefit levels substantially equal to those being provided Employee Executive at the date of termination of employment. Notwithstanding The provisions of this Section 6(c) shall survive the foregoing, in no event except as provided pursuant to Section 12 herein shall the Employee receive payment expiration of his salary in accordance with Section 2 herein and the cost of applicable benefits for a period of more than twelve months from the date of termination of employment without Just Cause. To receive compensation under this section, employee agrees not to be employed at any financial institution, which maintains offices within Xxxxxx County while receiving such compensation. Such employment will result in employee forfeiting any remaining compensation as described in this sectionAgreement. (d) If the Employee is removed and/or permanently prohibited from participating in the conduct of The Killbuck Savings Bank Company’s affairs by an order issued under Section 8 (e) (4) or 8 (g) (1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818 (e) (4) and (g) (1)), all obligations of The Killbuck Savings Bank Company under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the parties shall not be affected. (e) If The Killbuck Savings Bank Company is in default (as defined in Section 3 (x) (1) of FDIA) all obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (f) All obligations under this Agreement shall be terminated, except as to the extent determined that continuation of this Agreement is necessary for the continued operation of The Killbuck Savings Bank Company (i) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of The Killbuck Savings Bank Company under the authority contained in Section 13 (c) of FDIA; or (ii) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Superintendent of the Division of Financial Institutions, or his designee, approves a supervisory merger to resolve problems related to operation of The Killbuck Savings Bank Company or when The Killbuck Savings Bank Company is determined by the Superintendent of the Division of Financial Institutions to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (g) The voluntary termination by the Employee Executive during the term of this Agreement with the delivery of no less than 60 days written notice to the Board of Directors, other than pursuant to Section 12 (b) 9(b), in which case the Employee Executive shall be entitled to receive only the compensation, vested rights, and all employee benefits up to the date of such termination. (h) Notwithstanding anything herein to the contrary, any payments made to the Employee pursuant to the Agreement or otherwise, shall be subject to and conditioned upon compliance with 12 USC Sec. 1828 (k) and any regulations promulgated thereunder.

Termination and Termination Pay. The EmployeeExecutive’s employment under this Agreement shall be terminated upon any of the following occurrences: (a) The death of the Employee Executive during the term of this Agreement, in which event the EmployeeExecutive’s estate shall be entitled to receive the compensation due the Employee Executive through the last day of the third calendar month following the month in which EmployeeExecutive’s death shall have occurred. (b) The Bank’s Board of Directors may terminate the EmployeeExecutive’s employment at any time, but any termination by the Bank’s Board of Directors other than termination for Just Cause, Cause shall not prejudice the EmployeeExecutive’s right to compensation or other benefits under the Agreement. The Employee Executive shall have no right to receive compensation or other benefits for any period after termination for Just Cause. Termination for “Just Cause” shall include termination because of the EmployeeExecutive’s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of the Agreement. (c) Except as provided pursuant to Section 12 herein9 hereof, in the event EmployeeExecutive’s employment under this Agreement is terminated by the Board of Directors Bank without Just Cause, The Killbuck Savings the Bank Company shall be obligated to continue to pay the Employee Executive the salary provided pursuant to Section 2 3(a) herein, up to the date for a period of termination of the Term twelve (including any renewal term12) of this Agreement months and the cost of Employee Executive obtaining all health, life, disability, and other benefits which the Employee Executive would be eligible to participate in through such date based upon the benefit levels substantially equal to those being provided Employee Executive at the date of termination of employment. Notwithstanding The provisions of this Section 6(c) shall survive the foregoing, in no event except as provided pursuant to Section 12 herein shall the Employee receive payment expiration of his salary in accordance with Section 2 herein and the cost of applicable benefits for a period of more than twelve months from the date of termination of employment without Just Cause. To receive compensation under this section, employee agrees not to be employed at any financial institution, which maintains offices within Xxxxxx County while receiving such compensation. Such employment will result in employee forfeiting any remaining compensation as described in this sectionAgreement. (d) If the Employee is removed and/or permanently prohibited from participating in the conduct of The Killbuck Savings Bank Company’s affairs by an order issued under Section 8 (e) (4) or 8 (g) (1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818 (e) (4) and (g) (1)), all obligations of The Killbuck Savings Bank Company under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the parties shall not be affected. (e) If The Killbuck Savings Bank Company is in default (as defined in Section 3 (x) (1) of FDIA) all obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (f) All obligations under this Agreement shall be terminated, except as to the extent determined that continuation of this Agreement is necessary for the continued operation of The Killbuck Savings Bank Company (i) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of The Killbuck Savings Bank Company under the authority contained in Section 13 (c) of FDIA; or (ii) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Superintendent of the Division of Financial Institutions, or his designee, approves a supervisory merger to resolve problems related to operation of The Killbuck Savings Bank Company or when The Killbuck Savings Bank Company is determined by the Superintendent of the Division of Financial Institutions to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (g) The voluntary termination by the Employee Executive during the term of this Agreement with the delivery of no less than 60 days written notice to the Board of Directors, other than pursuant to Section 12 (b) 9(b), in which case the Employee Executive shall be entitled to receive only the compensation, vested rights, and all employee benefits up to the date of such termination. (h) Notwithstanding anything herein to the contrary, any payments made to the Employee pursuant to the Agreement or otherwise, shall be subject to and conditioned upon compliance with 12 USC Sec. 1828 (k) and any regulations promulgated thereunder.

Termination and Termination Pay. The Employee’s Executive's employment under this Agreement shall be terminated upon any of the following occurrences: (a) The death of the Employee Executive during the term of this Agreement, in which event the Employee’s Executive's estate shall be entitled to receive the compensation due the Employee Executive through the last day of the third calendar month following the month in which Employee’s Executive's death shall have occurred. (b) The Bank’s Board of Directors may terminate the Employee’s Executive's employment at any time, but any termination by the Bank’s Board of Directors other than termination for Just Cause, Cause shall not prejudice the EmployeeExecutive’s right to compensation or other benefits under the Agreement. The Employee Executive shall have no right to receive compensation or other benefits for any period after termination for Just Cause. Termination for “Just "Cause” " shall include termination because of the Employee’s Executive's personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of the Agreement. The Bank’s Board of Directors may within its sole discretion, acting in good faith, terminate the Executive for Cause and shall notify such Executive accordingly; provided that any such determination shall not be effective unless it is adopted by an affirmative vote of not less than a majority of the members of the full Board of Directors at a meeting of the Board called and held for such purpose (after reasonable written notice has been delivered to the Executive of such meeting, the purpose of such meeting and the preliminary basis for such Cause termination and an opportunity for such Executive, together with personal counsel, to be heard before the Board on the matter prior to such vote by the Board). (c) Except as provided pursuant to Section 12 herein9 hereof, in the event Employee’s Executive's employment under this Agreement is terminated by the Board of Directors Bank without Just Cause, The Killbuck Savings the Bank Company shall be obligated to continue to pay the Employee Executive the salary provided pursuant to Section 2 3(a) herein, up to the date of termination of the remaining Term (including any renewal term) of this Agreement and the cost of Employee Executive obtaining all health, life, disability, and other benefits which the Employee Executive would be eligible to participate in through such date based upon the benefit levels substantially equal to those being provided Employee Executive at the date of termination of employment. Notwithstanding The provisions of this Section 6(c) shall survive the foregoing, in no event except as provided pursuant to Section 12 herein shall the Employee receive payment expiration of his salary in accordance with Section 2 herein and the cost of applicable benefits for a period of more than twelve months from the date of termination of employment without Just Cause. To receive compensation under this section, employee agrees not to be employed at any financial institution, which maintains offices within Xxxxxx County while receiving such compensation. Such employment will result in employee forfeiting any remaining compensation as described in this sectionAgreement. (d) If the Employee is removed and/or permanently prohibited from participating in the conduct of The Killbuck Savings Bank Company’s affairs by an order issued under Section 8 (e) (4) or 8 (g) (1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818 (e) (4) and (g) (1)), all obligations of The Killbuck Savings Bank Company under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the parties shall not be affected. (e) If The Killbuck Savings Bank Company is in default (as defined in Section 3 (x) (1) of FDIA) all obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (f) All obligations under this Agreement shall be terminated, except as to the extent determined that continuation of this Agreement is necessary for the continued operation of The Killbuck Savings Bank Company (i) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of The Killbuck Savings Bank Company under the authority contained in Section 13 (c) of FDIA; or (ii) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Superintendent of the Division of Financial Institutions, or his designee, approves a supervisory merger to resolve problems related to operation of The Killbuck Savings Bank Company or when The Killbuck Savings Bank Company is determined by the Superintendent of the Division of Financial Institutions to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (g) The voluntary termination by the Employee Executive during the term of this Agreement with the delivery of no less than 60 days written notice to the Board of Directors, other than pursuant to Section 12 (b) 9(b), in which case the Employee Executive shall be entitled to receive only the compensation, vested rights, and all employee benefits up to the date of such termination. (h) Notwithstanding anything herein to the contrary, any payments made to the Employee pursuant to the Agreement or otherwise, shall be subject to and conditioned upon compliance with 12 USC Sec. 1828 (k) and any regulations promulgated thereunder.

Termination and Termination Pay. The Employee’s 's employment under this Agreement shall be terminated upon any of the following occurrences: (a) The death of the Employee during the term of this Agreement, in which event the Employee’s 's estate shall be entitled to receive the compensation due the Employee through the last day of the third calendar month following the month in which Employee’s 's death shall have occurred. (b) The Board of Directors may terminate the Employee’s 's employment at any time, but any termination by the Board of Directors other than termination for Just Cause, shall not prejudice the Employee’s 's right to compensation or other benefits under the Agreement. The Employee shall have no right to receive compensation or other benefits for any period after termination for Just Cause. Termination for “"Just Cause” " shall include termination because of the Employee’s 's personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of the Agreement. (c) Except as provided pursuant to Section 12 herein, in the event Employee’s 's employment under this Agreement is terminated by the Board of Directors without Just Cause, The Killbuck Savings the Bank Company shall be obligated to continue to pay the Employee the salary provided pursuant to Section 2 herein, up to the date of termination of the Term term (including any renewal term) of this Agreement and the cost of Employee obtaining all health, life, disability, and other benefits which the Employee would be eligible to participate in through such date based upon the benefit levels substantially equal to those being provided Employee at the date of termination of employment. Notwithstanding the foregoing, in no event except as provided pursuant to Section 12 herein shall the Employee receive payment of his salary in accordance with Section 2 herein and the cost of applicable benefits for a period of more than twelve months from the date of termination of employment without Just Cause. To receive compensation under this section, employee agrees not to be employed at any financial institution, which maintains offices within Xxxxxx County while receiving such compensation. Such employment will result in employee forfeiting any remaining compensation as described in this section. (d) If the Employee is removed and/or permanently prohibited from participating in the conduct of The Killbuck Savings Bank Company’s the Bank's affairs by an order issued under Section 8 (eSections 8(e) (4) or 8 (g) (1) of the Federal Deposit Insurance Act (“"FDIA”") (12 U.S.C. 1818 (e) (4) and (g) (1)) ), all obligations of The Killbuck Savings the Bank Company under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the parties shall not be affected. (e) If The Killbuck Savings the Bank Company is in default (as defined in Section 3 (x) (1) of FDIA) all obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (f) All obligations under this Agreement shall be terminated, except as to the extent determined that continuation of this Agreement is necessary for the continued operation of The Killbuck Savings Bank Company the Bank: (i) by the Superintendent Georgia Department of the Division of Financial InstitutionsBanking and Finance, or his their designee, at the time that the Federal Deposit Insurance Corporation (“"FDIC”") or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of The Killbuck Savings the Bank Company under the authority contained in Section 13 (c) of FDIA; or (ii) by the Superintendent Director of the Division of Financial InstitutionsFDIC, or his or her designee, at the time that the Superintendent Director of the Division of Financial InstitutionsFDIC, or his designee, or her designee approves a supervisory merger to resolve problems related to operation of The Killbuck Savings the Bank Company or when The Killbuck Savings the Bank Company is determined by the Superintendent Director of the Division of Financial Institutions FDIC to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (g) The voluntary termination by the Employee during the term of this Agreement with the delivery of no less than 60 days written notice to the Board of Directors, other than pursuant to Section 12 (b) ), in which case the Employee shall be entitled to receive only the compensation, vested rights, and all employee benefits up to the date of such termination. (h) Notwithstanding anything herein to the contrary, any payments made to the Employee pursuant to the Agreement Agreement, or otherwise, shall be subject to and conditioned upon compliance with 12 USC Sec. 1828 (k) and any regulations promulgated thereunder.

Termination and Termination Pay. The Employee’s employment under this Agreement shall may be terminated upon any of the following occurrences: (a) The death of the Employee during the term of this Agreement, in which event the Employee’s estate shall be entitled to receive (i) the compensation due the Employee through the last day of the third calendar month following the month in which Employee’s death shall have occurred, (ii) pro rata payment of all bonuses or incentive payments earned or to be awarded for such calendar year, and (iii) all accrued and vested rights Employee may have under the Company’s employee benefit plans, including any stock options or other compensation plans or as otherwise required by law (the “Accrued Rights”). (b) The Board of Directors Company may terminate the Employee’s employment at any time, but any termination by the Board of Directors Company other than termination for Just Cause, as defined below, shall not prejudice the Employee’s right to compensation or other benefits under the this Agreement. The Employee shall have no right to receive compensation or other benefits for any period after termination for Just Cause, except for the Accrued Rights. Termination shall be for “Just Cause” shall include termination because if the Employee (i) has been convicted of a felony; (ii) has intentionally engaged in conduct that is demonstrably and materially injurious to the Company, monetarily or otherwise; (iii) commits an act of fraud or embezzlement against the Company or any affiliate thereof; (iv) engages in intentional misconduct as an executive of the Company, including, but not limited to, knowing and intentional violation of material written policies of the Company; (v) is grossly negligent in the performance of his/her duties for the Company; or (vi) willfully fails to follow a direct and lawful directive from his/her supervisor or the Board within the scope of the Employee’s personal dishonestyduties, incompetencewhich failure is not cured to the satisfaction of the Board within ten (10) days; provided, willful misconducthowever, breach that no termination of fiduciary duty involving personal profitEmployee’s employment shall be for Just Cause under clause (ii), intentional (iv), or (v) above until: (A) there shall have been delivered to the Employee a copy of a written notice setting forth that the Employee engaged in the conduct set forth in the relevant clause and specifying the particulars thereof in detail; (B) the Employee shall have been provided an opportunity to be heard by the Board (with the assistance of Employee’s counsel if the Employee so desires); and (C) such conduct is not discontinued or otherwise cured (if curable) within a reasonable period of time after receipt of the written notice provided in clause (A). No act or failure to act on the Employee’s part shall be considered “intentional” unless he/she has acted or failed to act with an absence of good faith and without a reasonable belief that his/her action or failure to act was in the best interest of the Company. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform stated dutiesby the Employee after notice of termination has been given by the Employee will constitute Just Cause for purposes of this Agreement. The Company may determine whether Just Cause exists at any time, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of the Agreementeven retroactively after Employee’s employment has been terminated. (c) Except as provided pursuant to Section 12 11 herein, in the event Employee’s employment under this Agreement is terminated by the Board of Directors Company without Just Cause, The Killbuck Savings Bank Company RCC shall be obligated to continue to pay the Employee (i) the salary provided pursuant to Section 2 herein, up to the date of termination of the Term term (including any renewal termextension of the term pursuant to Section 5 above) of this Agreement and (such period being the cost “Severance Period”), (ii) a pro rata payment equal to the Employee’s target short-term incentive for the year of Employee obtaining all health, life, disabilitysuch termination, and other benefits which the Employee would be eligible to participate in through such date based upon the benefit levels substantially equal to those being provided Employee at the date of termination of employment(iii) all Accrued Rights. Notwithstanding the foregoing, in no event except shall the Severance Period be less than twenty-four (24) months following the date of termination of employment. (d) Except as provided pursuant to Section 12 herein shall the Employee receive payment of his salary in accordance with Section 2 herein and the cost of applicable benefits for a period of more than twelve months from the date of termination of employment without Just Cause. To receive compensation under this section11 herein, employee agrees not to be employed at any financial institution, which maintains offices within Xxxxxx County while receiving such compensation. Such employment will result in employee forfeiting any remaining compensation as described in this section. (d) If the Employee is removed and/or permanently prohibited from participating in the conduct of The Killbuck Savings Bank Company’s affairs by an order issued under Section 8 (e) (4) or 8 (g) (1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818 (e) (4) and (g) (1)), all obligations of The Killbuck Savings Bank Company under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the parties shall not be affected. (e) If The Killbuck Savings Bank Company is in default (as defined in Section 3 (x) (1) of FDIA) all obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (f) All obligations under this Agreement shall be terminated, except as to the extent determined that continuation of this Agreement is necessary for the continued operation of The Killbuck Savings Bank Company (i) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of The Killbuck Savings Bank Company under the authority contained in Section 13 (c) of FDIA; or (ii) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Superintendent of the Division of Financial Institutions, or his designee, approves a supervisory merger to resolve problems related to operation of The Killbuck Savings Bank Company or when The Killbuck Savings Bank Company is determined by the Superintendent of the Division of Financial Institutions to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (g) The voluntary termination by the Employee during the term of this Agreement with Agreement, Employee may terminate his/her employment for Good Reason and such termination shall be treated as if Employee’s employment were terminated by the delivery of no less than 60 days written notice Company without Just Cause entitling Employee to the Board benefits under Section 9(c) of Directors, other than pursuant to Section 12 (b) in which case this Agreement. “Good Reason” for termination of employment by the Employee shall be entitled the occurrence of any of the following events, which have not been consented to receive only by the compensation, vested rights, and all employee benefits up to the date of such termination. (h) Notwithstanding anything herein to the contrary, any payments made to the Employee pursuant to the Agreement or otherwise, shall be subject to and conditioned upon compliance with 12 USC Sec. 1828 (k) and any regulations promulgated thereunder.Employee:

Termination and Termination Pay. The Employee’s 's employment under this Agreement shall be terminated upon any of the following occurrences: (a) The death of the Employee during the term of this Agreement, in which event the Employee’s 's estate shall be entitled to receive the compensation due the Employee through the last day of the third calendar month following the month in which Employee’s 's death shall have occurred. (b) The Board of Directors may terminate the Employee’s 's employment at any time, but any termination by the Board of Directors other than termination for Just Cause, shall not prejudice the Employee’s 's right to compensation or other benefits under the Agreement. The Employee shall have no right to receive compensation or other benefits for any period after termination for Just Cause. Termination for “"Just Cause” " shall include termination because of the Employee’s 's personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of the Agreement. (c) Except as provided pursuant to Section 12 herein, in the event Employee’s 's employment under this Agreement is terminated by the Board of Directors without Just Cause, The Killbuck Savings the Bank Company shall be obligated to continue to pay the Employee the salary provided pursuant to Section 2 herein, up to the date of termination of the Term (including any renewal term) term of this Agreement and the cost of Employee obtaining all health, life, disability, life and other disability benefits which the Employee would be eligible to participate in through such for a period equal to the remaining term of the Agreement, but in no event for as period of less than one year from the date of termination of employment, based upon the benefit levels substantially equal to those being provided Employee at the date of termination of employment. Notwithstanding the foregoing, in no event except as provided pursuant to Section 12 herein shall the Employee receive payment of his salary in accordance with Section 2 herein and the cost of applicable benefits for a period of more than twelve months from the date of termination of employment without Just Cause. To receive compensation under this section, employee agrees not to be employed at any financial institution, which maintains offices within Xxxxxx County while receiving such compensation. Such employment will result in employee forfeiting any remaining compensation as described in this section. (d) If the Employee is removed and/or permanently prohibited from participating in the conduct of The Killbuck Savings Bank Company’s the Bank's affairs by an order issued under Section 8 (e) (4Sections 8(e)(4) or 8 (g) (18(g)(1) of the Federal Deposit Insurance Act (“"FDIA”") (12 U.S.C. 1818 (e) (41818(e)(4) and (g) (1g)(1)), all obligations of The Killbuck Savings the Bank Company under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the parties shall not be affected. (e) If The Killbuck Savings the Bank Company is in default (as defined in Section 3 (x) (13(x)(1) of FDIA) all obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (f) All obligations under this Agreement shall be terminated, except as to the extent determined that continuation of this Agreement is necessary for the continued operation of The Killbuck Savings Bank Company the Bank: (i) by the Superintendent Director of the Division Office of Financial InstitutionsThrift Supervision ("Director of OTS"), or his or her designee, at the time that the Federal Deposit Insurance Corporation (“"FDIC”") or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of The Killbuck Savings the Bank Company under the authority contained in Section 13 (c13(c) of FDIA; or (ii) by the Superintendent Director of the Division of Financial InstitutionsOTS, or his or her designee, at the time that the Superintendent Director of the Division of Financial InstitutionsOTS, or his designee, or her designee approves a supervisory merger to resolve problems related to operation of The Killbuck Savings the Bank Company or when The Killbuck Savings the Bank Company is determined by the Superintendent Director of the Division of Financial Institutions OTS to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (g) The voluntary termination by the Employee during the term of this Agreement with the delivery of no less than 60 days written notice to the Board of Directors, other than pursuant to Section 12 (b) 12(b), in which case the Employee shall be entitled to receive only the compensation, vested rights, and all employee benefits up to the date of such termination. (h) Notwithstanding anything herein to the contrary, any payments made to the Employee pursuant to the Agreement Agreement, or otherwise, shall be subject to and conditioned upon compliance with 12 USC Sec. 1828 (kss.1828(k) and any regulations promulgated thereunder.

Termination and Termination Pay. The Employee’s 's employment under this Agreement shall be terminated upon any of the following occurrences: (a) The death of the Employee during the term of this Agreement, in which event the Employee’s 's estate shall be entitled to receive the compensation due the Employee through the last day of the third calendar month following which is three (3) months after the month in which Employee’s death shall have occurred's death. (b) The Board of Directors may terminate the Employee’s 's employment at any time, but any termination by the Board of Directors other than termination for Just Cause, shall not prejudice the Employee’s 's right to compensation or other benefits under the Agreement. The Employee shall have no right to receive compensation or other benefits for any period after termination for Just Cause. Termination for “"Just Cause” " shall include termination because of the Employee’s 's personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of the Agreement. (c) Except as provided pursuant to Section 12 herein, in the event Employee’s 's employment under this Agreement is terminated by the Board of Directors without Just Cause, The Killbuck Savings the Bank Company shall be obligated to continue to pay the Employee the salary provided pursuant to Section 2 herein, up to the date of termination of the Term term (including any renewal term) of this Agreement and the cost of Employee obtaining all health, life, disability, and other benefits which the Employee would be eligible to participate in through such date based upon the benefit levels substantially equal to those being provided Employee at the date of termination of employment. Notwithstanding the foregoing, in no event except as provided pursuant to Section 12 herein shall the Employee receive payment of his salary in accordance with Section 2 herein and the cost of applicable benefits for a period of more than twelve months from the date of termination of employment without Just Cause. To receive compensation under this section, employee agrees not to be employed at any financial institution, which maintains offices within Xxxxxx County while receiving such compensation. Such employment will result in employee forfeiting any remaining compensation as described in this section. (d) If the Employee is removed and/or permanently prohibited from participating in the conduct of The Killbuck Savings Bank Company’s the Bank's affairs by an order issued under Section 8 (e) (4Sections 8(e)(4) or 8 (g) (18(g)(1) of the Federal Deposit Insurance Act (“"FDIA”") (12 U.S.C. 1818 (e) (41818(e)(4) and (g) (1g)(1)), all obligations of The Killbuck Savings the Bank Company under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the parties shall not be affected. (e) If The Killbuck Savings the Bank Company is in default (as defined in Section 3 (x) (13(x)(1) of FDIA) all obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (f) All obligations under this Agreement shall be terminated, except as to the extent determined that continuation of this Agreement is necessary for the continued operation of The Killbuck Savings Bank Company the Bank: (i) by the Superintendent Director of the Division Office of Financial InstitutionsThrift Supervision ("Director of OTS"), or his or her designee, at the time that the Federal Deposit Insurance Corporation (“"FDIC”") or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of The Killbuck Savings the Bank Company under the authority contained in Section 13 (c13(c) of FDIA; or (ii) by the Superintendent Director of the Division of Financial InstitutionsOTS, or his or her designee, at the time that the Superintendent Director of the Division of Financial InstitutionsOTS, or his designee, or her designee approves a supervisory merger to resolve problems related to operation of The Killbuck Savings the Bank Company or when The Killbuck Savings the Bank Company is determined by the Superintendent Director of the Division of Financial Institutions OTS to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (g) The voluntary termination by the Employee during the term of this Agreement with the delivery of no less than 60 days written notice to the Board of Directors, other than pursuant to Section 12 (b) 12(b), in which case the Employee shall be entitled to receive only the compensation, vested rights, and all employee benefits up to the date of such termination. (h) Notwithstanding anything herein to the contrary, any payments made to the Employee pursuant to the Agreement Agreement, or otherwise, shall be subject to and conditioned upon compliance with 12 USC Sec. 1828 (kss.1828(k) and any regulations promulgated thereunder.

Termination and Termination Pay. (a) The EmployeeOfficer’s employment under this Agreement shall be terminated upon any of the following occurrences: (a) The death of the Employee Officer during the term of this Agreement, in which event event, the EmployeeOfficer’s estate shall be entitled to receive the compensation due the Employee Officer through the last day of the third calendar month following the month in which Employeethe Officer’s death shall have occurredoccurred and for a period of one month thereafter. (b) The Board Officer’s employment under this Agreement may be terminated at any time by the Officer upon 60 days’ written notice to the Directors. Upon such termination, the Officer shall be entitled to receive compensation through the effective date of such termination. (c) The Directors may terminate the EmployeeOfficer’s employment at any time, but any termination by the Board of Directors Directors, other than termination for Just Cause, shall not prejudice the EmployeeOfficer’s right to compensation or other benefits under the this Agreement. The Employee Bank shall provide written notice specifying the grounds for termination for Cause. The Officer shall have no right to receive compensation or other benefits for any period after termination for Just Cause. Termination for “Just Cause” Cause shall include termination because of the EmployeeOfficer’s personal dishonestydishonesty or moral turpitude, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule rule, or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of this Agreement. Notwithstanding such termination, the Agreementobligations under Paragraph 6(c) shall survive any termination of employment. (cd) Except as provided pursuant Subject to Section 12 hereinthe Bank’s obligations and the Officer’s rights under (i) Title I of the Americans with Dxxxxxxxxxxx Xxx, in §000 of the event EmployeeRehabilitation Act, and the Family and Medical Leave Act, and to (ii) the vacation leave, disability leave, sick leave and any other leave policies of the Bank, the Officer’s employment under this Agreement is terminated by the Board of Directors without Just Cause, The Killbuck Savings Bank Company automatically shall be obligated to continue to pay the Employee the salary provided pursuant to Section 2 herein, up to the date of termination of the Term (including any renewal term) of this Agreement and the cost of Employee obtaining all health, life, disability, and other benefits which the Employee would be eligible to participate in through such date based upon the benefit levels substantially equal to those being provided Employee at the date of termination of employment. Notwithstanding the foregoing, in no event except as provided pursuant to Section 12 herein shall the Employee receive payment of his salary in accordance with Section 2 herein and the cost of applicable benefits for a period of more than twelve months from the date of termination of employment without Just Cause. To receive compensation under this section, employee agrees not to be employed at any financial institution, which maintains offices within Xxxxxx County while receiving such compensation. Such employment will result in employee forfeiting any remaining compensation as described in this section. (d) If the Employee is removed and/or permanently prohibited from participating terminated in the conduct of The Killbuck Savings Bank Company’s affairs by an order issued under Section 8 (e) (4) or 8 (g) (1) of event the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818 (e) (4) and (g) (1)), all obligations of The Killbuck Savings Bank Company under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the parties shall not be affected. (e) If The Killbuck Savings Bank Company is in default (as defined in Section 3 (x) (1) of FDIA) all obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (f) All obligations under this Agreement shall be terminated, except as to the extent determined that continuation of this Agreement is necessary for the continued operation of The Killbuck Savings Bank Company (i) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of The Killbuck Savings Bank Company under the authority contained in Section 13 (c) of FDIA; or (ii) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Superintendent of the Division of Financial Institutions, or his designee, approves a supervisory merger to resolve problems related to operation of The Killbuck Savings Bank Company or when The Killbuck Savings Bank Company is determined by the Superintendent of the Division of Financial Institutions to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (g) The voluntary termination by the Employee Officer becomes disabled during the term of this Agreement with and it is determined by the delivery Bank that the Officer is unable to perform the essential functions of no less than 60 the Officer’s job under this Agreement for ninety (90) business days written notice to or more during any 12-month period. Upon any such termination, the Board of Directors, other than pursuant to Section 12 (b) in which case the Employee Officer shall be entitled to receive only any compensation the compensation, vested rights, and all employee benefits up Officer shall have earned prior to the date of such termination. (h) Notwithstanding anything herein termination but which remains unpaid, and shall be entitled to any payments provided under any disability income plan of the Bank which is applicable to the contrary, Officer. In the event of any payments made disagreement between the Officer and the Bank as to whether the Employee Officer is physically or mentally incapacitated such as will result in the termination of the Officer’s employment pursuant to this Paragraph 8(d), the Agreement or otherwise, question of such incapacity shall be subject submitted to an impartial physician licensed to practice medicine in North Carolina for determination and conditioned upon compliance with 12 USC Secwho will be selected by mutual agreement of the Officer and the Bank, or failing such agreement, by two (2) physicians (one (1) of whom shall be selected by the Bank and the other by the Officer), and such determination of the question of such incapacity by such physician or physicians shall be final and binding on the Officer and the Bank. 1828 (k) The Bank shall pay the reasonable fees and expenses of such physician or physicians in making any regulations promulgated thereunderdetermination required under this Paragraph 8(d).

Termination and Termination Pay. (a) The EmployeeOfficer’s employment under this Agreement shall be terminated upon any of the following occurrences: (a) The death of the Employee Officer during the term of this AgreementTerm, in which event event, the EmployeeOfficer’s estate shall be entitled to receive the compensation due the Employee Officer through the last day of the third calendar month following the month in which Employeethe Officer’s death shall have occurredoccurred and for a period of one month thereafter, along with reimbursement for any unreimbursed business expenses incurred through the date of termination and supported by reasonable substantiation and documentation in accordance with applicable Bank policies. (b) The Officer may terminate his employment under this Agreement at any time upon sixty (60) days’ prior written notice to the Board. The Bank, at its sole election, may relieve the Officer of his duties and pay the Officer his current Base Salary in lieu of all or a portion of such notice period. Upon such termination, the Officer shall be entitled to receive compensation through the effective date of such termination along with reimbursement for any unreimbursed business expenses incurred through the date of termination and supported by reasonable substantiation and documentation in accordance with Bank policies (such amounts collectively the “Accrued Benefits”). (c) The Board of Directors may terminate the EmployeeOfficer’s employment at any timetime and for any reason in the absence of “Cause” as defined below. Upon a termination without Cause, the Officer will be entitled to receive (i) the Accrued Benefits, and (ii) continued payment of the Officer’s then-current Base Salary through the end of the Term (the “Separation Pay”). The Bank’s obligation to provide the Separation Pay is expressly conditioned upon the Officer’s execution and delivery of a general release of claims against the Bank, the Company, and their affiliates in a form acceptable to the Bank (the “Release”). The Release must be executed and delivered (and no longer subject to revocation, if applicable) within sixty (60) days following termination. The Separation Pay will be payable to the Officer over time in accordance with the Bank’s payroll practices and procedures beginning on the sixtieth (60th) day following the termination of the Officer’s employment with the Bank, provided that the first installment will include all installments that would have been paid if the payments had begun immediately following the date of termination. (d) The Board may terminate the Officer’s employment for Cause immediately upon written notice specifying the grounds for a termination for Cause. Upon a termination for Cause, the Officer will be entitled to receive the Accrued Benefits, but any termination by the Board of Directors other than termination for Just Cause, shall not prejudice the Employee’s right to compensation or other benefits under the Agreement. The Employee Officer shall have no right to receive compensation or other benefits for any period after termination for Just Cause. Termination For the purpose of this Agreement, a termination for “Just Cause” Cause shall include termination because of the Employee’s Officer’s: (i) personal dishonesty, incompetence, dishonesty or moral turpitude; (ii) incompetence in the performance of his duties; (iii) willful misconduct, ; (iv) breach of fiduciary duty involving personal profit, intentional ; (v) willful failure or refusal to perform stated duties, duties or failure to follow any specific lawful instructions of the Board; (vi) willful violation of any law, rule rule, or regulation (other than minor traffic violations or similar minor offenses); (vii) removal from office or final cease-and-desist order, or material breach of any provision of the Agreement. (c) Except as provided pursuant to Section 12 herein, in the event Employee’s employment under this Agreement is terminated by the Board of Directors without Just Cause, The Killbuck Savings Bank Company shall be obligated to continue to pay the Employee the salary provided pursuant to Section 2 herein, up to the date of termination of the Term (including any renewal term) of this Agreement and the cost of Employee obtaining all health, life, disability, and other benefits which the Employee would be eligible to participate in through such date based upon the benefit levels substantially equal to those being provided Employee at the date of termination of employment. Notwithstanding the foregoing, in no event except as provided pursuant to Section 12 herein shall the Employee receive payment of his salary in accordance with Section 2 herein and the cost of applicable benefits for a period of more than twelve months from the date of termination of employment without Just Cause. To receive compensation under this section, employee agrees not to be employed at any financial institution, which maintains offices within Xxxxxx County while receiving such compensation. Such employment will result in employee forfeiting any remaining compensation as described in this section. (d) If the Employee is removed and/or permanently prohibited permanent prohibition from participating in the conduct of The Killbuck Savings Bank CompanyBank’s affairs by an order issued under Section 8 (e) (4section 8(e)(4) or 8 (g) (1g)(1) of the Federal Deposit Insurance Act (“FDIA”) (Act, 12 U.S.C. 1818 1818(e)(4) or (eg)(1); (viii) being excluded from coverage, or having coverage limited as compared to other executives of the Bank, under the Bank’s (4) and (g) (1)), all obligations of The Killbuck Savings Bank Company under this Agreement shall terminateor, as applicable, the Company’s) blanket bond or other fidelity or insurance policy covering its directors, officers, or employee; or (ix) material breach of the effective date any provision of the order, but the vested rights of the parties shall not be affectedthis Agreement. (e) If The Killbuck Savings Bank Company is in default Subject to the Bank’s obligations and the Officer’s rights under (i) Title I of the Americans with Xxxxxxxxxxxx Xxx, §000 of the Rehabilitation Act, and the Family and Medical Leave Act, and to (ii) the vacation leave, disability leave, sick leave and any other leave policies of the Bank, the Board may terminate the Officer’s employment upon written notice as defined in Section 3 (x) (1) a result of FDIA) all obligations the Officer’s Disability. As used herein, the term “Disability” means the Officer’s inability to perform the essential functions of the Officer’s job under this Agreement shall terminate with or without a reasonable accommodation for sixty (60) business days or more (which need not be consecutive) during any 12-month period as a result of the date condition of defaulthis physical, but this paragraph mental or emotional health. The determination of whether a Disability exists will be made by the Board in good faith, and may be based upon information supplied by a reputable physician retained by the Bank for such purpose; provided that the Officer shall not affect any vested rights of the contracting parties. (f) All obligations under this Agreement shall be terminated, except cooperate fully with such physician to permit such physician to make an accurate determination as to any incapacity or disability. Upon any such termination, the extent determined that continuation of this Agreement is necessary for the continued operation of The Killbuck Savings Bank Company (i) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of The Killbuck Savings Bank Company under the authority contained in Section 13 (c) of FDIA; or (ii) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Superintendent of the Division of Financial Institutions, or his designee, approves a supervisory merger to resolve problems related to operation of The Killbuck Savings Bank Company or when The Killbuck Savings Bank Company is determined by the Superintendent of the Division of Financial Institutions to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (g) The voluntary termination by the Employee during the term of this Agreement with the delivery of no less than 60 days written notice to the Board of Directors, other than pursuant to Section 12 (b) in which case the Employee Officer shall be entitled to receive only any compensation the compensation, vested rights, and all employee benefits up Officer shall have earned prior to the date of such termination. (h) Notwithstanding anything herein termination but which remains unpaid, and shall be entitled to any payments provided under any disability income plan of the Bank which is applicable to the contrary, any payments made to the Employee pursuant to the Agreement or otherwise, shall be subject to and conditioned upon compliance with 12 USC Sec. 1828 (k) and any regulations promulgated thereunderOfficer.

Termination and Termination Pay. The Employee’s 's employment under this Agreement shall be terminated upon any of the following occurrences: (a) The death of the Employee during the term of this Agreement, in which event the Employee’s 's estate shall be entitled to receive the compensation due the Employee through the last day of the third calendar month following the month in which Employee’s 's death shall have occurred. (b) The Board of Directors may terminate the Employee’s 's employment at any time, but any termination by the Board of Directors other than termination for Just Cause, shall not prejudice the Employee’s 's right to compensation or other benefits under the Agreement, except as specified at Section 8(c) hereinafter. The Employee shall have no right to receive compensation or other benefits for any period after termination for Just Cause. Termination for “"Just Cause” " shall include termination because of the Employee’s 's personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, an extreme fiscal exigency affecting the Bank (such as insolvency) or material breach of any provision of the Agreement. (c) Except as provided pursuant to Section 12 11 herein, in the event Employee’s 's employment under this Agreement is terminated by the Board of Directors without Just Cause, The Killbuck Savings the Bank Company shall be obligated to continue to pay the Employee the salary provided pursuant to Section 2 herein, up for a period of twelve (12) months thereafter, without regard to the date of termination of the Term (including any renewal term) term of this Agreement and Agreement. Additionally, Employee shall be compensated or reimbursed for the cost of Employee obtaining all health, life, disability, and other benefits which the Employee and his dependents would be eligible to participate in through such date for a period of six months based upon the benefit levels substantially equal to those being provided Employee at the date of termination of employment. Notwithstanding At the foregoingelection of the Employee, such compensation to be paid hereunder shall be paid in no event except as provided pursuant to Section 12 herein shall the Employee receive payment a lump-sum amount within 30 days of his salary such termination discounted in accordance with Section 2 herein and 11(a) herein; in which case the cost benefit continuations noted above shall not be applicable, except to the extent as may be required by law or the policies of applicable benefits for a period of more than twelve months from the date of termination of employment without Just Cause. To receive compensation under this section, employee agrees not to be employed at any financial institution, which maintains offices within Xxxxxx County while receiving such compensation. Such employment will result in employee forfeiting any remaining compensation as described in this sectionSavings Bank. (d) If the Employee is removed and/or permanently prohibited from participating in the conduct of The Killbuck Savings Bank Company’s the Bank's affairs by an order issued under Section 8 (e) (4Sections 8(e)(4) or 8 (g) (18(g)(1) of the Federal Deposit Insurance Act (“"FDIA”") (12 U.S.C. 1818 (e) (41818(e)(4) and (g) (1g)(1)), all obligations of The Killbuck Savings the Bank Company under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the parties shall not be affected. (e) If The Killbuck Savings the Bank Company is in default (as defined in Section 3 (x) (13(x)(1) of FDIA) all obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (f) All obligations under this Agreement shall be terminated, except as to the extent determined that continuation of this Agreement is necessary for the continued operation of The Killbuck Savings Bank Company the Bank: (i) by the Superintendent Director of the Division Office of Financial InstitutionsThrift Supervision ("Director of OTS"), or his or her designee, at the time that the Federal Deposit Insurance Corporation (“"FDIC”") or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of The Killbuck Savings the Bank Company under the authority contained in Section 13 (c13(c) of FDIA; or (ii) by the Superintendent Director of the Division of Financial InstitutionsOTS, or his or her designee, at the time that the Superintendent Director of the Division of Financial InstitutionsOTS, or his designee, or her designee approves a supervisory merger to resolve problems related to operation of The Killbuck Savings the Bank Company or when The Killbuck Savings the Bank Company is determined by the Superintendent Director of the Division of Financial Institutions OTS to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (g) The voluntary termination by the Employee during the term of this Agreement with the delivery of no less than 60 days written notice to the Board of Directors, other than pursuant to Section 12 (b) 11(b), in which case the Employee shall be entitled to receive only the compensation, vested rights, and all employee benefits up to the date of such termination. (h) Notwithstanding anything herein to the contrary, any payments made to the Employee pursuant to the Agreement Agreement, or otherwise, shall be subject to and conditioned upon compliance with 12 USC Sec. 1828 (kU.S.C. ss.1828(k) and any regulations promulgated thereunder.

Termination and Termination Pay. The Employee’s 's employment under this Agreement shall be terminated upon any of the following occurrences: (a) The death of the Employee during the term of this Agreement, in which event the Employee’s 's estate shall be entitled to receive the compensation due the Employee through the last day of the third calendar month following the month in which Employee’s 's death shall have occurred. (b) The Board of Directors may terminate the Employee’s 's employment at any time, but any termination by the Board of Directors other than termination for Just Cause, shall not prejudice the Employee’s 's right to compensation or other benefits under the Agreement. The Employee shall have no right to receive compensation or other benefits for any period after termination for Just Cause. Termination for “"Just Cause” " shall include termination because of the Employee’s 's personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of the Agreement. (c) Except as provided pursuant to Section 12 herein, in the event Employee’s 's employment under this Agreement is terminated by the Board of Directors without Just Cause, The Killbuck Savings Bank Company the Association shall be obligated to continue to pay the Employee the salary provided pursuant to Section 2 herein, up to the date of termination of the Term (including any renewal term) of this Agreement and the cost of Employee obtaining all health, life, disability, and other benefits which the Employee would be eligible to participate in through such date based upon the benefit levels substantially equal to those being provided Employee at the date of termination of employment. Notwithstanding the foregoing, in no event except as provided pursuant to Section 12 herein shall the Employee receive payment of his salary in accordance with Section 2 herein and the cost of applicable benefits for a period of more less than twelve months from the date of termination of employment without Just Cause. To receive compensation under this section, employee agrees not to be employed at any financial institution, which maintains offices within Xxxxxx County while receiving such compensation. Such employment will result in employee forfeiting any remaining compensation as described in this section. (d) If the Employee is removed and/or permanently prohibited from participating in the conduct of The Killbuck the Savings Bank Company’s Association's affairs by an order issued under Section 8 (e) (4Sections 8(e)(4) or 8 (g) (18(g)(1) of the Federal Deposit Insurance Act (“"FDIA”") (12 U.S.C. 1818 (e) (41818(e)(4) and (g) (1g)(1)), all obligations of The Killbuck the Savings Bank Company Association under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the parties shall not be affected. (e) If The Killbuck the Savings Bank Company Association is in default (as defined in Section 3 (x) (13(x)(1) of FDIA) all obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (f) All obligations under this Agreement shall be terminated, except as to the extent determined that continuation of this Agreement is necessary for the continued operation of The Killbuck the Savings Bank Company Association: (i) by the Superintendent Director of the Division Office of Financial InstitutionsThrift Supervision ("Director of OTS"), or his or her designee, at the time that the Federal Deposit Insurance Corporation (“"FDIC”") or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of The Killbuck the Savings Bank Company Association under the authority contained in Section 13 (c13(c) of FDIA; or (ii) by the Superintendent Director of the Division of Financial InstitutionsOTS, or his or her designee, at the time that the Superintendent Director of the Division of Financial InstitutionsOTS, or his designee, or her designee approves a supervisory merger to resolve problems related to operation of The Killbuck the Savings Bank Company Association or when The Killbuck the Savings Bank Company Association is determined by the Superintendent Director of the Division of Financial Institutions OTS to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (g) The voluntary termination by the Employee during the term of this Agreement with the delivery of no less than 60 days written notice to the Board of Directors, other than pursuant to Section 12 (b) 12(b), in which case the Employee shall be entitled to receive only the compensation, vested rights, and all employee benefits up to the date of such termination. (h) Notwithstanding anything herein to the contrary, any payments made to the Employee pursuant to the Agreement Agreement, or otherwise, shall be subject to and conditioned upon compliance with 12 USC Sec. 1828 (kss.1828(k) and any regulations promulgated thereunder.

Termination and Termination Pay. The Employee’s employment under Except as provided in Section 3(d), this Agreement may be terminated only as follows: (a) This Agreement shall be terminated upon any the death or disability of Sxxxx or his resignation or retirement from the following occurrences: (a) The death of the Employee Manager during the term Term of this Agreement; provided, however, that upon any termination of this Agreement by GAMC pursuant to this Section 10(a), the Manager's option under Section 8 shall continue in which effect for ninety (90) days after the date of termination. The disability of Sxxxx shall be deemed to have occurred if Sxxxx shall become disabled or incapacitated to the extent that he is unable to perform the duties of the Manager under this Agreement, by reason of a medically determinable physical or mental impairment, as determined by a doctor engaged by the Board of Directors of GAMC. In the event of termination pursuant to this Section 10(a), the Employee’s estate Manager shall be entitled to receive the compensation due to the Employee Manager through the last day of the third calendar month following the month in which Employee’s death Sxxxx'x death, disability, resignation or retirement shall have occurred, plus compensation provided for under this Agreement for two (2) additional months. The monthly compensation to be paid to the Manager pursuant to this Section 10(a) shall be determined by obtaining a monthly average of the compensation paid to the Manager for the most recent six (6) months prior to the date of Sxxxx'x death, disability, resignation or retirement. (b) The Board of Directors parties may terminate the Employee’s employment this Agreement at any time by mutual written consent. (c) The Manager may terminate this Agreement at any time, with or without cause, beginning June 30, 2005, but the Manager must provide thirty (30) days advance written notice to GAMC of any such termination. Upon such termination, the Manager shall be entitled to receive any Incentive Management Fee accrued through the date of termination and shall be obligated to reimburse any operating loss only through the date of termination, as the case may be, and any balance remaining in the Manager Escrow will be released, and any holdback referred to in Section 5, above, will be paid to the Manager within 30 days of termination of this Agreement. (d) GAMC may terminate this Agreement at any time for Just Cause (defined below); provided, however, that upon any termination of this Agreement by GAMC pursuant to this Section 10(d), the Board Manager's option under Section 8 shall continue in effect for sixty (60) days after the date of Directors other than termination. Termination shall be effected by giving the Manager written notice of termination, which shall state the date of termination, the grounds for termination, including whether such termination for is with or without Just Cause, shall not prejudice the Employee’s right to compensation or other benefits under the Agreement. The Employee Manager shall have no right to receive compensation or other benefits for any period after termination for Just Cause, but shall be entitled to all compensation accrued up until the date of termination. Termination for “"Just Cause” shall include termination because " is defined as any of the Employee’s following acts by the Manager or by Sxxxx: (i) material personal dishonesty, incompetence, willful misconduct, dishonesty or breach of fiduciary duty involving detrimental to the business and affairs of GAMC and which involves personal profit, ; (ii) willful continuing intentional failure to perform stated duties, legitimate duties as directed by GAMC policies and procedures or by the Board of Directors; (iii) willful violation of any law, rule or regulation (other than minor traffic violations or similar offensesviolations) or final cease-and-desist order, which violation is materially detrimental to the business and affairs of GAMC or material breach of any provision its parent company, the Bank; (iv) bankruptcy or insolvency; (v) willful conduct or behavior which materially violates applicable governmental rules or regulations relating to the mortgage banking business (including but not limited to rules or regulations of the Agreement. (c) Except as provided pursuant to Section 12 hereinDepartment of Housing and Urban Development, in the event Employee’s employment under this Agreement is terminated by the Board of Directors without Just Cause, The Killbuck Savings Bank Company shall be obligated to continue to pay the Employee the salary provided pursuant to Section 2 herein, up to the date of termination of the Term (including any renewal term) of this Agreement and the cost of Employee obtaining all health, life, disability, and other benefits which the Employee would be eligible to participate in through such date based upon the benefit levels substantially equal to those being provided Employee at the date of termination of employment. Notwithstanding the foregoing, in no event except as provided pursuant to Section 12 herein shall the Employee receive payment of his salary in accordance with Section 2 herein and the cost of applicable benefits for a period of more than twelve months from the date of termination of employment without Just Cause. To receive compensation under this section, employee agrees not to be employed at any financial institution, which maintains offices within Xxxxxx County while receiving such compensation. Such employment will result in employee forfeiting any remaining compensation as described in this section. (d) If the Employee is removed and/or permanently prohibited from participating in the conduct of The Killbuck Savings Bank Company’s affairs by an order issued under Section 8 (e) (4) or 8 (g) (1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818 (e) (4) and (g) (1)), all obligations of The Killbuck Savings Bank Company under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the parties shall not be affected. (e) If The Killbuck Savings Bank Company is in default (as defined in Section 3 (x) (1) of FDIA) all obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (f) All obligations under this Agreement shall be terminated, except as to the extent determined that continuation of this Agreement is necessary for the continued operation of The Killbuck Savings Bank Company (i) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) Housing Administration or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf Department of The Killbuck Savings Bank Company under the authority contained in Section 13 (c) of FDIAVeterans Affairs); or (iivi) by willful conduct or behavior which is detrimental to the Superintendent business affairs of GAMC which violates product loan origination practices or Canons of Ethics or Standards of Practice of the Division of Financial Institutions, or his designee, at the time that the Superintendent of the Division of Financial Institutions, or his designee, approves a supervisory merger to resolve problems related to operation of The Killbuck Savings Bank Company or when The Killbuck Savings Bank Company is determined by the Superintendent of the Division of Financial Institutions to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such actionMortgage Bankers Association. (g) The voluntary termination by the Employee during the term of this Agreement with the delivery of no less than 60 days written notice to the Board of Directors, other than pursuant to Section 12 (b) in which case the Employee shall be entitled to receive only the compensation, vested rights, and all employee benefits up to the date of such termination. (h) Notwithstanding anything herein to the contrary, any payments made to the Employee pursuant to the Agreement or otherwise, shall be subject to and conditioned upon compliance with 12 USC Sec. 1828 (k) and any regulations promulgated thereunder.

Termination and Termination Pay. The Employee’s 's employment under this Agreement shall be terminated upon any of the following occurrences: (a) The death of the Employee during the term of this Agreement, in which event the Employee’s 's estate shall be entitled to receive the compensation due the Employee through the last day of the third calendar month following the month in which Employee’s 's death shall have occurred. (b) The Board of Directors may terminate the Employee’s 's employment at any time, but any termination by the Board of Directors other than termination for Just Cause, shall not prejudice the Employee’s 's right to compensation or other benefits under the Agreement. The Employee shall have no right to receive compensation or other benefits for any period after termination for Just Cause. Termination for “"Just Cause” " shall include termination because of the Employee’s 's personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of the Agreement. (c) Except as provided pursuant to Section 12 herein, in the event Employee’s 's employment under this Agreement is terminated by the Board of Directors without Just Cause, The Killbuck Savings Bank Company the Association shall be obligated to continue to pay the Employee the salary provided pursuant to Section 2 herein, up herein in effect as of the date prior to the such date of termination of the Term (including any renewal term) employment for a period of this Agreement twenty-four months thereafter and the cost of Employee obtaining all health, life, disability, and other benefits which the Employee would be eligible to participate in through such date based upon the benefit levels substantially equal to those being provided Employee at the date of termination of employment. Notwithstanding the foregoing, in no event except as provided pursuant to Section 12 herein shall the Employee receive payment of his salary in accordance with Section 2 herein and the cost of applicable benefits for a period of more than twelve months from the date of termination of employment without Just Cause. To receive compensation under this section, employee agrees not to be employed at any financial institution, which maintains offices within Xxxxxx County while receiving such compensation. Such employment will result in employee forfeiting any remaining compensation as described in this section. (d) If the Employee is removed and/or permanently prohibited from participating in the conduct of The Killbuck Savings Bank Company’s the Association's affairs by an order issued under Section 8 (e) (4Sections 8(e)(4) or 8 (g) (18(g)(1) of the Federal Deposit Insurance Act (“"FDIA”") (12 U.S.C. 1818 (e) (41818(e)(4) and (g) (1g)(1)), all obligations of The Killbuck Savings Bank Company the Association under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the parties shall not be affected. (e) If The Killbuck Savings Bank Company the Association is in default (as defined in Section 3 (x) (13(x)(1) of FDIA) all obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (f) All obligations under this Agreement shall be terminated, except as to the extent determined that continuation of this Agreement is necessary for the continued operation of The Killbuck Savings Bank Company the Association: (i) by the Superintendent Director of the Division Office of Financial InstitutionsThrift Supervision ("Director of OTS"), or his or her designee, at the time that the Federal Deposit Insurance Corporation (“"FDIC”") or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of The Killbuck Savings Bank Company the Association under the authority contained in Section 13 (c13(c) of FDIA; or (ii) by the Superintendent Director of the Division of Financial InstitutionsOTS, or his or her designee, at the time that the Superintendent Director of the Division of Financial InstitutionsOTS, or his designee, or her designee approves a supervisory merger to resolve problems related to operation of The Killbuck Savings Bank Company the Association or when The Killbuck Savings Bank Company the Association is determined by the Superintendent Director of the Division of Financial Institutions OTS to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (g) The voluntary termination by the Employee during the term of this Agreement with the delivery of no less than 60 days written notice to the Board of Directors, other than pursuant to Section 12 (b) 12(b), in which case the Employee shall be entitled to receive only the compensation, vested rights, and all employee benefits up to the date of such termination. (h) Notwithstanding anything herein to the contrary, any payments made to the Employee pursuant to the Agreement Agreement, or otherwise, shall be subject to and conditioned upon compliance with 12 USC Sec. 1828 (kss.1828(k) and any regulations promulgated thereunder.

Termination and Termination Pay. The Employee’s employment under this Agreement shall may be terminated upon any of the following occurrences: (a) The By the death of the Employee during the term of this Agreement, in which event the Employee’s estate shall be entitled to receive the all compensation due the Employee through the last day of the third calendar month following the month employment in which Employee’s his death shall have occurred. (b) The Board At any time by a decision of Directors may terminate the Employee’s employment at any time, but any termination by Chief Executive Officer or the Board of Directors other than of the Bank for conduct not constituting Just Cause or by Employee, upon sixty (60) calendar days prior written notice to the Employee or the Bank, as the case may be. In the event of such termination by the Chief Executive Officer or the Board of Directors without Just Cause or by the Employee for Just CauseGood Reason, the Bank (i) shall not prejudice pay Employee a gross amount equal to one year of his Base Salary plus his target annual bonus, with such amount payable in substantially equal payments for twelve (12) months after termination in accordance with the EmployeeBank’s regular payroll practices; and (ii) shall cause to be continued the medical, dental, life and disability coverage (with continued life and disability coverages subject to the provisions of the Bank’s insurance contracts) substantially identical to the terms and coverage maintained by the Bank for Employee prior to severance for twelve (12) months after termination. Other benefits as indicated in Paragraph 6(b), (c) and (d) shall terminate immediately. In the event of termination of this Agreement by Employee without Good Reason, compensation and benefits will be terminated upon the proposed date of the employment termination or as may otherwise be determined by the Chief Executive Officer or the Board of Directors of the Bank. (c) The Bank reserves the right to compensation or other benefits under the Agreement. The Employee shall have no right to receive compensation or other benefits for terminate this Agreement at any period after termination time for Just Cause. Termination for “Just Cause” shall include mean termination because of for conduct materially injurious to the Bank including Employee’s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) ), willful misconduct, breach of a fiduciary duty, intentional failure to perform stated duties, willful violation of any administrative action issued by the Federal Deposit Insurance Corporation (or final cease-and-desist orderany other regulatory agency having jurisdiction over Employee or the Bank), or material breach of any other provision of the this Agreement. (c) Except as provided pursuant to Section 12 herein, in . In the event Employee’s employment under this Agreement is terminated by the Board of Directors without for Just Cause, The Killbuck Savings the Bank Company shall only be obligated to continue to pay the Employee the his salary provided pursuant to Section 2 herein, up to the date of termination. In the case of a termination of the Term (including any renewal term) of this Agreement and for Just Cause, the cost notice of termination given to Employee obtaining all health, life, disability, and other benefits which by the Bank shall include a listing of the reasons as to why the Employee would be eligible to participate in through such date based upon the benefit levels substantially equal to those being provided Employee at the date was guilty of termination of employment. Notwithstanding the foregoing, in no event except as provided pursuant to Section 12 herein shall the Employee receive payment of his salary in accordance with Section 2 herein and the cost of applicable benefits for a period of more than twelve months from the date of termination of employment without conduct constituting Just Cause. To receive compensation under this section, employee agrees not to be employed at any financial institution, which maintains offices within Xxxxxx County while receiving such compensation. Such employment will result in employee forfeiting any remaining compensation as described in this section. (d) If the Employee is removed and/or permanently prohibited from participating in the conduct of The Killbuck Savings Bank Company’s affairs by an order issued under Section 8 (e) (4) or 8 (g) (1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818 (e) (4) and (g) (1)), all obligations of The Killbuck Savings Bank Company under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the parties shall not be affected. (e) If The Killbuck Savings Bank Company is in default (as defined in Section 3 (x) (1) of FDIA) all obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (f) All obligations under this Agreement shall be terminated, except as to the extent determined that continuation of this Agreement is necessary for the continued operation of The Killbuck Savings Bank Company (i) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of The Killbuck Savings Bank Company under the authority contained in Section 13 (c) of FDIA; or (ii) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Superintendent of the Division of Financial Institutions, or his designee, approves a supervisory merger to resolve problems related to operation of The Killbuck Savings Bank Company or when The Killbuck Savings Bank Company is determined by the Superintendent of the Division of Financial Institutions to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (g) The voluntary termination by the Employee during the term of this Agreement with the delivery of no less than 60 days written notice to the Board of Directors, other than pursuant to Section 12 (b) in which case the Employee shall be entitled to receive only the compensation, vested rights, and all employee benefits up to the date of such termination. (h) Notwithstanding anything herein to the contrary, any payments made to the Employee pursuant to the Agreement or otherwise, shall be subject to and conditioned upon compliance with 12 USC Sec. 1828 (k) and any regulations promulgated thereunder.

Termination and Termination Pay. The Employee’s 's employment under this Agreement shall be terminated upon any of the following occurrences: (a) The death of the Employee during the term of this Agreement, in which event the Employee’s 's estate shall be entitled to receive the compensation due the Employee through the last day of the third calendar month following the month in which Employee’s 's death shall have occurred. (b) The Board of Directors may terminate the Employee’s 's employment at any time, but any termination by the Board of Directors other than termination for Just Cause, shall not prejudice the Employee’s 's right to compensation or other benefits under the Agreement. The Employee shall have no right to receive compensation or other benefits for any period after termination for Just Cause. Termination for “"Just Cause” " shall include termination because of the Employee’s 's personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of the Agreement. (c) Except as provided pursuant to Section 12 herein, in the event Employee’s 's employment under this Agreement is terminated by the Board of Directors without Just Cause, The Killbuck Savings the Bank Company shall be obligated to continue to pay the Employee the salary provided pursuant to Section 2 herein, up to the date herein in effect for a period of termination of the Term (including any renewal term) of this Agreement thirty-six months thereafter and the cost of Employee obtaining all health, life, disability, and other benefits which the Employee would be eligible to participate in through such date based upon the benefit levels substantially equal to those being provided Employee at the date of termination of employment. Notwithstanding the foregoing, in no event except as provided pursuant to Section 12 herein shall the Employee receive payment of his salary in accordance with Section 2 herein and the cost of applicable benefits for a period of more than twelve months from the date of termination of employment without Just Cause. To receive compensation under this section, employee agrees not to be employed at any financial institution, which maintains offices within Xxxxxx County while receiving such compensation. Such employment will result in employee forfeiting any remaining compensation as described in this section. (d) If the Employee is removed and/or permanently prohibited from participating in the conduct of The Killbuck Savings Bank Company’s the Bank's affairs by an order issued under Section 8 (eSections 8(e) (4) or 8 (g) (1) of the Federal Deposit Insurance Act (“"FDIA”") (12 U.S.C. 1818 (e) (4) and (g) (1)) ), all obligations of The Killbuck Savings the Bank Company under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the parties shall not be affected. (e) If The Killbuck Savings the Bank Company is in default (as defined in Section 3 (x) (1) of FDIA) all obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (f) All obligations under this Agreement shall be terminated, except as to the extent determined that continuation of this Agreement is necessary for the continued operation of The Killbuck Savings Bank Company the Bank: (i) by the Superintendent Georgia Department of the Division of Financial InstitutionsBanking and Finance, or his their designee, at the time that the Federal Deposit Insurance Corporation (“"FDIC”") or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of The Killbuck Savings the Bank Company under the authority contained in Section 13 (c) of FDIA; or (ii) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Superintendent of the Division of Financial Institutions, or his designee, approves a supervisory merger to resolve problems related to operation of The Killbuck Savings Bank Company or when The Killbuck Savings Bank Company is determined by the Superintendent of the Division of Financial Institutions to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (g) The voluntary termination by the Employee during the term of this Agreement with the delivery of no less than 60 days written notice to the Board of Directors, other than pursuant to Section 12 (b) in which case the Employee shall be entitled to receive only the compensation, vested rights, and all employee benefits up to the date of such termination. (h) Notwithstanding anything herein to the contrary, any payments made to the Employee pursuant to the Agreement or otherwise, shall be subject to and conditioned upon compliance with 12 USC Sec. 1828 (k) and any regulations promulgated thereunder.or

Termination and Termination Pay. The (a) Employee’s 's employment under this Agreement may be terminated at any time by Employee upon ninety (90) days written notice to the Bank. Upon such termination, Employee shall be entitled to receive compensation through the effective date of such termination; provided, however, that the Bank, in its sole discretion, may elect for Employee not to serve out part or all of said notice period. (b) Employee's employment under this Agreement shall be terminated upon any of the following occurrences: (a) The death of the Employee during the term of this Agreement. Upon any such termination, in which event the Employee’s 's estate shall be entitled to receive the any compensation due the to Employee computed through the last day of the third calendar month following the month in which Employee’s his death shall have occurred. (b) The Board of Directors may terminate the Employee’s employment at any time, occurred but any termination by the Board of Directors other than termination for Just Cause, shall not prejudice the Employee’s right to compensation or other benefits under the Agreement. The Employee shall have no right to receive compensation or other benefits for any period after termination for Just Cause. Termination for “Just Cause” shall include termination because of the Employee’s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of the Agreementwhich remains unpaid. (c) Except as provided pursuant to Section 12 herein, in In the event Employee’s Employee becomes disabled during the term of his employment hereunder and it is determined by the Bank that Employee is permanently unable to perform his duties under this Agreement is terminated by Agreement, Employee's employment hereunder shall terminate, provided, however, that the Board of Directors without Just Cause, The Killbuck Savings Bank Company shall be obligated to continue to pay the Employee the salary provided pursuant to Section 2 herein, up to the date of termination of the Term (including any renewal term) of this Agreement and the cost of Employee obtaining all health, life, disability, and other benefits which the Employee would be eligible to participate in through such date based upon the benefit levels substantially equal to those being provided compensate Employee at the date level of termination compensation described in Paragraph 2 above, and shall continue to provide Employee each of employmentthe other benefits set forth or described in this Agreement, for the ninety (90) day period as set forth in the Bank's extended sick leave policy. Notwithstanding Thereafter, Employee shall not be entitled to any compensation or benefit hereunder and shell only received benefits under the foregoing, in no Bank's long-term disability policy. In the event except as provided pursuant to Section 12 herein shall the of any disagreement between Employee receive payment of his salary in accordance with Section 2 herein and the cost of applicable benefits for a period of more than twelve months from the date of termination of employment without Just Cause. To receive compensation under this section, employee agrees not Bank as to be employed at any financial institution, which maintains offices within Xxxxxx County while receiving whether Employee is physically or mentally incapacitated such compensation. Such employment as will result in employee forfeiting any remaining compensation as described in the termination of Employee's employment pursuant to this section. Paragraph 6(c), the question of such incapacity shall be submitted to an impartial and reputable physician for determination, selected by mutual agreement of Employee and the Bank or, failing such agreement, by two (d2) If the Employee is removed and/or permanently prohibited from participating in the conduct of The Killbuck Savings Bank Company’s affairs by an order issued under Section 8 physicians (e) (4) or 8 (g) one (1) of whom shall be selected by the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818 (e) (4) Bank and (g) (1)the other by Employee), all obligations and such determination of the question of such incapacity by such physician or physicians shall be final and binding on Employee and the Bank. The Killbuck Savings Bank Company shall pay the reasonable fees and expenses of such physician or physicians in making any determination required under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the parties shall not be affected. (e) If The Killbuck Savings Bank Company is in default (as defined in Section 3 (x) (1) of FDIA) all obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (f) All obligations under this Agreement shall be terminated, except as to the extent determined that continuation of this Agreement is necessary for the continued operation of The Killbuck Savings Bank Company (i) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of The Killbuck Savings Bank Company under the authority contained in Section 13 (c) of FDIA; or (ii) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Superintendent of the Division of Financial Institutions, or his designee, approves a supervisory merger to resolve problems related to operation of The Killbuck Savings Bank Company or when The Killbuck Savings Bank Company is determined by the Superintendent of the Division of Financial Institutions to be in an unsafe or unsound conditionParagraph 6(c). Any rights of the parties that have already vested, however, shall not be affected by After such action. (g) The voluntary termination by the Employee during the term of this Agreement with the delivery of no less than 60 days written notice to the Board of Directors, other than pursuant to Section 12 (b) in which case the Employee shall be entitled to receive only the compensation, vested rights, and all employee benefits up to the date of such termination. (h) Notwithstanding anything herein to the contrary, any payments made to the Employee pursuant to the Agreement or otherwise, shall be subject to and conditioned upon compliance with 12 USC Sec. 1828 (k) and any regulations promulgated thereunder.ninety

Termination and Termination Pay. (a) The EmployeeOfficer’s employment under this Agreement shall be terminated upon any of the following occurrences: (a) The death of the Employee Officer during the term of this Agreement, in which event Agreement and the Employee’s estate shall be entitled to receive the compensation due the Employee through the last day of the third calendar month following the month in which Employee’s death Bank shall have occurredno further obligation hereunder. (b) The Board Officer’s employment under this Agreement may be terminated at any time by the Officer upon 180 days’ written notice to the Directors. Upon such termination, the Officer shall be entitled to receive full compensation and benefits through the effective date of such termination. The Officer’s employment under this Agreement may also be terminated by the Officer for Good Reason. Good Reason shall mean a breach by the Bank of a material term of this Agreement; diminution of the Officer’s position, authority, duties, or reporting responsibilities; a requirement that the Officer relocate his principal office by a distance of more than 50 miles; or a direction by the Bank that the Officer act or refrain from acting if following the direction would be unlawful, unethical, or contrary to his obligations to the Bank under this Agreement. In the event of termination by the Officer for Good Reason, the Officer shall receive one year’s pay and benefits as severance, which shall be paid on the normal payroll dates. (c) The Directors may terminate the EmployeeOfficer’s employment at any time, but any termination by the Board of Directors Directors, other than termination for Just Cause, shall not prejudice the EmployeeOfficer’s right to compensation or other benefits under the this Agreement. The Employee Bank shall provide written notice specifying the grounds for termination for Cause. Termination for Cause means a termination because of the Officer’s personal dishonesty, willful misconduct, breach of fiduciary duty involving personal profit, a material failure to meet the Standards set forth in Paragraph 6 of this Agreement, willful violation of any law (other than traffic violations or similar offenses), rule, regulation, regulatory agreement, or a final cease-and-desist order, or material breach of any provision of this Agreement. In the event the Bank gives Notice of Termination of this Agreement, other than termination for Cause, the Officer may elect to resign. If that event occurs during the first year after the Effective Date, the Officer shall be entitled to severance pay and benefits for the remainder of that year. If that event occurs during the second or third years, the Officer shall be entitled to 180 days severance pay and benefits. Severance pay and benefits payable hereunder will be paid on the normal payroll dates. The Officer shall have no right to receive compensation or other benefits for any period after termination for Just Cause. Termination for “Just Cause” shall include termination because of the Employee’s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of the Agreement. (cd) Except as provided pursuant Subject to Section 12 hereinthe Bank’s obligations and the Officer’s rights under state and federal laws, in and to the event Employeevacation leave, disability leave, sick leave and any other leave policies of the Bank, the Officer’s employment under this Agreement is terminated by the Board of Directors without Just Cause, The Killbuck Savings Bank Company automatically shall be obligated to continue to pay the Employee the salary provided pursuant to Section 2 herein, up to the date of termination of the Term (including any renewal term) of this Agreement and the cost of Employee obtaining all health, life, disability, and other benefits which the Employee would be eligible to participate in through such date based upon the benefit levels substantially equal to those being provided Employee at the date of termination of employment. Notwithstanding the foregoing, in no event except as provided pursuant to Section 12 herein shall the Employee receive payment of his salary in accordance with Section 2 herein and the cost of applicable benefits for a period of more than twelve months from the date of termination of employment without Just Cause. To receive compensation under this section, employee agrees not to be employed at any financial institution, which maintains offices within Xxxxxx County while receiving such compensation. Such employment will result in employee forfeiting any remaining compensation as described in this section. (d) If the Employee is removed and/or permanently prohibited from participating terminated in the conduct of The Killbuck Savings Bank Company’s affairs by an order issued under Section 8 (e) (4) or 8 (g) (1) of event the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818 (e) (4) and (g) (1)), all obligations of The Killbuck Savings Bank Company under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the parties shall not be affected. (e) If The Killbuck Savings Bank Company is in default (as defined in Section 3 (x) (1) of FDIA) all obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (f) All obligations under this Agreement shall be terminated, except as to the extent determined that continuation of this Agreement is necessary for the continued operation of The Killbuck Savings Bank Company (i) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of The Killbuck Savings Bank Company under the authority contained in Section 13 (c) of FDIA; or (ii) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Superintendent of the Division of Financial Institutions, or his designee, approves a supervisory merger to resolve problems related to operation of The Killbuck Savings Bank Company or when The Killbuck Savings Bank Company is determined by the Superintendent of the Division of Financial Institutions to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (g) The voluntary termination by the Employee Officer becomes disabled during the term of this Agreement with and it is determined by a physician selected as stated below that the delivery Officer is unable to perform the essential functions of no less than 60 his job under this Agreement for sixty (60) business days written notice to or more during any 12-month period. Upon any such termination, the Board of Directors, other than pursuant to Section 12 (b) in which case the Employee Officer shall be entitled to receive only any compensation the compensation, vested rights, and all employee benefits up Officer shall have earned prior to the date of such termination. (h) Notwithstanding anything herein termination but which remains unpaid, and shall be entitled to any payments provided under any disability income plan of the Bank which is applicable to the contrary, Officer. In the event of any payments made disagreement between the Officer and the Bank as to whether the Employee Officer is physically or mentally incapacitated such as will result in the termination of the Officer’s employment pursuant to this Paragraph 7(d), the Agreement or otherwise, question of such incapacity shall be subject submitted to an impartial physician licensed to practice medicine in Virginia for determination and conditioned upon compliance with 12 USC Secwho will be selected by mutual agreement of the Officer and the Bank. 1828 (k) The Bank shall pay the reasonable fees and expenses of such physician in making any regulations promulgated thereunderdetermination required under this Paragraph 7(d).

Termination and Termination Pay. The Employee’s 's employment under this Agreement shall be terminated upon any of the following occurrences: (a) The death of the Employee during the term of this Agreement, in which event the Employee’s 's estate shall be entitled to receive the compensation due the Employee through the last day of the third calendar month following the month in which Employee’s 's death shall have occurredoccurred and one additional month. (b) The Board of Directors may terminate the Employee’s 's employment at any time, but any termination by the Board of Directors other than termination for Just Cause, shall not prejudice the Employee’s 's right to compensation or other benefits under the Agreement. The Employee shall have no right to receive compensation or other benefits for any period after termination for Just Cause. Termination for “"Just Cause” " shall include termination because of the Employee’s 's personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of the Agreement. (c) Except as provided pursuant to Section 12 herein, in the event Employee’s 's employment under this Agreement is terminated by the Board of Directors without Just Cause, The Killbuck Savings the Bank Company shall be obligated to continue to pay the Employee the salary provided pursuant to Section 2 herein, up to the date of termination of the Term term (including any renewal term) of this Agreement and the cost of Employee obtaining all health, life, disability, and other benefits which the Employee would be eligible to participate in through such date based upon the benefit levels substantially equal to those being provided Employee at the date of termination of employment. Notwithstanding the foregoing, in no event except as provided pursuant to Section 12 herein shall the Employee receive payment of his salary in accordance with Section 2 herein and the cost of applicable benefits for a period of more than twelve months from the date of termination of employment without Just Cause. To receive compensation under this section, employee agrees not to be employed at any financial institution, which maintains offices within Xxxxxx County while receiving such compensation. Such employment will result in employee forfeiting any remaining compensation as described in this section. (d) If the Employee is removed and/or permanently prohibited from participating in the conduct of The Killbuck Savings Bank Company’s the Bank's affairs by an order issued under Section 8 (e) (4Sections 8(e)(4) or 8 (g) (18(g)(1) of the Federal Deposit Insurance Act (“"FDIA”") (12 U.S.C. 1818 (e) (41818(e)(4) and (g) (1g)(1)), all obligations of The Killbuck Savings the Bank Company under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the parties shall not be affected. (e) If The Killbuck Savings the Bank Company is in default (as defined in Section 3 (x) (13(x)(1) of FDIA) all obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (f) All obligations under this Agreement shall be terminated, except as to the extent determined that continuation of this Agreement is necessary for the continued operation of The Killbuck Savings Bank Company the Bank: (i) by the Superintendent Director of the Division Office of Financial InstitutionsThrift Supervision ("Director of OTS"), or his or her designee, at the time that the Federal Deposit Insurance Corporation (“"FDIC”") or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of The Killbuck Savings the Bank Company under the authority contained in Section 13 (c13(c) of FDIA; or (ii) by the Superintendent Director of the Division of Financial InstitutionsOTS, or his or her designee, at the time that the Superintendent Director of the Division of Financial InstitutionsOTS, or his designee, or her designee approves a supervisory merger to resolve problems related to operation of The Killbuck Savings the Bank Company or when The Killbuck Savings the Bank Company is determined by the Superintendent Director of the Division of Financial Institutions OTS to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (g) The voluntary termination by the Employee during the term of this Agreement with the delivery of no less than 60 days written notice to the Board of Directors, other than pursuant to Section 12 (b) in which case the Employee shall be entitled to receive only the compensation, vested rights, and all employee benefits up to the date of such termination. (h) Notwithstanding anything herein to the contrary, any payments made to the Employee pursuant to the Agreement or otherwise, shall be subject to and conditioned upon compliance with 12 USC Sec. 1828 (k) and any regulations promulgated thereunder.Section

Termination and Termination Pay. The Employee’s employment under this Agreement shall may be terminated upon any of the following occurrences: (a) The death of the Employee during the term of this Agreement, in which event the Employee’s estate shall be entitled to receive (i) the compensation due the Employee through the last day of the third calendar month following the month in which Employee’s death shall have occurred, (ii) pro rata payment of all bonuses or incentive payments earned or to be awarded for such calendar year, and (iii) all accrued and vested rights Employee may have under the Company’s employee benefit plans, including any stock options or other compensation plans or as otherwise required by law (the “Accrued Rights”). (b) The Board of Directors Company may terminate the Employee’s employment at any time, but any termination by the Board of Directors Company other than termination for Just Cause, as defined below, shall not prejudice the Employee’s right to compensation or other benefits under the this Agreement. The Employee shall have no right to receive compensation or other benefits for any period after termination for Just Cause, except for the Accrued Rights. Termination shall be for “Just Cause” shall include termination because if the Employee (i) has been convicted of a felony; (ii) has intentionally engaged in conduct that is demonstrably and materially injurious to the Company, monetarily or otherwise; (iii) commits an act of fraud or embezzlement against the Company or any affiliate thereof; (iv) engages in intentional misconduct as an executive of the Company, including, but not limited to, knowing and intentional violation of material written policies of the Company; (v) is grossly negligent in the performance of his/her duties for the Company; or (vi) willfully fails to follow a direct and lawful directive from his/her supervisor or the Board within the scope of the Employee’s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision which failure is not cured to the satisfaction of the Agreement. Board within ten (c10) Except as provided pursuant to Section 12 herein, in the event Employee’s employment under this Agreement is terminated by the Board of Directors without Just Cause, The Killbuck Savings Bank Company shall be obligated to continue to pay the Employee the salary provided pursuant to Section 2 herein, up to the date of termination of the Term (including any renewal term) of this Agreement and the cost of Employee obtaining all health, life, disability, and other benefits which the Employee would be eligible to participate in through such date based upon the benefit levels substantially equal to those being provided Employee at the date of termination of employment. Notwithstanding the foregoing, in no event except as provided pursuant to Section 12 herein shall the Employee receive payment of his salary in accordance with Section 2 herein and the cost of applicable benefits for a period of more than twelve months from the date of termination of employment without Just Cause. To receive compensation under this section, employee agrees not to be employed at any financial institution, which maintains offices within Xxxxxx County while receiving such compensation. Such employment will result in employee forfeiting any remaining compensation as described in this section. (d) If the Employee is removed and/or permanently prohibited from participating in the conduct of The Killbuck Savings Bank Company’s affairs by an order issued under Section 8 (e) (4) or 8 (g) (1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818 (e) (4) and (g) (1)), all obligations of The Killbuck Savings Bank Company under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the parties shall not be affected. (e) If The Killbuck Savings Bank Company is in default (as defined in Section 3 (x) (1) of FDIA) all obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (f) All obligations under this Agreement shall be terminated, except as to the extent determined that continuation of this Agreement is necessary for the continued operation of The Killbuck Savings Bank Company (i) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of The Killbuck Savings Bank Company under the authority contained in Section 13 (c) of FDIA; or (ii) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Superintendent of the Division of Financial Institutions, or his designee, approves a supervisory merger to resolve problems related to operation of The Killbuck Savings Bank Company or when The Killbuck Savings Bank Company is determined by the Superintendent of the Division of Financial Institutions to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (g) The voluntary termination by the Employee during the term of this Agreement with the delivery of no less than 60 days written notice to the Board of Directors, other than pursuant to Section 12 (b) in which case the Employee shall be entitled to receive only the compensation, vested rights, and all employee benefits up to the date of such termination. (h) Notwithstanding anything herein to the contrary, any payments made to the Employee pursuant to the Agreement or otherwise, shall be subject to and conditioned upon compliance with 12 USC Sec. 1828 (k) and any regulations promulgated thereunder.days;

Termination and Termination Pay. The Employee’s 's employment under this Agreement shall be terminated upon any of the following occurrences: (a) The death of the Employee during the term of this Agreement, in which event the Employee’s 's estate shall be entitled to receive the compensation due the Employee through the last day of the third calendar month following the month in which Employee’s 's death shall have occurred. (b) The Board of Directors may terminate the Employee’s 's employment at any time, but any termination by the Board of Directors other than termination for Just Cause, shall not prejudice the Employee’s 's right to compensation or other benefits under the Agreement. The Employee shall have no right to receive compensation or other benefits for any period after termination for Just Cause. Termination for “"Just Cause” " shall include termination because of the Employee’s 's personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of the Agreement. (c) Except as provided pursuant to Section 12 herein, in the event Employee’s 's employment under this Agreement is terminated by the Board of Directors without Just Cause, The Killbuck Savings Bank Company shall be obligated to continue to pay the Employee the salary provided pursuant to Section 2 herein, up to the date of termination of the Term (including any renewal term) of this Agreement and the cost of Employee obtaining all health, life, disability, and other benefits which the Employee would be eligible to participate in through such date based upon the benefit levels substantially equal to those being provided Employee at the date of termination of employment. Notwithstanding the foregoing, in no event except as provided pursuant to Section 12 herein shall the Employee receive payment of his her salary in accordance with Section 2 herein and the cost of applicable benefits for a period of more than twelve months from the date of termination of employment without Just Cause. To receive compensation under this section, employee agrees not to be employed at any financial institution, which maintains offices within Xxxxxx County while receiving such compensation. Such employment will result in employee forfeiting any remaining compensation as described in this section. (d) If the Employee is removed and/or permanently prohibited from participating in the conduct of The Killbuck Savings Bank Company’s 's affairs by an order issued under Section 8 (e) (4) or 8 (g) (1) of the Federal Deposit Insurance Act (“"FDIA”") (12 U.S.C. 1818 (e) (4) and (g) (1)), all obligations of The Killbuck Savings Bank Company under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the parties shall not be affected. (e) If The Killbuck Savings Bank Company is in default (as defined in Section 3 (x) (1) of FDIA) all obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (f) All obligations under this Agreement shall be terminated, except as to the extent determined that continuation of this Agreement is necessary for the continued operation of The Killbuck Savings Bank Company (i) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Federal Deposit Insurance Corporation (“"FDIC”") or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of The Killbuck Savings Bank Company under the authority contained in Section 13 (c) of FDIA; or (ii) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Superintendent of the Division of Financial Institutions, or his designee, approves a supervisory merger to resolve problems related to operation of The Killbuck Savings Bank Company or when The Killbuck Savings Bank Company is determined by the Superintendent of the Division of Financial Institutions to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (g) The voluntary termination by the Employee during the term of this Agreement with the delivery of no less than 60 days written notice to the Board of Directors, other than pursuant to Section 12 (b) in which case the Employee shall be entitled to receive only the compensation, vested rights, and all employee benefits up to the date of such termination. (h) Notwithstanding anything herein to the contrary, any payments made to the Employee pursuant to the Agreement or otherwise, shall be subject to and conditioned upon compliance with 12 USC Sec. 1828 (k) and any regulations promulgated thereunder.

Termination and Termination Pay. (a) The EmployeeOfficer’s employment under this Agreement shall be terminated upon any of the following occurrences: (a) The death of the Employee Officer during the term of this Agreement, in which event event, the EmployeeOfficer’s estate shall be entitled to receive the compensation due the Employee Officer through the last day of the third calendar month following the month in which Employeethe Officer’s death shall have occurredoccurred and for a period of one month thereafter. (b) The Board Officer’s employment under this Agreement may be terminated at any time by the Officer upon 60 days’ written notice to the Bank. Upon such termination, the Officer shall be entitled to receive compensation through the effective date of such termination. (c) The Directors may terminate the EmployeeOfficer’s employment at any time, but any termination by the Board of Directors Directors, other than termination for Just Cause, shall not prejudice the EmployeeOfficer’s right to compensation or other benefits under the this Agreement. The Employee Officer shall not be deemed to have been terminated for Cause unless and until the Directors approve a resolution, which shall (1) contain a finding that, in the good faith opinion of the Directors, the Officer has committed an act or acts constituting Cause, and (2) specify the particulars constituting Cause. The resolution shall have no been duly adopted by the affirmative vote of all the directors of the Bank then in office, excluding the Officer, at a meeting duly called and held for that purpose. Notice of the meeting and a draft of the proposed resolution approving termination for Cause shall be given to the Officer a reasonable amount of time before the meeting of the Directors. The Officer and his counsel (if the Officer chooses to have counsel present) shall have a reasonable opportunity to be heard by the Directors at the meeting. Nothing in this Agreement limits the Officer’s or his beneficiaries’ right to receive contest the validity or propriety of the determination of Cause by the Directors. Upon termination for Cause, the Executive shall not be entitled to any further compensation or other benefits for beyond his effective termination date, except any period after termination for Just Cause. Termination for “Just Cause” shall include termination because of benefits to which he may be entitled under the EmployeeBank’s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of the Agreement. (c) Except as provided pursuant to Section 12 herein, benefit plans and policies in the event Employee’s employment under this Agreement is terminated by the Board of Directors without Just Cause, The Killbuck Savings Bank Company shall be obligated to continue to pay the Employee the salary provided pursuant to Section 2 herein, up to effect on the date of termination or such benefits which by the terms of the Term (including any renewal term) plan document continue after such termination. For purposes of this Agreement and the cost of Employee obtaining all healthEmployment Agreement, life, disability, and other benefits which the Employee would be eligible to participate in through such date based upon the benefit levels substantially equal to those being provided Employee at the date of termination of employment. Notwithstanding the foregoing, in no event except as provided pursuant to Section 12 herein shall the Employee receive payment of his salary in accordance with Section 2 herein and the cost of applicable benefits for a period of more than twelve months from the date of termination of employment without Just “Cause. To receive compensation under this section, employee agrees not to be employed at ” means any financial institution, which maintains offices within Xxxxxx County while receiving such compensation. Such employment will result in employee forfeiting any remaining compensation as described in this section. (d) If the Employee is removed and/or permanently prohibited from participating in the conduct of The Killbuck Savings Bank Company’s affairs by an order issued under Section 8 (e) (4) or 8 (g) (1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818 (e) (4) and (g) (1)), all obligations of The Killbuck Savings Bank Company under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the parties shall not be affected. (e) If The Killbuck Savings Bank Company is in default (as defined in Section 3 (x) (1) of FDIA) all obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (f) All obligations under this Agreement shall be terminated, except as to the extent determined that continuation of this Agreement is necessary for the continued operation of The Killbuck Savings Bank Company (i) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of The Killbuck Savings Bank Company under the authority contained in Section 13 (c) of FDIA; or (ii) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Superintendent of the Division of Financial Institutions, or his designee, approves a supervisory merger to resolve problems related to operation of The Killbuck Savings Bank Company or when The Killbuck Savings Bank Company is determined by the Superintendent of the Division of Financial Institutions to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (g) The voluntary termination by the Employee during the term of this Agreement with the delivery of no less than 60 days written notice to the Board of Directors, other than pursuant to Section 12 (b) in which case the Employee shall be entitled to receive only the compensation, vested rights, and all employee benefits up to the date of such termination. (h) Notwithstanding anything herein to the contrary, any payments made to the Employee pursuant to the Agreement or otherwise, shall be subject to and conditioned upon compliance with 12 USC Sec. 1828 (k) and any regulations promulgated thereunder.following:

Termination and Termination Pay. The Employee’s 's employment under this Agreement shall be terminated upon any of the following occurrences: (a) The death of the Employee during the term of this Agreement, in which event the Employee’s 's estate shall be entitled to receive the compensation due the Employee through the last day of the third calendar month following the month in which Employee’s 's death shall have occurred. (b) The Board of Directors may terminate the Employee’s 's employment at any time, but any termination by the Board of Directors other than termination for Just Cause, shall not prejudice the Employee’s 's right to compensation or other benefits under the Agreement. The Employee shall have no right to receive compensation or other benefits for any period after termination for Just Cause. Termination for “"Just Cause” " shall include termination because of the Employee’s 's personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of the Agreement. (c) Except as provided pursuant to Section 12 herein, in the event Employee’s 's employment under this Agreement is terminated by the Board of Directors without Just Cause, The Killbuck Savings the Bank Company shall be obligated to continue to pay the Employee the salary provided pursuant to Section 2 herein, up to the date of termination of the Term (including any renewal term) of this Agreement and the cost of Employee obtaining all health, life, disability, and other benefits which the Employee would be eligible to participate in through such date based upon the benefit levels substantially equal to those being provided Employee at the date of termination of employment. Notwithstanding the foregoing, in no event except as provided pursuant to Section 12 herein shall the Employee receive payment of his salary in accordance with Section 2 herein and the cost of applicable benefits for a period of more less than twelve months from the date Date of termination of employment without Just Cause. To receive compensation under this section, employee agrees not to be employed at any financial institution, which maintains offices within Xxxxxx County while receiving such compensation. Such employment will result in employee forfeiting any remaining compensation as described in this section. (d) If the Employee is removed and/or permanently prohibited from participating in the conduct of The Killbuck the Savings Bank Company’s Bank's affairs by an order issued under Section 8 (eSections 8(e) (4) or 8 (g) (1) of the Federal Deposit Insurance Act (“"FDIA”") (12 U.S.C. 1818 (e1818(e) (4) and (g) (1)), all obligations of The Killbuck the Savings Bank Company under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the parties shall not be affected. (e) If The Killbuck the Savings Bank Company is in default (as defined in Section 3 (x) (1) of FDIA) all obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (f) All obligations under this Agreement shall be terminated, except as to the extent determined that continuation of this Agreement is necessary for the continued operation of The Killbuck the Savings Bank Company Bank: (i) by the Superintendent Director of the Division Office of Financial InstitutionsThrift Supervision ("Director of OTS"), or his designee, at the time that the Federal Deposit Insurance Corporation (“"FDIC”") or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of The Killbuck the Savings Bank Company under the authority contained in Section 13 (c) of FDIA; or (ii) by By the Superintendent Director of the Division of Financial InstitutionsOTS, or his designee, at the time that the Superintendent Director of the Division of Financial InstitutionsOTS, or his designee, designee approves a supervisory merger to resolve problems related to operation of The Killbuck the Savings Bank Company or when The Killbuck the Savings Bank Company is determined by the Superintendent Director of the Division of Financial Institutions OTS to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (g) The voluntary termination by the Employee during the term of this Agreement with the delivery of no less than 60 days written notice to the Board of Directors, other than pursuant to Section 12 (b) 12(b), in which case the Employee shall be entitled to receive only the compensation, vested rights, and all employee benefits up to the date of such termination. (h) Notwithstanding anything herein to the contrary, any payments made to the Employee pursuant to the Agreement Agreement, or otherwise, shall be subject to and conditioned upon compliance with 12 USC Sec. sub section 1828 (k) and any regulations promulgated thereunder.

Termination and Termination Pay. The Employee’s employment under this Agreement shall be terminated upon any of the following occurrences: (a) The death of the Employee during the term of this AgreementTerm, in which event the Employee’s estate shall be entitled to receive the compensation due the Employee through the last day of the third calendar month following the month in which Employee’s death shall have occurred. (b) The Board of Directors may terminate the Employee’s employment with the Bank and all its affiliates at any time, but any termination by the Board of Directors other than termination for Just Cause, shall not prejudice the Employee’s right to compensation or other benefits under the Agreement. The Employee shall have no right to receive compensation or other benefits for any period after termination for Just Cause. Termination for “Just Cause” shall include termination because of the Employee’s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of the Agreement. (c) Except as provided pursuant to Section 12 herein, in the event Employee’s employment under this Agreement with the Bank and all its affiliates is terminated by the Board of Directors without Just CauseCause (other than under Section 11) and such termination of employment constitutes a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, The Killbuck Savings as amended, (the “Code”) and the regulations and related guidance thereunder (a “Separation from Service”), the Bank Company shall be obligated to to: (1) continue to pay the Employee the salary provided pursuant to Section 2 herein, up herein in effect for the remainder of the Term; and (2) pay to the date of termination Employee for the remainder of the Term Term, a monthly amount equal to the total monthly cost (including any renewal termboth the Bank’s and the Employee’s cost, if applicable) of this Agreement and the cost of Employee obtaining all health, life, disability, and other benefits which the Employee would be eligible to participate and his dependents, if any, are participating in through such on the date of the Employee’s termination of employment based upon the benefit levels substantially equal to those being provided Employee and his dependents, if any, at the date of termination of employment. Notwithstanding the foregoing, in no event except as provided pursuant ; with such payments to Section 12 herein shall the Employee receive payment of his salary in accordance with Section 2 herein and the cost of applicable benefits for a period of more than twelve months from the date of begin within thirty (30) days following Employee’s termination of employment without Just Cause. To receive compensation under this section, employee agrees not to be employed at any financial institution, which maintains offices within Xxxxxx County while receiving such compensation. Such employment will result in employee forfeiting any remaining compensation as described in this sectionemployment. (d) If the Employee is removed and/or permanently prohibited from participating in the conduct of The Killbuck Savings Bank Companythe Bank’s affairs by an order issued under Section 8 (e) (4Sections 8(e)(4) or 8 (g) (18(g)(1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818 (e) (41818(e)(4) and (g) (1g)(1)), all obligations of The Killbuck Savings the Bank Company under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the parties shall not be affected. (e) If The Killbuck Savings the Bank Company is in default (as defined in Section 3 (x) (13(x)(1) of FDIA) all obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (f) All obligations under this Agreement shall be terminated, except as to the extent determined that continuation of this Agreement is necessary for the continued operation of The Killbuck Savings Bank Company the Bank: (i) by the Superintendent Georgia Department of the Division of Financial InstitutionsBanking and Finance, or his their designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of The Killbuck Savings the Bank Company under the authority contained in Section 13 (c13(c) of FDIA; or (ii) by the Superintendent Director of the Division of Financial InstitutionsFDIC, or his or her designee, at the time that the Superintendent Director of the Division of Financial InstitutionsFDIC, or his designee, or her designee approves a supervisory merger to resolve problems related to operation of The Killbuck Savings the Bank Company or when The Killbuck Savings the Bank Company is determined by the Superintendent Director of the Division of Financial Institutions FDIC to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (g) The voluntary termination by the Employee during the term of this Agreement Term with the delivery of no less than 60 days written notice to the Board of Directors, other than pursuant to Section 12 (b) 12(b), in which case the Employee shall be entitled to receive only the compensation, vested rights, and all employee benefits up to the date of such termination. (h) Notwithstanding anything herein to the contrary, any payments made to the Employee pursuant to the Agreement Agreement, or otherwise, shall be subject to and conditioned upon compliance with 12 USC Sec. 1828 (k1828(k) and any regulations promulgated thereunder.

Termination and Termination Pay. (a) The EmployeeOfficer’s employment under this Agreement shall be terminated upon any of the following occurrences: (a) The death of the Employee Officer during the term of this Agreement, in which event event, the EmployeeOfficer’s estate shall be entitled to receive the compensation due the Employee Officer through the last day of the third calendar month following the month in which Employeethe Officer’s death shall have occurredoccurred and for a period of one month thereafter. (b) The Board Officer’s employment under this Agreement may be terminated at any time by the Officer upon 60 days’ written notice to the Directors. Upon such termination, the Officer shall be entitled to receive compensation through the effective date of Directors such termination. (c) The President may terminate the EmployeeOfficer’s employment at any time, but any termination by the Board of Directors President, other than termination for Just Cause, shall not prejudice the EmployeeOfficer’s right to compensation or other benefits under the this Agreement. The Employee Bank shall provide written notice specifying the grounds for termination for Cause. The Officer shall have no right to receive compensation or other benefits for any period after termination for Just Cause. Termination for “Just Cause” Cause shall include termination because of the EmployeeOfficer’s personal dishonestydishonesty or moral turpitude, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule rule, or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of this Agreement. Notwithstanding such termination, the Agreementobligations under Paragraph 6 shall survive any termination of employment. (cd) Except as provided pursuant Subject to Section 12 hereinthe Bank’s obligations and the Officer’s rights under (i) Title I of the Americans with Xxxxxxxxxxxx Xxx, in §000 of the event EmployeeRehabilitation Act, and the Family and Medical Leave Act, and to (ii) the vacation leave, disability leave, sick leave and any other leave policies of the Bank, the Officer’s employment under this Agreement is terminated by the Board of Directors without Just Cause, The Killbuck Savings Bank Company automatically shall be obligated to continue to pay the Employee the salary provided pursuant to Section 2 herein, up to the date of termination of the Term (including any renewal term) of this Agreement and the cost of Employee obtaining all health, life, disability, and other benefits which the Employee would be eligible to participate in through such date based upon the benefit levels substantially equal to those being provided Employee at the date of termination of employment. Notwithstanding the foregoing, in no event except as provided pursuant to Section 12 herein shall the Employee receive payment of his salary in accordance with Section 2 herein and the cost of applicable benefits for a period of more than twelve months from the date of termination of employment without Just Cause. To receive compensation under this section, employee agrees not to be employed at any financial institution, which maintains offices within Xxxxxx County while receiving such compensation. Such employment will result in employee forfeiting any remaining compensation as described in this section. (d) If the Employee is removed and/or permanently prohibited from participating terminated in the conduct of The Killbuck Savings Bank Company’s affairs by an order issued under Section 8 (e) (4) or 8 (g) (1) of event the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818 (e) (4) and (g) (1)), all obligations of The Killbuck Savings Bank Company under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the parties shall not be affected. (e) If The Killbuck Savings Bank Company is in default (as defined in Section 3 (x) (1) of FDIA) all obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (f) All obligations under this Agreement shall be terminated, except as to the extent determined that continuation of this Agreement is necessary for the continued operation of The Killbuck Savings Bank Company (i) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of The Killbuck Savings Bank Company under the authority contained in Section 13 (c) of FDIA; or (ii) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Superintendent of the Division of Financial Institutions, or his designee, approves a supervisory merger to resolve problems related to operation of The Killbuck Savings Bank Company or when The Killbuck Savings Bank Company is determined by the Superintendent of the Division of Financial Institutions to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (g) The voluntary termination by the Employee Officer becomes disabled during the term of this Agreement with and it is determined by the delivery Bank that the Officer is unable to perform the essential functions of no less than 60 the Officer’s job under this Agreement for ninety (90) business days written notice to or more during any 12-month period. Upon any such termination, the Board of Directors, other than pursuant to Section 12 (b) in which case the Employee Officer shall be entitled to receive only any compensation the compensation, vested rights, and all employee benefits up Officer shall have earned prior to the date of such termination. (h) Notwithstanding anything herein termination but which remains unpaid, and shall be entitled to any payments provided under any disability income plan of the Bank which is applicable to the contrary, Officer. In the event of any payments made disagreement between the Officer and the Bank as to whether the Employee Officer is physically or mentally incapacitated such as will result in the termination of the Officer’s employment pursuant to this Paragraph 8(d), the Agreement or otherwise, question of such incapacity shall be subject submitted to an impartial physician licensed to practice medicine in North Carolina for determination and conditioned upon compliance with 12 USC Secwho will be selected by mutual agreement of the Officer and the Bank, or failing such agreement, by two (2) physicians (one (1) of whom shall be selected by the Bank and the other by the Officer), and such determination of the question of such incapacity by such physician or physicians shall be final and binding on the Officer and the Bank. 1828 (k) The Bank shall pay the reasonable fees and expenses of such physician or physicians in making any regulations promulgated thereunderdetermination required under this Paragraph 8(d).

Termination and Termination Pay. The Employee’s 's employment under this Agreement shall be terminated upon any of the following occurrences: (a) The death of the Employee during the term of this Agreement, in which event the Employee’s 's estate shall be entitled to receive the compensation due the Employee through the last day of the third calendar month following the month in which Employee’s 's death shall have occurred, and for three months thereafter. (b) The Board of Directors may terminate the Employee’s 's employment at any time, but any termination by the Board of Directors other than termination for Just Cause, shall not prejudice the Employee’s 's right to compensation or other benefits under the Agreement. The Employee shall have no right to receive compensation or other benefits for any period after termination for Just Cause. Termination for “"Just Cause” " shall include termination because of the Employee’s 's personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of the Agreement. (c) Except as provided pursuant to Section 12 herein, in the event Employee’s 's employment under this Agreement is terminated by the Board of Directors without Just Cause, The Killbuck Savings Bank Company the Association shall be obligated to continue to pay the Employee the salary provided pursuant to Section 2 herein, up to the date of termination of the Term term (including any renewal term) of this Agreement and the cost of Employee obtaining all health, life, disability, and other benefits which the Employee would be eligible to participate in through such date based upon the benefit levels substantially equal to those being provided Employee at the date of termination of employment. Notwithstanding the foregoing, in no event except as provided pursuant to Section 12 herein shall the Employee receive payment of his salary in accordance with Section 2 herein and the cost of applicable benefits for a period of more than twelve months from the date of termination of employment without Just Cause. To receive compensation under this section, employee agrees not to be employed at any financial institution, which maintains offices within Xxxxxx County while receiving such compensation. Such employment will result in employee forfeiting any remaining compensation as described in this section. (d) If the Employee is removed and/or permanently prohibited from participating in the conduct of The Killbuck Savings Bank Company’s the Association's affairs by an order issued under Section 8 (e) (48(e)(4) or 8 (g) (18(g)(1) of the Federal Deposit Insurance Act (“"FDIA”") (12 U.S.C. 1818 (e) (41818(e)(4) and (g) (1g)(1)), all obligations of The Killbuck Savings Bank Company the Association under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the parties shall not be affected. (e) If The Killbuck Savings Bank Company the Association is in default (as defined in Section 3 (x) (13(x)(1) of FDIA) all obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (f) All obligations under this Agreement shall be terminated, except as to the extent determined that continuation of this Agreement is necessary for the continued operation of The Killbuck Savings Bank Company the Association: (i) by the Superintendent Director of the Division Office of Financial InstitutionsThrift Supervision ("Director of OTS"), or his or her designee, at the time that the Federal Deposit Insurance Corporation (“"FDIC”") or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of The Killbuck Savings Bank Company the Association under the authority contained in Section 13 (c13(c) of FDIA; or (ii) by the Superintendent Director of the Division of Financial InstitutionsOTS, or his or her designee, at the time that the Superintendent Director of the Division of Financial InstitutionsOTS, or his designee, or her designee approves a supervisory merger to resolve problems related to operation of The Killbuck Savings Bank Company the Association or when The Killbuck Savings Bank Company the Association is determined by the Superintendent Director of the Division of Financial Institutions OTS to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (g) The voluntary termination by the Employee during the term of this Agreement with the delivery of no less than 60 days written notice to the Board of Directors, other than pursuant to Section 12 (b) 12(b), in which case the Employee shall be entitled to receive only the compensation, vested rights, and all employee benefits up to the date of such termination. (h) Notwithstanding anything herein to the contrary, any payments made to the Employee pursuant to the Agreement Agreement, or otherwise, shall be subject to and conditioned upon compliance with 12 USC Sec. 1828 (kss.1828(k) and any regulations promulgated thereunder.

Termination and Termination Pay. The Employee’s 's employment under this Agreement shall be terminated upon any of the following occurrences: (a) The death of the Employee during the term of this Agreement, in which event the Employee’s 's estate shall be entitled to receive the compensation due the Employee through the last day of the third calendar month following the month in which is six (6) months after Employee’s death shall have occurred.'s death (b) The Board of Directors may terminate the Employee’s 's employment at any time, but any termination by the Board of Directors other than termination for Just Cause, shall not prejudice the Employee’s 's right to compensation or other benefits under the Agreement. The Employee shall have no right to receive compensation or other benefits for any period after termination for Just Cause. Termination for “"Just Cause” " shall include termination because of the Employee’s 's personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of the Agreement. (c) Except as provided pursuant to Section 12 herein, in the event Employee’s 's employment under this Agreement is terminated by the Board of Directors without Just Cause, The Killbuck Savings the Bank Company shall be obligated to continue to pay the Employee the salary provided pursuant to Section 2 herein, up to the date of termination of the Term term (including any renewal term) of this Agreement and the cost of Employee obtaining all health, life, disability, and other benefits which the Employee would be eligible to participate in through such date based upon the benefit levels substantially equal to those being provided Employee at the date of termination of employment. Notwithstanding the foregoing, but in no event except as provided pursuant to Section 12 herein shall the Employee receive payment of his such salary in accordance with Section 2 herein and the cost of applicable or benefits continuation be for a period of more less than twelve months one year from the date of termination of employment without Just Cause. To receive compensation under this section, employee agrees not to be employed at any financial institution, which maintains offices within Xxxxxx County while receiving such compensation. Such employment will result in employee forfeiting any remaining compensation as described in this sectionemployment. (d) If the Employee is removed and/or permanently prohibited from participating in the conduct of The Killbuck Savings Bank Company’s the Bank's affairs by an order issued under Section 8 (e) (4Sections 8(e)(4) or 8 (g) (18(g)(1) of the Federal Deposit Insurance Act (“"FDIA”") (12 U.S.C. 1818 (e) (41818(e)(4) and (g) (1g)(1)), all obligations of The Killbuck Savings the Bank Company under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the parties shall not be affected. (e) If The Killbuck Savings the Bank Company is in default (as defined in Section 3 (x) (13(x)(1) of FDIA) all obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (f) All obligations under this Agreement shall be terminated, except as to the extent determined that continuation of this Agreement is necessary for the continued operation of The Killbuck Savings Bank Company the Bank: (i) by the Superintendent Director of the Division Office of Financial InstitutionsThrift Supervision ("Director of OTS"), or his or her designee, at the time that the Federal Deposit Insurance Corporation (“"FDIC”") or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of The Killbuck Savings the Bank Company under the authority contained in Section 13 (c13(c) of FDIA; or (ii) by the Superintendent Director of the Division of Financial InstitutionsOTS, or his or her designee, at the time that the Superintendent Director of the Division of Financial InstitutionsOTS, or his designee, or her designee approves a supervisory merger to resolve problems related to operation of The Killbuck Savings the Bank Company or when The Killbuck Savings the Bank Company is determined by the Superintendent Director of the Division of Financial Institutions OTS to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (g) The voluntary termination by the Employee during the term of this Agreement with the delivery of no less than 60 days written notice to the Board of Directors, other than pursuant to Section 12 (b) 12(b), in which case the Employee shall be entitled to receive only the compensation, vested rights, and all employee benefits up to the date of such termination. (h) Notwithstanding anything herein to the contrary, any payments made to the Employee pursuant to the Agreement Agreement, or otherwise, shall be subject to and conditioned upon compliance with 12 USC Sec. 1828 (kss.1828(k) and any regulations promulgated thereunder.

Termination and Termination Pay. The Employee’s 's employment under this Agreement shall be terminated upon any of the following occurrences: (a) The death of the Employee during the term of this Agreement, in which event the Employee’s 's estate shall be entitled to receive the compensation due the Employee through the last day of the third calendar month following the month in which Employee’s 's death shall have occurred. (b) The Board of Directors may terminate the Employee’s 's employment at any time, but any termination by the Board of Directors other than termination for Just Cause, shall not prejudice the Employee’s 's right to compensation or other benefits under the Agreement. The Employee shall have no right to receive compensation or other benefits for any period after termination for Just Cause. Termination for “"Just Cause” " shall include termination because of the Employee’s 's personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of the Agreement. (c) Except as provided pursuant to Section 12 herein, in the event Employee’s 's employment under this Agreement is terminated by the Board of Directors without Just Cause, The Killbuck Savings the Bank Company shall be obligated to continue to pay the Employee the salary provided pursuant to Section 2 herein, up herein in effect as of the date prior to the such date of termination of the Term (including any renewal term) employment for a period of this Agreement twenty-four months thereafter and the cost of Employee obtaining all health, life, disability, and other benefits which the Employee would be eligible to participate in through such date based upon the benefit levels substantially equal to those being provided Employee at the date of termination of employment. Notwithstanding the foregoing, in no event except as provided pursuant to Section 12 herein shall the Employee receive payment of his salary in accordance with Section 2 herein and the cost of applicable benefits for a period of more than twelve months from the date of termination of employment without Just Cause. To receive compensation under this section, employee agrees not to be employed at any financial institution, which maintains offices within Xxxxxx County while receiving such compensation. Such employment will result in employee forfeiting any remaining compensation as described in this section. (d) If the Employee is removed and/or permanently prohibited from participating in the conduct of The Killbuck Savings Bank Company’s the Bank's affairs by an order issued under Section 8 (e) (4Sections 8(e)(4) or 8 (g) (18(g)(1) of the Federal Deposit Insurance Act (“"FDIA”") (12 U.S.C. 1818 (e) (41818(e)(4) and (g) (1g)(1)), all obligations of The Killbuck Savings the Bank Company under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the parties shall not be affected. (e) If The Killbuck Savings the Bank Company is in default (as defined in Section 3 (x) (13(x)(1) of FDIA) all obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (f) All obligations under this Agreement shall be terminated, except as to the extent determined that continuation of this Agreement is necessary for the continued operation of The Killbuck Savings Bank Company the Bank: (i) by the Superintendent Georgia Department of the Division of Financial InstitutionsBanking and Finance, or his or her designee, at the time that the Federal Deposit Insurance Corporation (“"FDIC”") or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of The Killbuck Savings the Bank Company under the authority contained in Section 13 (c13(c) of FDIA; or (ii) by the Superintendent Director of the Division of Financial InstitutionsFDIC, or his or her designee, at the time that the Superintendent Director of the Division of Financial InstitutionsFDIC, or his designee, or her designee approves a supervisory merger to resolve problems related to operation of The Killbuck Savings the Bank Company or when The Killbuck Savings the Bank Company is determined by the Superintendent Director of the Division of Financial Institutions FDIC to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (g) The voluntary termination by the Employee during the term of this Agreement with the delivery of no less than 60 days written notice to the Board of Directors, other than pursuant to Section 12 (b) in which case the Employee shall be entitled to receive only the compensation, vested rights, and all employee benefits up to the date of such termination. (h) Notwithstanding anything herein to the contrary, any payments made to the Employee pursuant to the Agreement or otherwise, shall be subject to and conditioned upon compliance with 12 USC Sec. 1828 (k) and any regulations promulgated thereunder.unsound

Termination and Termination Pay. The Employee’s 's employment under this Agreement shall be terminated upon any of the following occurrences: (a) The death of the Employee during the term of this Agreement, in which event the Employee’s 's estate shall be entitled to receive the compensation due the Employee through the last day of the third calendar month following the month in which Employee’s his death shall have occurred, and any vested rights and benefits of the Employee. (b) The Board of Directors Employee's employment under this Agreement may terminate the Employee’s employment be terminated at any time, but any termination time by a decision of the Board of Directors other than termination for Just Cause, shall conduct not prejudice the Employee’s right to compensation or other benefits under the Agreement. The Employee shall have no right to receive compensation or other benefits for any period after constituting termination for Just Cause. Termination for “Just Cause” shall include termination because of the Employee’s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of the Agreement. (c) Except as provided pursuant to Section 12 herein, in the event Employee’s 's employment under this Agreement is terminated by the Board of Directors without Just Cause, The Killbuck the Savings Bank Company shall be obligated to continue to pay the Employee the salary provided pursuant to Section 2 hereinhis salary, up to the date of termination of the Term term (including any renewal term) of this Agreement and the cost of Employee obtaining all health, life, disability, disability and other benefits which the Employee would be have been eligible to participate in through such date based upon the benefit levels substantially equal to those being provided Employee at the date of termination of employment; provided that the total compensation paid to the Employee hereunder shall not exceed three times his average annual compensation for his five most recent taxable years. (c) The Savings Bank reserves the right to terminate this Agreement at any time for Just Cause. Notwithstanding Termination for "Just Cause" shall mean termination for personal dishonesty, incompetence, willful misconduct, breach of a fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, regulation (other than a law, rule or regulation relating to a traffic violation or similar offense), final cease-and- desist order, termination under the foregoingprovisions of Subparagraphs (d), (e) or (f) below, or material breach of any provision of this Agreement. Subject to the provisions of Section 12 hereof, in no the event except as provided pursuant this Agreement is terminated for Just Cause, the Savings Bank shall only be obligated to Section 12 herein shall continue to pay the Employee receive payment of his salary in accordance with Section 2 herein and the cost of applicable benefits for a period of more than twelve months from up to the date of termination of employment without Just Cause. To receive compensation under this sectiontermination, employee agrees not to be employed at any financial institution, which maintains offices within Xxxxxx County while receiving such compensation. Such employment will result in employee forfeiting any remaining compensation as described in this section. (d) If the Employee is removed and/or permanently prohibited from participating in the conduct of The Killbuck Savings Bank Company’s affairs by an order issued under Section 8 (e) (4) or 8 (g) (1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818 (e) (4) and (g) (1)), all obligations of The Killbuck Savings Bank Company under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the parties shall not be affected. (e) If The Killbuck Savings Bank Company is in default (as defined in Section 3 (x) (1) of FDIA) all obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (f) All obligations under this Agreement shall be terminated, except as to the extent determined that continuation of this Agreement is necessary for the continued operation of The Killbuck Savings Bank Company (i) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of The Killbuck Savings Bank Company under the authority contained in Section 13 (c) of FDIA; or (ii) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Superintendent of the Division of Financial Institutions, or his designee, approves a supervisory merger to resolve problems related to operation of The Killbuck Savings Bank Company or when The Killbuck Savings Bank Company is determined by the Superintendent of the Division of Financial Institutions to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (g) The voluntary termination by the Employee during the term of this Agreement with the delivery of no less than 60 days written notice to the Board of Directors, other than pursuant to Section 12 (b) in which case the Employee shall be entitled to receive only the compensation, vested rights, and all employee benefits up to the date of such termination. (h) Notwithstanding anything herein to the contrary, any payments made to the Employee pursuant to the Agreement or otherwise, shall be subject to and conditioned upon compliance with 12 USC Sec. 1828 (k) and any regulations promulgated thereunder.

Termination and Termination Pay. The Employee’s Executive's employment under this Agreement shall be terminated upon any of the following occurrences: (a) The death of the Employee Executive during the term of this Agreement, in which event the Employee’s Executive's estate shall be entitled to receive the compensation due the Employee Executive through the last day of the third calendar month following the month in which Employee’s Executive's death shall have occurred. (b) The Board of Directors may terminate the Employee’s Executive's employment at any time, but any termination by the Board of Directors other than termination for Just Cause, shall not prejudice the Employee’s Executive's right to compensation or other benefits under the Agreement. The Employee Executive shall have no right to receive compensation or other benefits for any period after termination for Just Cause. The Board may within its sole discretion, acting in good faith, terminate the Executive for Just Cause and shall notify such Executive accordingly. Termination for “"Just Cause” " shall include termination because of the Employee’s Executive's personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of the Agreement. (c) Except as provided pursuant to Section 12 herein9 hereof, in the event Employee’s Executive's employment under this Agreement is terminated by the Board of Directors without Just Cause, The Killbuck Savings Bank Company the Parent shall be obligated to continue to pay the Employee Executive the salary provided pursuant to Section 2 3(a) herein, up to the date of termination of the remaining Term (including any renewal term) of this Agreement Agreement, but in no event for a period of less than thirty (30) months, and the cost of Employee Executive obtaining all health, life, disability, and other benefits which the Employee Executive would be eligible to participate in (including dependent participation) through such date based upon the benefit levels substantially equal to those being provided Employee Executive at the date of termination of employment. Notwithstanding The provisions of this Section 6(c) shall survive the foregoing, in no event except as provided pursuant to Section 12 herein shall the Employee receive payment of his salary in accordance with Section 2 herein and the cost of applicable benefits for a period of more than twelve months from the date of expiration or termination of employment without Just Cause. To receive compensation under this section, employee agrees not to be employed at any financial institution, which maintains offices within Xxxxxx County while receiving such compensation. Such employment will result in employee forfeiting any remaining compensation as described in this sectionAgreement. (d) If the Employee is removed and/or permanently prohibited from participating in the conduct of The Killbuck Savings Bank Company’s affairs by an order issued under Section 8 (e) (4) or 8 (g) (1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818 (e) (4) and (g) (1)), all obligations of The Killbuck Savings Bank Company under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the parties shall not be affected. (e) If The Killbuck Savings Bank Company is in default (as defined in Section 3 (x) (1) of FDIA) all obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (f) All obligations under this Agreement shall be terminated, except as to the extent determined that continuation of this Agreement is necessary for the continued operation of The Killbuck Savings Bank Company (i) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of The Killbuck Savings Bank Company under the authority contained in Section 13 (c) of FDIA; or (ii) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Superintendent of the Division of Financial Institutions, or his designee, approves a supervisory merger to resolve problems related to operation of The Killbuck Savings Bank Company or when The Killbuck Savings Bank Company is determined by the Superintendent of the Division of Financial Institutions to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (g) The voluntary termination by the Employee Executive during the term of this Agreement with the delivery of no less than 60 days written notice to the Board of Directors, other than pursuant to Section 12 (b) 9(b), in which case the Employee Executive shall be entitled to receive only the compensation, vested rights, and all employee benefits up to the date of such termination. (h) Notwithstanding anything herein to the contrary, any payments made to the Employee pursuant to the Agreement or otherwise, shall be subject to and conditioned upon compliance with 12 USC Sec. 1828 (k) and any regulations promulgated thereunder.

Termination and Termination Pay. The (a) Employee’s 's employment under this Agreement may be terminated at any time by Employee upon sixty (60) days written notice to the Bank. Upon such termination, Employee shall be entitled to receive compensation through the effective date of such termination; provided, however, that the Bank, in its sole discretion, may elect for Employee not to serve out part or all of said notice period. (b) Employee's employment under this Agreement shall be terminated upon any of the following occurrences: (a) The death of the Employee during the term of this Agreement. Upon any such termination, in which event the Employee’s 's estate shall be entitled to receive the any compensation due the to Employee computed through the last day of the third calendar month following the month in which Employee’s his death shall have occurredoccurred but which remains unpaid. (bc) In the event Employee becomes disabled during the term of his employment hereunder and it is determined by the Bank that Employee is permanently unable to perform his duties under this Agreement, the Bank shall continue to compensate Employee at the level of compensation described in Paragraph 2 above, and shall continue to provide Employee each of the other benefits set forth or described in this Agreement, for the remaining term of this Agreement, less any other payments provided under any disability income plan or insurance of the Bank which is applicable to Employee. In the event of any disagreement between Employee and the Bank as to whether Employee is physically or mentally incapacitated such as will result in the termination of Employee's employment pursuant to this Paragraph 6(c), the question of such incapacity shall be submitted to an impartial and reputable physician for determination, selected by mutual agreement of Employee and the Bank or, failing such agreement, by two (2) physicians (one (1) of whom shall be selected by the Bank and the other by Employee), and such determination of the question of such incapacity by such physician or physicians shall be final and binding on Employee and the Bank. The Bank shall pay the reasonable fees and expenses of such physician or physicians in making any determination required under this Paragraph 6(c). (d) The Board of Directors Bank may terminate the Employee’s 's employment at any time, but time for any reason with or without "Cause" (as defined below). Any termination by the Board of Directors Bank other than termination for Just "Cause", (as defined below) shall not prejudice entitle the Employee to receive severance pay equal to twelve (12) months of the Employee’s right to 's current compensation or and other benefits under at the Agreementtime of Employee's termination. The Following any termination of Employee's employment by the Bank for "Cause", Employee shall have no further rights under this Agreement (including any right to receive compensation or other benefits for any period after termination for Just Cause. Termination for “Just Cause” shall include termination because of the Employee’s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of the Agreement. (c) Except as provided pursuant to Section 12 herein, in the event Employee’s employment under this Agreement is terminated by the Board of Directors without Just Cause, The Killbuck Savings Bank Company shall be obligated to continue to pay the Employee the salary provided pursuant to Section 2 herein, up to the date of termination of the Term (including any renewal term) of this Agreement and the cost of Employee obtaining all health, life, disability, and other benefits which the Employee would be eligible to participate in through such date based upon the benefit levels substantially equal to those being provided Employee at the date of termination of employment. Notwithstanding the foregoing, in no event except as provided pursuant to Section 12 herein shall the Employee receive payment of his salary in accordance with Section 2 herein and the cost of applicable benefits for a period of more than twelve months from the date of termination of employment without Just Cause. To receive compensation under this section, employee agrees not to be employed at any financial institution, which maintains offices within Xxxxxx County while receiving such compensation. Such employment will result in employee forfeiting any remaining compensation as described in this section. (d) If the Employee is removed and/or permanently prohibited from participating in the conduct of The Killbuck Savings Bank Company’s affairs by an order issued under Section 8 (e) (4) or 8 (g) (1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818 (e) (4) and (g) (1)), all obligations of The Killbuck Savings Bank Company under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the parties shall not be affected. (e) If The Killbuck Savings Bank Company is in default (as defined in Section 3 (x) (1) of FDIA) all obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (f) All obligations under this Agreement shall be terminated, except as to the extent determined that continuation of this Agreement is necessary for the continued operation of The Killbuck Savings Bank Company (i) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of The Killbuck Savings Bank Company under the authority contained in Section 13 (c) of FDIA; or (ii) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Superintendent of the Division of Financial Institutions, or his designee, approves a supervisory merger to resolve problems related to operation of The Killbuck Savings Bank Company or when The Killbuck Savings Bank Company is determined by the Superintendent of the Division of Financial Institutions to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (g) The voluntary termination by the Employee during the term of this Agreement with the delivery of no less than 60 days written notice to the Board of Directors, other than pursuant to Section 12 (b) in which case the Employee shall be entitled to receive only the compensation, vested rights, and all employee benefits up to the date of such termination). (h) Notwithstanding anything herein to the contrary, any payments made to the Employee pursuant to the Agreement or otherwise, shall be subject to and conditioned upon compliance with 12 USC Sec. 1828 (k) and any regulations promulgated thereunder.

Termination and Termination Pay. The Employee’s employment Employment of the Employee under this Agreement shall be terminated upon any of the following occurrences: (a) The death of the Employee during the term of this Agreement, in which event the Employee’s 's estate shall be entitled to receive the compensation due the Employee through the last day of the third calendar month following the month in which Employee’s 's death shall have occurred, plus compensation provided for under this Agreement for two (2) additional months. (b) The Board of Directors may terminate the Employee’s 's employment at any time, but any termination by the Board of Directors Directors, other than termination for Just Cause, shall not prejudice the Employee’s employees's right to compensation or other benefits provided under the AgreementAgreement in accordance with this Section 8. Termination shall be effected by giving the Employee written notice of termination which shall state the date of termination, the grounds for termination, including whether such termination is with or without Just Cause. If the notice fails to state clearly and explicitly that the termination is for Just Cause and fails to specify the grounds for the Just Cause termination, then termination shall be conclusively established as without Just Cause. The Employee shall have no right to receive compensation or other benefits for any period after termination for Just Cause, but shall be entitled to all compensation or other benefits accrued up until the date of termination. Termination for “"Just Cause” shall include termination because " is defined as any of the Employee’s following acts: (i) material personal dishonesty, incompetence, willful misconduct, dishonesty or breach of fiduciary duty involving detrimental to the business and affairs of GAMC and which involves personal profit, ; (ii) willful continuing intentional failure to perform stated dutieslegitimate duties as directed by GAMC policies and procedures, Chairman of the Board or the GAMC Board of Directors; (iii) willful violation of any law, rule or regulation (other than minor traffic violations or similar offensesviolations) or final cease-and-desist order, which violation is materially detrimental to the business and affairs of GAMC or material breach its parent company GAB; (iv) bankruptcy or insolvency; (v) willful conduct or behavior which materially violates applicable governmental rules or regulations relating to the mortgage banking business (including but not limited to rules or regulations of HUD or VA); (vi) any provision of the Agreement. (c) Except specific acts or infractions as provided pursuant to Section 12 hereinset forth in GAMC's Employee Handbook, in the event Employee’s employment under this Agreement or GAB's Handbook until one is terminated by the Board of Directors without Just Causeprepared for GAMC, The Killbuck Savings Bank Company shall be obligated to continue to pay the Employee the salary provided pursuant to Section 2 herein, up to the date of specified as grounds for termination of the Term (including any renewal term) of this Agreement and the cost of Employee obtaining all health, life, disabilityfor cause, and other benefits which the Employee would be eligible to participate as set forth in through such date based upon the benefit levels substantially equal to those being provided Employee at the date of termination of employment. Notwithstanding the foregoing, in no event except as provided pursuant to Section 12 herein shall the Employee receive payment of his salary in accordance with Section 2 herein and the cost of applicable benefits for a period of more than twelve months from the date of termination of employment without Just Cause. To receive compensation under this section, employee agrees not to be employed at any financial institution, which maintains offices within Xxxxxx County while receiving such compensation. Such employment will result in employee forfeiting any remaining compensation as described in this section. (d) If the Employee is removed and/or permanently prohibited from participating in the conduct of The Killbuck Savings Bank Company’s affairs by an order issued under Section 8 (e) (4) or 8 (g) (1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818 (e) (4) and (g) (1)), all obligations of The Killbuck Savings Bank Company under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the parties shall not be affected. (e) If The Killbuck Savings Bank Company is in default (as defined in Section 3 (x) (1) of FDIA) all obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (f) All obligations under this Agreement shall be terminated, except as to the extent determined that continuation of this Agreement is necessary for the continued operation of The Killbuck Savings Bank Company (i) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of The Killbuck Savings Bank Company under the authority contained in Section 13 (c) of FDIAreasonable revisions thereto; or (iivii) by willful conduct or behavior which is detrimental to the Superintendent business affairs of GAMC which violates product loan origination practices or Canons of Ethics or Standards of Practice of the Division of Financial Institutions, or his designee, at the time that the Superintendent of the Division of Financial Institutions, or his designee, approves a supervisory merger to resolve problems related to operation of The Killbuck Savings Bank Company or when The Killbuck Savings Bank Company is determined by the Superintendent of the Division of Financial Institutions to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such actionMortgage Bankers Association. (g) The voluntary termination by the Employee during the term of this Agreement with the delivery of no less than 60 days written notice to the Board of Directors, other than pursuant to Section 12 (b) in which case the Employee shall be entitled to receive only the compensation, vested rights, and all employee benefits up to the date of such termination. (h) Notwithstanding anything herein to the contrary, any payments made to the Employee pursuant to the Agreement or otherwise, shall be subject to and conditioned upon compliance with 12 USC Sec. 1828 (k) and any regulations promulgated thereunder.

Termination and Termination Pay. The (a) Employee’s 's employment under this Agreement shall may be terminated at any time by Employee upon any of the following occurrences: sixty (a60) The death of the days' written notice to UCB. Upon such termination, Employee during the term of this Agreement, in which event the Employee’s estate shall be entitled to receive the compensation due the Employee through the last day effective date of such termination; provided however, that, upon receipt of any such notice of termination from Employee, UCB may elect for Employee not to serve out part or all of said notice period and, in such event, Employee's employment shall terminate on such date during the third calendar month following notice period as UCB shall specify and in any such event UCB shall pay compensation to Employee only through the month in which Employee’s death shall have occurredeffective date of such termination. (b) The Board Employee's employment under this Agreement automatically shall be terminated upon his death during the Term of Directors Employment or upon the effective date of Employee's retirement with UCB's consent or under the terms of UCB's pension plan. Upon any such termination, Employee (or, in the case of Employee's death, his estate) shall be entitled to receive any compensation Employee shall have earned prior to the date of termination but which remains unpaid. (c) Subject to UCB's obligations and Employee's rights under (i) Title I of the Americans with Disabilities Act, (Section Xxxx) 504 of the Rehabilitation Act, and the Family and Medical Leave Act, and to (ii) the vacation leave, disability leave, sick leave and any other leave policies of UCB, Employee's employment under this Agreement automatically shall be terminated in the event Employee becomes disabled during the Term of Employment and it is determined by UCB that Employee is unable to perform the essential functions of his job under this Agreement for sixty (60) business days or more during any 12-month period. Upon any such termination, Employee shall be entitled to receive any compensation Employee shall have earned prior to the date of termination but which remains unpaid, and shall be entitled to any payments provided under any disability income plan of UCB which is applicable to Employee. In the event of any disagreement between Employee and UCB as to whether Employee is physically or mentally (d) UCB otherwise may terminate the Employee’s 's employment at any timetime during the Term of Employment and for any reason satisfactory to UCB (and whether or not for "Cause" as defined below). Upon any such termination of Employee's employment by UCB under this Paragraph 7(d) for "Cause", but any termination by the Board of Directors other than termination for Just Cause, shall not prejudice the Employee’s right to compensation or other benefits under the Agreement. The Employee shall have no further rights under this Agreement (including any right to receive compensation or other benefits for any period after such termination). Upon any such termination for Just Cause. Termination for “Just Cause” shall include termination because of Employee's employment by UCB during the Employee’s personal dishonesty, incompetence, willful misconduct, breach Term of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of the Agreement. (c) Except as provided pursuant to Section 12 herein, in the event Employee’s employment Employment under this Agreement Paragraph 7(d) which is terminated by the Board of Directors without Just not for "Cause, The Killbuck Savings Bank Company ," UCB shall be obligated to continue to pay compensation to Employee each month through the Employee the salary provided pursuant to Section 2 herein, up to the date of termination unexpired portion of the Term (including any renewal term) of this Agreement and the cost of Employee obtaining all health, life, disability, and other benefits which the Employee would be eligible to participate Employment in through such date based upon the benefit levels substantially an amount equal to those being provided Employee's base salary (at Employee's base salary rate in effect at the time of such termination) plus an amount equal to the monthly amount available to Employee at the date time of such termination for the purchase of employmentbenefits under UCB's flexible benefits "cafeteria" plan. However, UCB shall have no obligation or liability to Employee for any other benefits Employee would have if he continued as an employee of UCB. Notwithstanding the foregoing, in no event except as provided pursuant to Section 12 herein shall the Employee receive payment of his salary in accordance with Section 2 herein and the cost of applicable benefits for a period of more than twelve months from the date of termination of employment without Just Cause. To receive compensation under this section, employee agrees not to be employed at any financial institution, which maintains offices within Xxxxxx County while receiving such compensation. Such employment will result in employee forfeiting any remaining compensation as described in this section. (d) If the Employee is removed and/or permanently prohibited from participating in the conduct of The Killbuck Savings Bank Company’s affairs by an order issued under Section 8 (e) (4) or 8 (g) (1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818 (e) (4) and (g) (1)), all obligations of The Killbuck Savings Bank Company under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the parties shall not be affected. (e) If The Killbuck Savings Bank Company is in default (as defined in Section 3 (x) (1) of FDIA) all obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (f) All obligations under this Agreement shall be terminated, except as to the extent determined that continuation of this Agreement is necessary for the continued operation of The Killbuck Savings Bank Company (i) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of The Killbuck Savings Bank Company under the authority anything contained in Section 13 (c) of FDIA; or (ii) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Superintendent of the Division of Financial Institutions, or his designee, approves a supervisory merger to resolve problems related to operation of The Killbuck Savings Bank Company or when The Killbuck Savings Bank Company is determined by the Superintendent of the Division of Financial Institutions to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (g) The voluntary termination by the Employee during the term of this Agreement with the delivery of no less than 60 days written notice to the Board of Directors, other than pursuant to Section 12 (b) in which case the Employee shall be entitled to receive only the compensation, vested rights, and all employee benefits up to the date of such termination. (h) Notwithstanding anything herein to the contrary, any payments made before UCB may terminate Employee's employment for a Cause described in Paragraph 7(d)(i) below, UCB first shall give Employee ten (10) days written notice of the facts or circumstances constituting such Cause for termination, and, if during such period Employee shall cure such Cause to the Employee pursuant to reasonable satisfaction of UCB, then Employee's employment shall continue; provided however, that, in the Agreement event of any reoccurrence or otherwise, shall be subject to and conditioned upon compliance with 12 USC Sec. 1828 (k) and any regulations promulgated thereunder.further occurrence of the

Termination and Termination Pay. The (a) Employee’s 's employment under this Agreement may be terminated at any time by Employee upon ninety (90) days written notice to the Bank. Upon such termination, Employee shall be entitled to receive compensation through the effective date of such termination; provided, however, that the Bank, in its sole discretion, may elect for Employee not to serve out part or all of said notice period. (b) Employee's employment under this Agreement shall be terminated upon any of the following occurrences: (a) The death of the Employee during the term of this Agreement. Upon any such termination, in which event the Employee’s 's estate shall be entitled to receive the any compensation due the to Employee computed through the last day of the third calendar month following the month in which Employee’s his death shall have occurredoccurred but which remains unpaid. (bc) In the event Employee becomes disabled during the term of his employment hereunder and it is determined by the Bank that Employee is permanently unable to perform his duties under this Agreement, the Bank shall continue to compensate Employee at the level of compensation described in Paragraph 2 above, and shall continue to provide Employee each of the other benefits set forth or described in this Agreement, for the remaining term of this Agreement, less any other payments provided under any disability income plan of the Bank which is applicable to Employee. In the event of any disagreement between Employee and the Bank as to whether Employee is physically or mentally incapacitated such as will result in the termination of Employee's employment pursuant to this Paragraph 6(c), the question of such incapacity shall be submitted to an impartial and reputable physician for determination, selected by mutual agreement of Employee and the Bank or, failing such agreement, by two (2) physicians (one (1) of whom shall be selected by the Bank and the other by Employee), and such determination of the question of such incapacity by such physician or physicians shall be final and binding on Employee and the Bank. The Bank shall pay the reasonable fees and expenses of such physician or physicians in making any determination required under this Paragraph 6(c) . (d) The Board of Directors Bank may terminate the Employee’s 's employment at any timetime for any reason with or without "Cause" (as defined below), but any termination by the Board of Directors Bank other than termination for Just "Cause", (as defined below) shall not prejudice the Employee’s 's right to compensation or other benefits under this Agreement for a period of time equal to the balance of the term of this Agreement. The Following any termination of Employee's employment by the Bank for "Cause", Employee shall have no further rights under this Agreement (including any right to receive compensation or other benefits for any period after termination for Just Cause. Termination for “Just Cause” shall include termination because of the Employee’s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of the Agreement. (c) Except as provided pursuant to Section 12 herein, in the event Employee’s employment under this Agreement is terminated by the Board of Directors without Just Cause, The Killbuck Savings Bank Company shall be obligated to continue to pay the Employee the salary provided pursuant to Section 2 herein, up to the date of termination of the Term (including any renewal term) of this Agreement and the cost of Employee obtaining all health, life, disability, and other benefits which the Employee would be eligible to participate in through such date based upon the benefit levels substantially equal to those being provided Employee at the date of termination of employment. Notwithstanding the foregoing, in no event except as provided pursuant to Section 12 herein shall the Employee receive payment of his salary in accordance with Section 2 herein and the cost of applicable benefits for a period of more than twelve months from the date of termination of employment without Just Cause. To receive compensation under this section, employee agrees not to be employed at any financial institution, which maintains offices within Xxxxxx County while receiving such compensation. Such employment will result in employee forfeiting any remaining compensation as described in this section. (d) If the Employee is removed and/or permanently prohibited from participating in the conduct of The Killbuck Savings Bank Company’s affairs by an order issued under Section 8 (e) (4) or 8 (g) (1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818 (e) (4) and (g) (1)), all obligations of The Killbuck Savings Bank Company under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the parties shall not be affected. (e) If The Killbuck Savings Bank Company is in default (as defined in Section 3 (x) (1) of FDIA) all obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (f) All obligations under this Agreement shall be terminated, except as to the extent determined that continuation of this Agreement is necessary for the continued operation of The Killbuck Savings Bank Company (i) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of The Killbuck Savings Bank Company under the authority contained in Section 13 (c) of FDIA; or (ii) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Superintendent of the Division of Financial Institutions, or his designee, approves a supervisory merger to resolve problems related to operation of The Killbuck Savings Bank Company or when The Killbuck Savings Bank Company is determined by the Superintendent of the Division of Financial Institutions to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (g) The voluntary termination by the Employee during the term of this Agreement with the delivery of no less than 60 days written notice to the Board of Directors, other than pursuant to Section 12 (b) in which case the Employee shall be entitled to receive only the compensation, vested rights, and all employee benefits up to the date of such termination). (h) Notwithstanding anything herein to the contrary, any payments made to the Employee pursuant to the Agreement or otherwise, shall be subject to and conditioned upon compliance with 12 USC Sec. 1828 (k) and any regulations promulgated thereunder.

Termination and Termination Pay. (a) The EmployeeOfficer’s employment under this Agreement shall be terminated upon any of the following occurrences: (a) The death of the Employee Officer during the term of this Agreement, in which event event, the EmployeeOfficer’s estate shall be entitled to receive the compensation due the Employee Officer through the last day of the third calendar month following the month in which Employee’s his death shall have occurredoccurred and for a period of one month thereafter. (b) The Board Officer’s employment under this Agreement may be terminated at any time by the Officer upon 60 days’ written notice to the Directors. Upon such termination, the Officer shall be entitled to receive compensation through the effective date of such termination. (c) The Directors may terminate the EmployeeOfficer’s employment at any time, but any termination by the Board of Directors Directors, other than termination for Just Cause, shall not prejudice the EmployeeOfficer’s right to compensation or other benefits under the this Agreement. The Employee Bank shall provide written notice specifying the grounds for termination for Cause. The Officer shall have no right to receive compensation or other benefits for any period after termination for Just Cause. Termination for “Just Cause” Cause shall include termination because of the EmployeeOfficer’s personal dishonestydishonesty or moral turpitude, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule rule, or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of this Agreement. Notwithstanding such termination, the Agreementobligations under Paragraph 6(c) shall survive any termination of employment. (cd) Except as provided pursuant Subject to Section 12 hereinthe Bank’s obligations and the Officer’s rights under (i) Title I of the Americans with Dxxxxxxxxxxx Xxx, in §000 of the event EmployeeRehabilitation Act, and the Family and Medical Leave Act, and to (ii) the vacation leave, disability leave, sick leave and any other leave policies of the Bank, the Officer’s employment under this Agreement is terminated by the Board of Directors without Just Cause, The Killbuck Savings Bank Company automatically shall be obligated to continue to pay the Employee the salary provided pursuant to Section 2 herein, up to the date of termination of the Term (including any renewal term) of this Agreement and the cost of Employee obtaining all health, life, disability, and other benefits which the Employee would be eligible to participate in through such date based upon the benefit levels substantially equal to those being provided Employee at the date of termination of employment. Notwithstanding the foregoing, in no event except as provided pursuant to Section 12 herein shall the Employee receive payment of his salary in accordance with Section 2 herein and the cost of applicable benefits for a period of more than twelve months from the date of termination of employment without Just Cause. To receive compensation under this section, employee agrees not to be employed at any financial institution, which maintains offices within Xxxxxx County while receiving such compensation. Such employment will result in employee forfeiting any remaining compensation as described in this section. (d) If the Employee is removed and/or permanently prohibited from participating terminated in the conduct of The Killbuck Savings Bank Company’s affairs by an order issued under Section 8 (e) (4) or 8 (g) (1) of event the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818 (e) (4) and (g) (1)), all obligations of The Killbuck Savings Bank Company under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the parties shall not be affected. (e) If The Killbuck Savings Bank Company is in default (as defined in Section 3 (x) (1) of FDIA) all obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (f) All obligations under this Agreement shall be terminated, except as to the extent determined that continuation of this Agreement is necessary for the continued operation of The Killbuck Savings Bank Company (i) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of The Killbuck Savings Bank Company under the authority contained in Section 13 (c) of FDIA; or (ii) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Superintendent of the Division of Financial Institutions, or his designee, approves a supervisory merger to resolve problems related to operation of The Killbuck Savings Bank Company or when The Killbuck Savings Bank Company is determined by the Superintendent of the Division of Financial Institutions to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (g) The voluntary termination by the Employee Officer becomes disabled during the term of this Agreement with and it is determined by the delivery Bank that the Officer is unable to perform the essential functions of no less than 60 his job under this Agreement for sixty (60) business days written notice to or more during any 12-month period. Upon any such termination, the Board of Directors, other than pursuant to Section 12 (b) in which case the Employee Officer shall be entitled to receive only any compensation the compensation, vested rights, and all employee benefits up Officer shall have earned prior to the date of such termination. (h) Notwithstanding anything herein termination but which remains unpaid, and shall be entitled to any payments provided under any disability income plan of the Bank which is applicable to the contrary, Officer. In the event of any payments made disagreement between the Officer and the Bank as to whether the Employee Officer is physically or mentally incapacitated such as will result in the termination of the Officer’s employment pursuant to this Paragraph 8(d), the Agreement or otherwise, question of such incapacity shall be subject submitted to an impartial physician licensed to practice medicine in North Carolina for determination and conditioned upon compliance with 12 USC Secwho will be selected by mutual agreement of the Officer and the Bank, or failing such agreement, by two (2) physicians (one (1) of whom shall be selected by the Bank and the other by the Officer), and such determination of the question of such incapacity by such physician or physicians shall be final and binding on the Officer and the Bank. 1828 (k) The Bank shall pay the reasonable fees and expenses of such physician or physicians in making any regulations promulgated thereunderdetermination required under this Paragraph 8(d).

Termination and Termination Pay. (a) The EmployeeOfficer’s employment under this Agreement shall be terminated upon any of the following occurrences: (a) The death of the Employee Officer during the term of this Agreement, in which event event, the EmployeeOfficer’s estate shall be entitled to receive the compensation due the Employee Officer through the last day of the third calendar month following the month in which Employeethe Officer’s death shall have occurredoccurred and for a period of one month thereafter. (b) The Board Officer’s employment under this Agreement may be terminated at any time by the Officer upon 60 days’ written notice to the Directors. Upon such termination, the Officer shall be entitled to receive compensation through the effective date of such termination. (c) The Directors may terminate the EmployeeOfficer’s employment at any time, but any termination by the Board of Directors Directors, other than termination for Just Cause, shall not prejudice the EmployeeOfficer’s right to compensation or other benefits under the this Agreement. The Employee Officer shall not be deemed to have been terminated for Cause unless and until the Directors approve a resolution, which shall (1) contain a finding that, in the good faith opinion of the Directors, the Officer has committed an act or acts constituting Cause, and (2) specify the particulars constituting Cause. The resolution shall have no been duly adopted by the affirmative vote of all the directors of the Bank then in office, excluding the Officer, at a meeting duly called and held for that purpose. Notice of the meeting and a draft of the proposed resolution approving termination for Cause shall be given to the Officer a reasonable amount of time before the meeting of the Directors. The Officer and his counsel (if the Officer chooses to have counsel present) shall have a reasonable opportunity to be heard by the Directors at the meeting. Nothing in this Agreement limits the Officer’s or his beneficiaries’ right to receive contest the validity or propriety of the determination of Cause by the Directors. Upon termination for Cause, the Executive shall not be entitled to any further compensation or other benefits for beyond his effective termination date, except any period after termination for Just Cause. Termination for “Just Cause” shall include termination because of benefits to which he may be entitled under the EmployeeBank’s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of the Agreement. (c) Except as provided pursuant to Section 12 herein, benefit plans and policies in the event Employee’s employment under this Agreement is terminated by the Board of Directors without Just Cause, The Killbuck Savings Bank Company shall be obligated to continue to pay the Employee the salary provided pursuant to Section 2 herein, up to effect on the date of termination or such benefits which by the terms of the Term (including any renewal term) plan document continue after such termination. For purposes of this Agreement and the cost of Employee obtaining all healthEmployment Agreement, life, disability, and other benefits which the Employee would be eligible to participate in through such date based upon the benefit levels substantially equal to those being provided Employee at the date of termination of employment. Notwithstanding the foregoing, in no event except as provided pursuant to Section 12 herein shall the Employee receive payment of his salary in accordance with Section 2 herein and the cost of applicable benefits for a period of more than twelve months from the date of termination of employment without Just “Cause. To receive compensation under this section, employee agrees not to be employed at ” means any financial institution, which maintains offices within Xxxxxx County while receiving such compensation. Such employment will result in employee forfeiting any remaining compensation as described in this section. (d) If the Employee is removed and/or permanently prohibited from participating in the conduct of The Killbuck Savings Bank Company’s affairs by an order issued under Section 8 (e) (4) or 8 (g) (1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818 (e) (4) and (g) (1)), all obligations of The Killbuck Savings Bank Company under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the parties shall not be affected. (e) If The Killbuck Savings Bank Company is in default (as defined in Section 3 (x) (1) of FDIA) all obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (f) All obligations under this Agreement shall be terminated, except as to the extent determined that continuation of this Agreement is necessary for the continued operation of The Killbuck Savings Bank Company (i) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of The Killbuck Savings Bank Company under the authority contained in Section 13 (c) of FDIA; or (ii) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Superintendent of the Division of Financial Institutions, or his designee, approves a supervisory merger to resolve problems related to operation of The Killbuck Savings Bank Company or when The Killbuck Savings Bank Company is determined by the Superintendent of the Division of Financial Institutions to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (g) The voluntary termination by the Employee during the term of this Agreement with the delivery of no less than 60 days written notice to the Board of Directors, other than pursuant to Section 12 (b) in which case the Employee shall be entitled to receive only the compensation, vested rights, and all employee benefits up to the date of such termination. (h) Notwithstanding anything herein to the contrary, any payments made to the Employee pursuant to the Agreement or otherwise, shall be subject to and conditioned upon compliance with 12 USC Sec. 1828 (k) and any regulations promulgated thereunder.following:

Termination and Termination Pay. The Employee’s 's employment under this Agreement shall be terminated upon any of the following occurrences: (a) The death of the Employee during the term of this Agreement, in which event the Employee’s 's estate shall be entitled to receive the compensation due the Employee through the last day of the third calendar month following the month in which Employee’s 's death shall have occurred. (b) The Board of Directors may terminate the Employee’s 's employment at any time, but any termination by the Board of Directors other than termination for Just Cause, shall not prejudice the Employee’s 's right to compensation or other benefits under the Agreement. The Employee shall have no right to receive compensation or other benefits for any period after termination for Just Cause. Termination for “"Just Cause” " shall include termination because of the Employee’s 's personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of the Agreement. (c) Except as provided pursuant to Section 12 herein, in the event Employee’s 's employment under this Agreement is terminated by the Board of Directors without Just Cause, The Killbuck Savings the Bank Company shall be obligated to continue to pay the Employee the salary provided pursuant to Section 2 herein, up to the date of termination of the Term term (including any renewal term) of this Agreement and the cost of Employee obtaining all health, life, disability, and other benefits which the Employee would be eligible to participate in through such date based upon the benefit levels substantially equal to those being provided Employee at the date of termination of employment. Notwithstanding the foregoing, in no event except as provided pursuant to Section 12 herein shall the Employee receive payment of his salary in accordance with Section 2 herein and the cost of applicable benefits for a period of more than twelve months from the date of termination of employment without Just Cause. To receive compensation under this section, employee agrees not to be employed at any financial institution, which maintains offices within Xxxxxx County while receiving such compensation. Such employment will result in employee forfeiting any remaining compensation as described in this section. (d) If the Employee is removed and/or permanently prohibited from participating in the conduct of The Killbuck Savings Bank Company’s the Bank's affairs by an order issued under Section 8 (e) (4Sections 8(e)(4) or 8 (g) (18(g)(1) of the Federal Deposit Insurance Act (“"FDIA”") (12 U.S.C. 1818 (e) (41818(e)(4) and (g) (1g)(1)), all obligations of The Killbuck Savings the Bank Company under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the parties shall not be affected. (e) If The Killbuck Savings the Bank Company is in default (as defined in Section 3 (x) (13(x)(1) of FDIA) all obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (f) All obligations under this Agreement shall be terminated, except as to the extent determined that continuation of this Agreement is necessary for the continued operation of The Killbuck Savings Bank Company the Bank: (i) by the Superintendent Georgia Department of the Division of Financial InstitutionsBanking and Finance, or his their designee, at the time that the Federal Deposit Insurance Corporation (“"FDIC”") or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of The Killbuck Savings the Bank Company under the authority contained in Section 13 (c13(c) of FDIA; or (ii) by the Superintendent Director of the Division of Financial InstitutionsFDIC, or his or her designee, at the time that the Superintendent Director of the Division of Financial InstitutionsFDIC, or his designee, or her designee approves a supervisory merger to resolve problems related to operation of The Killbuck Savings the Bank Company or when The Killbuck Savings the Bank Company is determined by the Superintendent Director of the Division of Financial Institutions FDIC to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (g) The voluntary termination by the Employee during the term of this Agreement with the delivery of no less than 60 days written notice to the Board of Directors, other than pursuant to Section 12 (b) 12(b), in which case the Employee shall be entitled to receive only the compensation, vested rights, and all employee benefits up to the date of such termination. (h) Notwithstanding anything herein to the contrary, any payments made to the Employee pursuant to the Agreement Agreement, or otherwise, shall be subject to and conditioned upon compliance with 12 USC Sec. 1828 (kss.1828(k) and any regulations promulgated thereunder.

Termination and Termination Pay. The Employee’s 's employment under this Agreement shall be terminated upon any of the following occurrences: (a) The death of the Employee during the term of this Agreement, in which event the Employee’s 's estate shall be entitled to receive the compensation due the Employee through the last day of the third calendar month following the month in which Employee’s 's death shall have occurred. (b) The Board of Directors may terminate the Employee’s 's employment at any time, but any termination by the Board of Directors other than termination for Just Cause, shall not prejudice the Employee’s 's right to compensation or other benefits under the Agreement. The Employee shall have no right to receive compensation or other benefits for any period after termination for Just Cause. Termination for “"Just Cause” " shall include termination because of the Employee’s 's personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of the Agreement. (c) Except in the event that payments are made to the Employee as provided pursuant to Section 12 herein, in the event Employee’s 's employment under this Agreement is terminated by the Board of Directors without Just Cause, The Killbuck Savings Bank Company the Association shall be obligated to continue to pay the Employee the salary provided pursuant to Section 2 herein, up to the date of termination of the Term term (including any renewal term) of this Agreement and the cost of Employee obtaining all health, life, disability, and other benefits which the Employee would be eligible to participate in through such date based upon the benefit levels substantially equal to those being provided Employee at the date of termination of employment. Notwithstanding the foregoing, in no event except as provided pursuant to Section 12 herein shall the Employee receive payment of his salary in accordance with Section 2 herein and the cost of applicable benefits for a period of more than twelve months from the date of termination of employment without Just Cause. To receive compensation under this section, employee agrees not to be employed at any financial institution, which maintains offices within Xxxxxx County while receiving such compensation. Such employment will result in employee forfeiting any remaining compensation as described in this section. (d) If the Employee is removed and/or permanently prohibited from participating in the conduct of The Killbuck Savings Bank Company’s the Association's affairs by an order issued under Section 8 (e) (4Sections 8(e)(4) or 8 (g) (18(g)(1) of the Federal Deposit Insurance Act (“"FDIA”") (12 U.S.C. 1818 (e) (41818(e)(4) and (g) (1g)(1)), all obligations of The Killbuck Savings Bank Company the Association under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the parties shall not be affected. (e) If The Killbuck Savings Bank Company the Association is in default (as defined in Section 3 (x) (13(x)(1) of FDIA) all obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (f) All obligations under this Agreement shall be terminated, except as to the extent determined that continuation of this Agreement is necessary for the continued operation of The Killbuck Savings Bank Company the Association: (i) by the Superintendent Director of the Division Office of Financial InstitutionsThrift Supervision ("Director of OTS"), or his or her designee, at the time that the Federal Deposit Insurance Corporation (“"FDIC”") or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of The Killbuck Savings Bank Company the Association under the authority contained in Section 13 (c13(c) of FDIA; or (ii) by the Superintendent Director of the Division of Financial InstitutionsOTS, or his or her designee, at the time that the Superintendent Director of the Division of Financial InstitutionsOTS, or his designee, or her designee approves a supervisory merger to resolve problems related to operation of The Killbuck Savings Bank Company the Association or when The Killbuck Savings Bank Company the Association is determined by the Superintendent Director of the Division of Financial Institutions OTS to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (g) The voluntary termination by the Employee during the term of this Agreement with the delivery of no less than 60 days written notice to the Board of Directors, other than pursuant to Section 12 (b) 12(b), in which case the Employee shall be entitled to receive only the compensation, vested rights, and all employee benefits up to the date of such termination. (h) Notwithstanding anything herein to the contrary, any payments made to the Employee pursuant to the Agreement Agreement, or otherwise, shall be subject to and conditioned upon compliance with 12 USC Sec. 1828 (kss.1828(k) and any regulations promulgated thereunder.

Termination and Termination Pay. (a) The Employee’s Officer's employment under this Agreement shall be terminated upon any of the following occurrences: (a) The death of the Employee Officer during the term of this Agreement, in which event event, the Employee’s Officer's estate shall be entitled to receive the compensation due the Employee Officer through the last day of the third calendar month following the month in which Employee’s his death shall have occurredoccurred and for a period of one month thereafter. (b) The Board Officer's employment under this Agreement may be terminated at any time by the Officer upon 60 days' written notice to the Directors. Upon such termination, the Officer shall be entitled to receive compensation through the effective date of such termination. (c) The Directors may terminate the Employee’s Officer's employment at any time, but any termination by the Board of Directors Directors, other than termination for Just Cause, shall not prejudice the Employee’s Officer's right to compensation or other benefits under the this Agreement. The Employee Bank shall provide written notice specifying the grounds for termination for Cause. The Officer shall have no right to receive compensation or other benefits for any period after termination for Just Cause. Termination for “Just Cause” Cause shall include termination because of the Employee’s Officer's personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule rule, or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of this Agreement. Notwithstanding such termination, the Agreement. (cobligations under Paragraph 6(c) Except as provided pursuant to Section 12 herein, in the event Employee’s employment under this Agreement is terminated by the Board of Directors without Just Cause, The Killbuck Savings Bank Company shall be obligated to continue to pay the Employee the salary provided pursuant to Section 2 herein, up to the date of termination of the Term (including survive any renewal term) of this Agreement and the cost of Employee obtaining all health, life, disability, and other benefits which the Employee would be eligible to participate in through such date based upon the benefit levels substantially equal to those being provided Employee at the date of termination of employment. Notwithstanding the foregoing, in no event except as provided pursuant to Section 12 herein shall the Employee receive payment of his salary in accordance with Section 2 herein and the cost of applicable benefits for a period of more than twelve months from the date of termination of employment without Just Cause. To receive compensation under this section, employee agrees not to be employed at any financial institution, which maintains offices within Xxxxxx County while receiving such compensation. Such employment will result in employee forfeiting any remaining compensation as described in this section. (d) If Subject to the Employee is removed and/or permanently prohibited from participating in Bank's obligations and the conduct of The Killbuck Savings Bank Company’s affairs by an order issued Officer's rights under Section 8 (ei) (4) or 8 (g) (1) Title I of the Federal Deposit Insurance Act Americans with Disabilities Act, Section 504 of the Rehabilitation Act, and the Family and Medical Leave Act, and to (“FDIA”ii) (12 U.S.C. 1818 (e) (4) the vacation leave, disability leave, sick leave and (g) (1))any other leave policies of the Bank, all obligations of The Killbuck Savings Bank Company the Officer's employment under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the parties shall not be affected. (e) If The Killbuck Savings Bank Company is in default (as defined in Section 3 (x) (1) of FDIA) all obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (f) All obligations under this Agreement automatically shall be terminated, except as to terminated in the extent determined that continuation of this Agreement is necessary for event the continued operation of The Killbuck Savings Bank Company (i) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of The Killbuck Savings Bank Company under the authority contained in Section 13 (c) of FDIA; or (ii) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Superintendent of the Division of Financial Institutions, or his designee, approves a supervisory merger to resolve problems related to operation of The Killbuck Savings Bank Company or when The Killbuck Savings Bank Company is determined by the Superintendent of the Division of Financial Institutions to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (g) The voluntary termination by the Employee Officer becomes disabled during the term of this Agreement and it is determined by the Bank that the Officer is unable to perform the essential functions of his job, with or without reasonable accommodation, under this Agreement for sixty (60) business days or more during any 12-month period. Upon any such termination, the delivery of no less than 60 days written notice to the Board of Directors, other than pursuant to Section 12 (b) in which case the Employee Officer shall be entitled to receive only any compensation the compensation, vested rights, and all employee benefits up Officer shall have earned prior to the date of such termination. (h) Notwithstanding anything herein termination but which remains unpaid, and shall be entitled to any payments provided under any disability income plan of the Bank which is applicable to the contrary, Officer. In the event of any payments made disagreement between the Officer and the Bank as to whether the Employee Officer is physically or mentally incapacitated such as will result in the termination of the Officer's employment pursuant to this Paragraph 8(d), the Agreement or otherwise, question of such incapacity shall be subject submitted to an impartial physician licensed to practice medicine in North Carolina for determination and conditioned upon compliance with 12 USC Secwho will be selected by mutual agreement of the Officer and the Bank, or failing such agreement, by two (2) physicians (one (1) of whom shall be selected by the Bank and the other by the Officer), and such determination of the question of such incapacity by such physician or physicians shall be final and binding on the Officer and the Bank. 1828 (k) The Bank shall pay the reasonable fees and expenses of such physician or physicians in making any regulations promulgated thereunderdetermination required under this Paragraph 8(d).

Termination and Termination Pay. (a) The Employee’s Officer's employment under this Agreement shall be terminated upon any of the following occurrences: (a) The death of the Employee Officer during the term of this Agreement, in which event event, the Employee’s Officer's estate shall be entitled to receive the compensation due the Employee Officer through the last day of the third calendar month following the month in which Employee’s his death shall have occurredoccurred and for a period of one month thereafter. (b) The Board Officer's employment under this Agreement may be terminated at any time by the Officer upon 60 days' written notice to the Bank. Upon such termination, the Officer shall be entitled to receive compensation through the effective date of Directors such termination. (c) The Bank may terminate the Employee’s Officer's employment at any time, but any termination by the Board of Directors Bank, other than termination for Just Cause, shall not prejudice the Employee’s Officer's right to compensation or other benefits under the this Agreement. The Employee Bank shall provide written notice specifying the grounds for termination for Cause. The Officer shall have no right to receive compensation or other benefits for any period after termination for Just Cause. Termination for “Just Cause” Cause shall include termination because of the Employee’s Officer's personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule rule, or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of this Agreement. Notwithstanding such termination, the Agreement. (cobligations under Paragraph 6(c) Except as provided pursuant to Section 12 herein, in the event Employee’s employment under this Agreement is terminated by the Board of Directors without Just Cause, The Killbuck Savings Bank Company shall be obligated to continue to pay the Employee the salary provided pursuant to Section 2 herein, up to the date of termination of the Term (including survive any renewal term) of this Agreement and the cost of Employee obtaining all health, life, disability, and other benefits which the Employee would be eligible to participate in through such date based upon the benefit levels substantially equal to those being provided Employee at the date of termination of employment. Notwithstanding the foregoing, in no event except as provided pursuant to Section 12 herein shall the Employee receive payment of his salary in accordance with Section 2 herein and the cost of applicable benefits for a period of more than twelve months from the date of termination of employment without Just Cause. To receive compensation under this section, employee agrees not to be employed at any financial institution, which maintains offices within Xxxxxx County while receiving such compensation. Such employment will result in employee forfeiting any remaining compensation as described in this section. (d) If Subject to the Employee is removed and/or permanently prohibited from participating in Bank's obligations and the conduct of The Killbuck Savings Bank Company’s affairs by an order issued Officer's rights under Section 8 (ei) (4) or 8 (g) (1) Title I of the Federal Deposit Insurance Act Americans with Disabilities Act, Section 504 of the Rehabilitation Act, and the Family and Medical Leave Act, and to (“FDIA”ii) (12 U.S.C. 1818 (e) (4) the vacation leave, disability leave, sick leave and (g) (1))any other leave policies of the Bank, all obligations of The Killbuck Savings Bank Company the Officer's employment under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the parties shall not be affected. (e) If The Killbuck Savings Bank Company is in default (as defined in Section 3 (x) (1) of FDIA) all obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (f) All obligations under this Agreement automatically shall be terminated, except as to terminated in the extent determined that continuation of this Agreement is necessary for event the continued operation of The Killbuck Savings Bank Company (i) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of The Killbuck Savings Bank Company under the authority contained in Section 13 (c) of FDIA; or (ii) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Superintendent of the Division of Financial Institutions, or his designee, approves a supervisory merger to resolve problems related to operation of The Killbuck Savings Bank Company or when The Killbuck Savings Bank Company is determined by the Superintendent of the Division of Financial Institutions to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (g) The voluntary termination by the Employee Officer becomes disabled during the term of this Agreement and it is determined by the Bank that the Officer is unable to perform the essential functions of his job, with or without reasonable accommodation, under this Agreement for sixty (60) business days or more during any 12-month period. Upon any such termination, the delivery of no less than 60 days written notice to the Board of Directors, other than pursuant to Section 12 (b) in which case the Employee Officer shall be entitled to receive only any compensation the compensation, vested rights, and all employee benefits up Officer shall have earned prior to the date of such termination. (h) Notwithstanding anything herein termination but which remains unpaid, and shall be entitled to any payments provided under any disability income plan of the Bank which is applicable to the contrary, Officer. In the event of any payments made disagreement between the Officer and the Bank as to whether the Employee Officer is physically or mentally incapacitated such as will result in the termination of the Officer's employment pursuant to this Paragraph 8(d), the Agreement or otherwise, question of such incapacity shall be subject submitted to an impartial physician licensed to practice medicine in North Carolina for determination and conditioned upon compliance with 12 USC Secwho will be selected by mutual agreement of the Officer and the Bank, or failing such agreement, by two (2) physicians (one (1) of whom shall be selected by the Bank and the other by the Officer), and such determination of the question of such incapacity by such physician or physicians shall be final and binding on the Officer and the Bank. 1828 (k) The Bank shall pay the reasonable fees and expenses of such physician or physicians in making any regulations promulgated thereunderdetermination required under this Paragraph 8(d).

Termination and Termination Pay. The EmployeeExecutive’s employment under this Agreement shall be terminated upon any of the following occurrences: (a) The death of the Employee Executive during the term of this Agreement, in which event the EmployeeExecutive’s estate shall be entitled to receive the compensation due the Employee Executive through the last day of the third calendar month following the month in which EmployeeExecutive’s death shall have occurred. (b) The Board of Directors may terminate the EmployeeExecutive’s employment at any time, but any termination by the Board of Directors other than termination for Just Cause, shall not prejudice the EmployeeExecutive’s right to compensation or other benefits under the Agreement. The Employee Executive shall have no right to receive compensation or other benefits for any period after termination for Just Cause. The Board may within its sole discretion, acting in good faith, terminate the Executive for Just Cause and shall notify such Executive accordingly. Termination for “Just Cause” shall include termination because of the EmployeeExecutive’s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of the Agreement. (c) Except as provided pursuant to Section 12 herein9 hereof, in the event EmployeeExecutive’s employment under this Agreement is terminated by the Board of Directors without Just Cause, The Killbuck the Savings Bank Company shall be obligated to continue to pay the Employee Executive the salary provided pursuant to Section 2 3(a) herein, up to the date of termination of the remaining Term (including any renewal term) of this Agreement Agreement, but in no event for a period of less than twelve months, and the cost of Employee Executive obtaining all health, life, disability, and other benefits which the Employee Executive would be eligible to participate in through such date based upon the benefit levels substantially equal to those being provided Employee Executive at the date of termination of employment. . (d) Notwithstanding the foregoing, in the event Executive is a ‘Specified Employee’ (as defined herein) no event except as payment shall be made to Executive under sub-section 6(c) prior to the first day of the seventh month following the Executive’s termination of employment in excess of the ‘permitted amount’ under Section 409A of the Code. For these purposes the ‘permitted amount’ shall be an amount that does not exceed two times the lesser of: (A) the sum of Executive’s annualized compensation based upon the annual rate of pay for services provided to the Savings Bank for the calendar year preceding the year in which Executive terminates his employment, or (B) the maximum amount that may be taken into account under a tax-qualified plan pursuant to Section 12 herein shall 401(a)(17) of the Employee receive payment of his salary Code for the calendar year in accordance with Section 2 herein and the cost of applicable benefits for a period of more than twelve months from the date of which termination of employment without Just Causeoccurs. To receive compensation under this section, The payment of the ‘permitted amount’ shall be made within sixty (60) days of the occurrence of the event of termination. Any payment in excess of the permitted amount shall be made to Executive on the first day of the seventh month following the event of termination. ‘Specified Employee’ shall be interpreted to comply with Section 409A of the Code and shall mean a key employee agrees not to be employed at any financial institution, which maintains offices within Xxxxxx County while receiving such compensation. Such employment will result in employee forfeiting any remaining compensation as described in this section. (d) If the Employee is removed and/or permanently prohibited from participating in the conduct meaning of The Killbuck Savings Bank Company’s affairs by an order issued under Section 8 (e) (4) or 8 (g) (1416(i) of the Federal Deposit Insurance Act Code (“FDIA”) (12 U.S.C. 1818 (e) (4) and (g) (1)without regard to paragraph 5 thereof), all obligations of The Killbuck but an individual shall be a ‘Specified Employee’ only if the Savings Bank Company under this Agreement shall terminate, as or Parent is a publicly-traded institution or the subsidiary of the effective date of the order, but the vested rights of the parties shall not be affecteda publicly-traded holding company. (e) If The Killbuck Savings In the event the Executive voluntarily terminates his employment with the Bank Company is in default (as defined in Section 3 (x) (1) of FDIA) all obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (f) All obligations under this Agreement shall be terminated, except as to the extent determined that continuation of this Agreement is necessary for the continued operation of The Killbuck Savings Bank Company (i) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of The Killbuck Savings Bank Company under the authority contained in Section 13 (c) of FDIA; or (ii) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Superintendent of the Division of Financial Institutions, or his designee, approves a supervisory merger to resolve problems related to operation of The Killbuck Savings Bank Company or when The Killbuck Savings Bank Company is determined by the Superintendent of the Division of Financial Institutions to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (g) The voluntary termination by the Employee during the term of this Agreement with Agreement, the delivery of no less than 60 days written notice to the Board of Directors, other than pursuant to Section 12 (b) in which case the Employee Executive shall be entitled to receive only the compensation, vested rights, and all employee benefits due up to the date of such termination. (h) Notwithstanding anything herein to the contrary, any payments made to the Employee pursuant to the Agreement or otherwise, shall be subject to and conditioned upon compliance with 12 USC Sec. 1828 (k) and any regulations promulgated thereunder.

Termination and Termination Pay. The Employee’s Executive's employment under this Agreement shall be terminated upon any of the following occurrences: (a) The death of the Employee Executive during the term of this Agreement, in which event the Employee’s Executive's estate shall be entitled to receive the compensation due the Employee through Executive for at least one calendar month after the last day date of the third calendar month following the month in which Employee’s death shall have occurredExecutive's death. (b) The Board of Directors may terminate the Employee’s Executive's employment at any time, but any termination by the Board of Directors other than termination for Just Cause, shall not prejudice the Employee’s Executive's right to compensation or other benefits under the this Agreement. The Employee Executive shall have no right to receive compensation or other benefits for any period after termination for "Just Cause". The Board may, within its sole discretion and acting in good faith, terminate the Executive for Just Cause and shall notify such Executive accordingly. Termination for “Just Cause” Cause shall include be defined as termination because of the Employee’s Executive's personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of the this Agreement. (c) Except as provided pursuant to Section 12 herein9 hereof, in the event Employee’s Executive's employment under this Agreement is terminated by the Board of Directors without Just Cause, The Killbuck Savings the Bank Company shall be obligated to continue to pay the Employee Executive the salary provided pursuant to Section 2 3(a) herein, up to through the date of termination of the remaining Term (including any renewal term) of this Agreement Agreement, but in no event for a period of less than twenty-four (24) months, and the cost of Employee Executive obtaining all health, life, disability, disability and other benefits which the Employee Executive would be eligible to participate in through such date based upon the benefit levels substantially equal to those being provided Employee to the Executive at the date of termination of employment. Notwithstanding No payment shall be made under this Section 6(c) unless the foregoing, in no event except as provided pursuant to Section 12 herein shall the Employee receive payment of his salary in accordance with Section 2 herein and the cost of applicable benefits for a period of more than twelve months from the date of Executive's termination of employment without Just Causequalifies as a Separation from Service (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for in the Section 409A regulations). To receive compensation under this section, employee agrees not to be employed at any financial institution, which maintains offices within Xxxxxx County while receiving such compensation. Such employment will result in employee forfeiting any remaining compensation as described in this section. (d) If the Executive is a Specified Employee is removed and/or permanently prohibited from participating in the conduct of The Killbuck Savings Bank Company’s affairs by an order issued under Section 8 (e) (4) or 8 (g) (1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818 (e) (4) and (g) (1)), all obligations of The Killbuck Savings Bank Company under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the parties shall not be affected. (e) If The Killbuck Savings Bank Company is in default (as defined in Section 3 (x409A) (1) at the time of FDIA) all obligations his Separation from Service, then payments under this Agreement shall terminate as of the date of default, but this paragraph Section 6(c) which constitute deferred compensation under Section 409A shall not affect any vested rights of be paid until the contracting parties185th day following the Executive's Separation from Service, or his earlier death (the Delayed Distribution Date). To the extent permitted by Section 409A, amounts payable under this Section 6(c) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation. (f) All obligations under this Agreement shall be terminated, except as to the extent determined that continuation of this Agreement is necessary for the continued operation of The Killbuck Savings Bank Company (i) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of The Killbuck Savings Bank Company under the authority contained in Section 13 (c) of FDIA; or (ii) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Superintendent of the Division of Financial Institutions, or his designee, approves a supervisory merger to resolve problems related to operation of The Killbuck Savings Bank Company or when The Killbuck Savings Bank Company is determined by the Superintendent of the Division of Financial Institutions to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (gd) The voluntary termination by the Employee Executive during the term of this Agreement with the delivery of no less than 60 sixty (60) days written notice to the Board of Directors, other than pursuant to Section 12 (b) 9(b), in which case the Employee Executive shall be entitled to receive only the compensation, vested rights, and all employee benefits up to the date of such termination. (h) Notwithstanding anything herein to the contrary, any payments made to the Employee pursuant to the Agreement or otherwise, shall be subject to and conditioned upon compliance with 12 USC Sec. 1828 (k) and any regulations promulgated thereunder.

Termination and Termination Pay. The Employee’s 's employment under this Agreement shall be terminated upon any of the following occurrences: (a) The death of the Employee during the term Term of this Agreement, in which event the Employee’s 's estate shall be entitled to receive the compensation due the Employee through the last day of the third calendar month following the month in which Employee’s 's death shall have occurred. (b) The Board of Directors Bank may terminate the Employee’s 's employment at any time with or without Just Cause within its sole discretion. This Agreement shall not be deemed to give Employee any right to be retained in the employment or service of the Bank, or to interfere with the right of the Bank to terminate the employment of the Employee at any time, but any termination by the Board of Directors Bank other than termination for Just Cause, shall not prejudice the Employee’s 's right to compensation or other benefits detailed under the Agreement. The Employee shall have no right to receive compensation or other benefits for any period after termination for Just Cause. The Bank may within its sole discretion, acting in good faith, terminate the Employee for Just Cause and shall notify such Employee accordingly. Termination for “"Just Cause” " shall include termination because of the Employee’s 's personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of the Agreement. (c) Except as provided pursuant to Section 12 herein, in the event of the Employee’s employment under this Agreement is terminated 's Termination of Employment by the Board of Directors Bank without Just CauseCause during the Term of this Agreement, The Killbuck Savings the Bank Company shall be obligated to continue to pay the Employee the salary provided pursuant to Section 2 herein, up to the last date of termination of the remaining Term (including any renewal term) of this Agreement Agreement, but in no event for a period of less than twelve months, and the cost of Employee obtaining all health, life, disability, and other benefits which the Employee would be eligible to participate in through such date based upon the benefit levels substantially equal to those being provided Employee at the date of termination Termination of employment. Notwithstanding the foregoing, in no event except as provided pursuant to Section 12 herein shall the Employee receive payment of his salary in accordance with Section 2 herein and the cost of applicable benefits for a period of more than twelve months from the date of termination of employment without Just Cause. To receive compensation under this section, employee agrees not to be employed at any financial institution, which maintains offices within Xxxxxx County while receiving such compensation. Such employment will result in employee forfeiting any remaining compensation as described in this sectionEmployment. (d) If the Employee is removed and/or permanently prohibited from participating in the conduct of The Killbuck Savings Bank Company’s affairs by an order issued under Section 8 (e) (4) or 8 (g) (1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818 (e) (4) and (g) (1)), all obligations of The Killbuck Savings Bank Company under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the parties shall not be affected. (e) If The Killbuck Savings Bank Company is in default (as defined in Section 3 (x) (1) of FDIA) all obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (f) All obligations under this Agreement shall be terminated, except as to the extent determined that continuation of this Agreement is necessary for the continued operation of The Killbuck Savings Bank Company (i) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of The Killbuck Savings Bank Company under the authority contained in Section 13 (c) of FDIA; or (ii) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Superintendent of the Division of Financial Institutions, or his designee, approves a supervisory merger to resolve problems related to operation of The Killbuck Savings Bank Company or when The Killbuck Savings Bank Company is determined by the Superintendent of the Division of Financial Institutions to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (g) The voluntary termination Termination of Employment by the Employee during the term Term of this Agreement with the delivery of no less than 60 days written notice to the Board of Directors, other than pursuant to Section 12 (b) 12(b), in which case the Employee shall be entitled to receive only the compensation, vested rights, and all employee benefits up to the date of such termination. (he) Notwithstanding anything herein to Upon the contrary, any payments made to termination of employment of the Employee pursuant to as an officer and employee of the Bank for any reason, the Employee hereby agrees and acknowledges that this Agreement or otherwiseshall constitute such individual’s letter of resignation as a member of the Board of Directors of the Parent, shall be subject to the Bank, and conditioned upon compliance with 12 USC Sec. 1828 (k) all related entities of the Parent and any regulations promulgated thereunderthe Bank, effective as of the date of such termination of employment.

Termination and Termination Pay. (a) The EmployeeOfficer’s employment under this Agreement shall be terminated upon any of the following occurrences: (a) The death of the Employee Officer during the term Term of this Agreement, in which event event, the EmployeeOfficer’s estate shall be entitled to receive the compensation due the Employee Officer through the last day of the third calendar month following the month in which Employeethe Officer’s death shall have occurredoccurred and for a period of one month thereafter. (b) The Board Officer may terminate his employment under this Agreement at any time upon sixty (60) days’ prior written notice to the Directors. Upon such termination, the Officer shall be entitled to receive compensation through the effective date of such termination. The Bank, at its sole election, may relieve the Officer of his duties and pay the Officer his current Base Salary in lieu of all or a portion of such notice period. Notwithstanding such termination, the Officer’s obligations under Paragraph 6 shall survive any termination of employment. (c) The Directors may terminate the EmployeeOfficer’s employment at any timetime and for any reason in the absence of “Cause” as defined below. Upon a termination without Cause during the Initial Term, but the Officer shall continue to receive his Base Salary through the end of the Initial Term; upon a termination without Cause during an Extension Term, the Officer shall continue to receive his Base Salary through the end of such Extension Term. Notwithstanding such termination, the Officer’s obligations under Paragraph 6 shall survive any termination by of employment. (d) The Directors may terminate the Board of Directors other than Officer’s employment for Cause immediately upon written notice specifying the grounds for a termination for Just Cause, shall not prejudice the Employee’s right to compensation or other benefits under the Agreement. The Employee Officer shall have no right to receive compensation or other benefits for any period after termination for Just Cause. Termination For the purpose of this Agreement, a termination for “Just Cause” Cause shall include termination because of the Employee’s Officer’s: personal dishonesty, dishonesty or moral turpitude; incompetence, ; willful misconduct, ; breach of fiduciary duty involving personal profit, ; intentional failure to perform stated duties, ; willful violation of any law, rule rule, or regulation (other than minor traffic violations or similar minor offenses) or final cease-and-desist order, ); or material breach of any provision of this Agreement. Notwithstanding such termination, the AgreementOfficer’s obligations under Paragraph 6 shall survive any termination of employment. (ce) Except as provided pursuant Subject to Section 12 hereinthe Bank’s obligations and the Officer’s rights under (i) Title I of the Americans with Dxxxxxxxxxxx Xxx, in §000 of the event EmployeeRehabilitation Act, and the Family and Medical Leave Act, and to (ii) the vacation leave, disability leave, sick leave and any other leave policies of the Bank, the Officer’s employment under this Agreement is terminated by the Board of Directors without Just Cause, The Killbuck Savings Bank Company automatically shall be obligated to continue to pay the Employee the salary provided pursuant to Section 2 herein, up to the date of termination of the Term (including any renewal term) of this Agreement and the cost of Employee obtaining all health, life, disability, and other benefits which the Employee would be eligible to participate in through such date based upon the benefit levels substantially equal to those being provided Employee at the date of termination of employment. Notwithstanding the foregoing, in no event except as provided pursuant to Section 12 herein shall the Employee receive payment of his salary in accordance with Section 2 herein and the cost of applicable benefits for a period of more than twelve months from the date of termination of employment without Just Cause. To receive compensation under this section, employee agrees not to be employed at any financial institution, which maintains offices within Xxxxxx County while receiving such compensation. Such employment will result in employee forfeiting any remaining compensation as described in this section. (d) If the Employee is removed and/or permanently prohibited from participating terminated in the conduct of The Killbuck Savings Bank Company’s affairs by an order issued under Section 8 (e) (4) or 8 (g) (1) of event the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818 (e) (4) and (g) (1)), all obligations of The Killbuck Savings Bank Company under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the parties shall not be affected. (e) If The Killbuck Savings Bank Company is in default (as defined in Section 3 (x) (1) of FDIA) all obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (f) All obligations under this Agreement shall be terminated, except as to the extent determined that continuation of this Agreement is necessary for the continued operation of The Killbuck Savings Bank Company (i) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of The Killbuck Savings Bank Company under the authority contained in Section 13 (c) of FDIA; or (ii) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Superintendent of the Division of Financial Institutions, or his designee, approves a supervisory merger to resolve problems related to operation of The Killbuck Savings Bank Company or when The Killbuck Savings Bank Company is determined by the Superintendent of the Division of Financial Institutions to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (g) The voluntary termination by the Employee Officer becomes disabled during the term of this Agreement and it is determined by the Bank that the Officer is unable to perform the essential functions of the Officer’s job under this Agreement with or without a reasonable accommodation for sixty (60) business days or more (which need not be consecutive) during any 12-month period. Upon any such termination, the delivery of no less than 60 days written notice to the Board of Directors, other than pursuant to Section 12 (b) in which case the Employee Officer shall be entitled to receive only any compensation the compensation, vested rights, and all employee benefits up Officer shall have earned prior to the date of termination but which remains unpaid, and shall be entitled to any payments provided under any disability income plan of the Bank which is applicable to the Officer. Notwithstanding such termination. (h) Notwithstanding anything herein , the Officer’s obligations under Paragraph 6 shall survive any termination of employment. In the event of any disagreement between the Officer and the Bank as to whether the contrary, any payments made to Officer is physically or mentally incapacitated such as will result in the Employee termination of the Officer’s employment pursuant to this Paragraph 8(e), the Agreement or otherwise, question of such incapacity shall be subject submitted to an impartial physical licensed to practice medicine in North Carolina for determination and conditioned upon compliance with 12 USC Sec. 1828 who will be selected by mutual agreement of the Officer and the Bank, or failing such agreement, by two (k2) physicians (one (1) of whom shall be selected by the Bank and the other by the Officer), and such determination of the question of such incapacity by such physician or physicians shall be final and binding on the Officer and the Bank, The Bank shall pay the reasonable fees and expenses of such physician or physicians in making any regulations promulgated thereunderdetermination required under this Paragraph 8(e).

Termination and Termination Pay. The Employee’s employment under this This Agreement shall be terminated upon any prior to the expiration of the term provided in Section 7 under the following occurrencescircumstances: (a) The death of the Employee during the term of this Agreement, in which event the Employee’s 's estate shall be entitled to receive the compensation due the Employee through the last day of the third calendar month following the month in which Employee’s 's death shall have occurred, plus all accrued but unused vacation for such calendar year, and pro rata payment of all bonuses or incentive payments earned or to be awarded for such calendar year. (b) The Board of Directors may terminate the Employee’s 's employment at any time, but any if the termination by the Board of Directors other than termination is not for Just Cause, as defined below, Employee shall not prejudice receive the Employee’s right to compensation or other benefits base salary then in effect under Section 3 for the remainder of the term of the Agreement. The Employee shall have no right to receive compensation or other benefits for any period after termination for Just Cause. Termination for “"Just Cause” " shall include termination because of the Employee’s 's personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of the Agreement or the breach of the Noncompete Agreement. (c) Except as provided pursuant to Section 12 herein, in the event Employee’s employment under this Agreement is terminated by the Board of Directors without Just Cause, The Killbuck Savings Bank Company shall be obligated to continue to pay the Employee the salary provided pursuant to Section 2 herein, up to the date of termination of the Term (including any renewal term) of this Agreement and the cost of Employee obtaining all health, life, disability, and other benefits which the Employee would be eligible to participate in through such date based upon the benefit levels substantially equal to those being provided Employee at the date of termination of employment. Notwithstanding the foregoing, in no event except as provided pursuant to Section 12 herein shall the Employee receive payment of his salary in accordance with Section 2 herein and the cost of applicable benefits for a period of more than twelve months from the date of termination of employment without Just Cause. To receive compensation under this section, employee agrees not to be employed at any financial institution, which maintains offices within Xxxxxx County while receiving such compensation. Such employment will result in employee forfeiting any remaining compensation as described in this section. (d) If the Employee is removed and/or permanently prohibited from participating in the conduct of The Killbuck Savings Bank Company’s affairs by an order issued under Section 8 (e) (4) or 8 (g) (1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818 (e) (4) and (g) (1)), all obligations of The Killbuck Savings Bank Company under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the parties shall not be affected. (e) If The Killbuck Savings Bank Company is in default (as defined in Section 3 (x) (1) of FDIA) all obligations under this Agreement shall may terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (f) All obligations under this Agreement shall be terminated, except as to the extent determined that continuation of this Agreement is necessary for the continued operation of The Killbuck Savings Bank Company (i) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of The Killbuck Savings Bank Company under the authority contained in Section 13 (c) of FDIA; or (ii) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Superintendent of the Division of Financial Institutions, or his designee, approves a supervisory merger to resolve problems related to operation of The Killbuck Savings Bank Company or when The Killbuck Savings Bank Company is determined by the Superintendent of the Division of Financial Institutions to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (g) The voluntary termination by the Employee during the term of this Agreement with the delivery of no less than 60 days 120 days' written notice to the Board of Directors, other than pursuant to Section 12 (b) in which case the Employee shall be entitled to receive only the compensation, vested rights, and all employee benefits up to the date of such terminationtermination except as specifically provided below. (hi) Notwithstanding anything herein If the Employee terminates this Agreement within one (1) year of the Effective Date, the Employee shall reimburse the Company for any and all funds he has received under the warrant put option in paragraph 5 above, up to an amount of $440,000, and any bonus he may have received from Mail Call, up to an amount of $200,000, for a total reimbursement of up to $640,000. Such reimbursement shall be paid within 10 days after the Employee delivers such written notice to the contrary, any payments made Board of Directors to the Employee pursuant to the Agreement or otherwise, shall be subject to and conditioned upon compliance with 12 USC Sec. 1828 (k) and any regulations promulgated thereunderterminate this Agreement.

Termination and Termination Pay. The Employee’s 's employment under this Agreement shall may be terminated upon any of the following occurrences: (a) The death of the Employee during the term of this Agreement, in which event the Employee’s 's estate shall be entitled to receive the compensation due the Employee through the last day of the third calendar month following the month in which Employee’s 's death shall have occurred, plus all accrued but unused paid time off for such calendar year, and PRO RATA payment of all bonuses or incentive payments earned or to be awarded for such calendar year. (b) The Board of Directors may terminate the Employee’s 's employment at any time, but any termination by the Board of Directors other than termination for Just Cause, as defined below, shall not prejudice the Employee’s 's right to compensation or other benefits under the this Agreement. The Employee shall have no right to receive compensation or other benefits for any period after termination for Just Cause, except to the extent specifically provided under the terms of any benefit plan or program of RCC or as may otherwise be required by law. Termination shall be for “"Just Cause” " if the Employee (i) has been convicted of a felony or (ii) has intentionally engaged in conduct that is demonstrably and materially injurious to the Company, monetarily or otherwise; PROVIDED, HOWEVER, that no termination of Employee's employment shall include termination because be for Just Cause as set forth in clause (ii) above until (a) there shall have been delivered to the Employee a copy of a written notice setting forth that the Employee was guilty of the conduct set forth in clause (ii) and specifying the particulars thereof in detail; (b) the Employee shall have been provided an opportunity to be heard by the Board of Directors (with the assistance of the Employee’s personal dishonesty's counsel if the Employee so desires); and (c) such conduct is not discontinued within a reasonable period of time after receipt of the written notice provided in clause (A). No act or failure to act on the Employee's part shall be considered "intentional" unless he has acted or failed to act with an absence of good faith and without a reasonable belief that his action or failure to act was in the best interest of the Company. Notwithstanding anything contained in this Agreement to the contrary, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional no failure to perform stated duties, willful violation by the Employee after notice of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach termination has been given by the Employee will constitute Just Cause for purposes of any provision of the this Agreement. (c) Except as provided pursuant to Section 12 11 herein, in the event Employee’s 's employment under this Agreement is terminated by the Board of Directors without Just Cause, The Killbuck Savings Bank Company RCC shall be obligated to continue to pay the Employee the salary provided pursuant to Section 2 herein, up to the date of termination of the Term term (including any renewal termextension of the term pursuant to Section 5 above) of this Agreement and the cost of Employee obtaining all health, life, disability, and other benefits which the Employee would be eligible to participate in through such date based upon the benefit levels substantially equal to those being provided Employee at the date of termination of employmentAgreement. Notwithstanding the foregoing, in no event except as provided pursuant shall payments to Section 12 herein shall the Employee receive payment of his salary be made in accordance with this Section 2 herein and the cost of applicable benefits 9(c) be for a period of more less than twelve 12 months from following the date of termination of employment without Just Cause. To receive compensation under this section, employee agrees not to be employed at any financial institution, which maintains offices within Xxxxxx County while receiving such compensation. Such employment will result in employee forfeiting any remaining compensation as described in this sectionemployment. (d) If the Employee is removed and/or permanently prohibited from participating in the conduct of The Killbuck Savings Bank Company’s affairs by an order issued under Section 8 (e) (4) or 8 (g) (1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818 (e) (4) and (g) (1)), all obligations of The Killbuck Savings Bank Company under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the parties shall not be affected. (e) If The Killbuck Savings Bank Company is in default (as defined in Section 3 (x) (1) of FDIA) all obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (f) All obligations under this Agreement shall be terminated, except as to the extent determined that continuation of this Agreement is necessary for the continued operation of The Killbuck Savings Bank Company (i) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of The Killbuck Savings Bank Company under the authority contained in Section 13 (c) of FDIA; or (ii) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Superintendent of the Division of Financial Institutions, or his designee, approves a supervisory merger to resolve problems related to operation of The Killbuck Savings Bank Company or when The Killbuck Savings Bank Company is determined by the Superintendent of the Division of Financial Institutions to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (g) The voluntary termination by the Employee during the term of this Agreement with the delivery of no less than 60 days written notice to the Board of Directors, Directors (other than pursuant to Section 12 (b) 11(b)), in which case the Employee shall be entitled to receive only the compensation, vested rights, and all employee benefits only up to the date of such terminationtermination except as specifically provided below or as required by law. (h) Notwithstanding anything herein to the contrary, any payments made to the Employee pursuant to the Agreement or otherwise, shall be subject to and conditioned upon compliance with 12 USC Sec. 1828 (k) and any regulations promulgated thereunder.

Termination and Termination Pay. The Employee’s employment under this Agreement shall be terminated upon any of the following occurrences: (a) The death of the Employee during the term of this Agreement, in which event the Employee’s estate shall be entitled to receive the compensation due the Employee through the last day of the third calendar month following the month in which Employee’s death shall have occurred. (b) The Board of Directors may terminate the Employee’s employment at any time, but any termination by the Board of Directors other than termination for Just Cause, shall not prejudice the Employee’s right to compensation or other benefits under the Agreement. The Employee shall have no right to receive compensation or other benefits for any period after termination for Just Cause. Termination for “Just Cause” shall include termination because of the Employee’s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of the Agreement. (c) Except as provided pursuant to Section 12 herein, in the event Employee’s employment under this Agreement is terminated by the Board of Directors without Just Cause, The Killbuck Savings the Bank Company shall be obligated to continue to pay the Employee the salary provided pursuant to Section 2 herein, up to the date of termination of the Term term (including any renewal term) of this Agreement and the cost of Employee obtaining all health, life, disability, and other benefits which the Employee would be eligible to participate in through such date based upon the benefit levels substantially equal to those being provided Employee at the date of termination of employment. Notwithstanding the foregoing, in no event except as provided pursuant to Section 12 herein shall the Employee receive payment of his salary in accordance with Section 2 herein and the cost of applicable benefits for a period of more than twelve months from the date of termination of employment without Just Cause. To receive compensation under this section, employee agrees not to be employed at any financial institution, which maintains offices within Xxxxxx County while receiving such compensation. Such employment will result in employee forfeiting any remaining compensation as described in this section. (d) If the Employee is removed and/or permanently prohibited from participating in the conduct of The Killbuck Savings Bank Companythe Bank’s affairs by an order issued under Section 8 (eSections 8(e) (4) or 8 (g) (1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818 (e) (4) and (g) (1)) ), all obligations of The Killbuck Savings the Bank Company under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the parties shall not be affected. (e) If The Killbuck Savings the Bank Company is in default (as defined in Section 3 (x) (1) of FDIA) all obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (f) All obligations under this Agreement shall be terminated, except as to the extent determined that continuation of this Agreement is necessary for the continued operation of The Killbuck Savings Bank Company the Bank: (i) by the Superintendent Georgia Department of the Division of Financial InstitutionsBanking and Finance, or his their designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of The Killbuck Savings the Bank Company under the authority contained in Section 13 (c) of FDIA; or (ii) by the Superintendent Director of the Division of Financial InstitutionsFDIC, or his or her designee, at the time that the Superintendent Director of the Division of Financial InstitutionsFDIC, or his designee, or her designee approves a supervisory merger to resolve problems related to operation of The Killbuck Savings the Bank Company or when The Killbuck Savings the Bank Company is determined by the Superintendent Director of the Division of Financial Institutions FDIC to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (g) The voluntary termination by the Employee during the term of this Agreement with the delivery of no less than 60 days written notice to the Board of Directors, other than pursuant to Section 12 (b) ), in which case the Employee shall be entitled to receive only the compensation, vested rights, and all employee benefits up to the date of such termination. (h) Notwithstanding anything herein to the contrary, any payments made to the Employee pursuant to the Agreement Agreement, or otherwise, shall be subject to and conditioned upon compliance with 12 USC Sec. 1828 (k) and any regulations promulgated thereunder.

Termination and Termination Pay. The (a) Employee’s employment under this Agreement may be terminated at any time by Employee upon ninety (90) days written notice to the Bank. Upon such termination, Employee shall be entitled to receive compensation through the effective date of such termination; provided, however, that the Bank, in its sole discretion, may elect for Employee not to serve out part or all of said notice period. (b) Employee’s employment under this Agreement shall be terminated upon any of the following occurrences: (a) The death of the Employee during the term of this Agreement. Upon any such termination, in which event the Employee’s estate shall be entitled to receive the any compensation due the to Employee computed through the last day of the third calendar month following the month in which Employee’s his death shall have occurredoccurred but which remains unpaid. (bc) In the event Employee becomes disabled during the term of his employment hereunder and it is determined by the Bank that Employee is permanently unable to perform his duties under this Agreement, the Bank shall continue to compensate Employee at the level of compensation described in Paragraph 2 above, and shall continue to provide Employee each of the other benefits set forth or described in this Agreement, for the remaining term of this Agreement, less any other payments provided under any disability income plan of the Bank which is applicable to Employee. In the event of any disagreement between Employee and the Bank as to whether Employee is physically or mentally incapacitated such as will result in the termination of Employee’s employment pursuant to this Paragraph 6(c), the question of such incapacity shall be submitted to an impartial and reputable physician for determination, selected by mutual agreement of Employee and the Bank or, failing such agreement, by two (2) physicians (one (1) of whom shall be selected by the Bank and the other by Employee), and such determination of the question of such incapacity by such physician or physicians shall be final and binding on Employee and the Bank. The Bank shall pay the reasonable fees and expenses of such physician or physicians in making any determination required under this Paragraph 6(c) . (d) The Board of Directors Bank may terminate the Employee’s employment at any timetime for any reason with or without “Cause” (as defined below), but any termination by the Board of Directors Bank other than termination for Just “Cause”, (as defined below) shall not prejudice the Employee’s right to compensation or other benefits under this Agreement for a period of time equal to the balance of the term of this Agreement. The Following any termination of Employee’s employment by the Bank for “Cause”, Employee shall have no further rights under this Agreement (including any right to receive compensation or other benefits for any period after termination for Just Causesuch termination). Termination for For purposes of this Paragraph 6(d), the Bank shall have “Just Cause” shall include termination because to terminate Employee’s employment upon: (i) A determination by the Bank, in good faith, that Employee (A) has breached in any material respect any of the terms or conditions of this Agreement, or (B) is engaging or has engaged in willful misconduct or conduct which is detrimental to the business prospects of the Bank or which has had or likely will have a material adverse effect on the Bank’s business or reputation. Prior to any termination by the Bank of Employee’s personal dishonestyemployment for a breach, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated dutiesor conduct described in this subparagraph (i), willful violation the Bank shall give Employee written notice which describes such breach, failure to perform or conduct and if during a period of any lawfive (5) business days following such notice Employee cures or corrects the same to the reasonable satisfaction of the Bank, rule then this Agreement shall remain in full force and effect. However, notwithstanding the above, if the Bank has given written notice to Employee on a previous occasion of the same or regulation (other than traffic violations a substantially similar breach, failure to perform or similar offenses) or final cease-and-desist orderconduct, or material breach of any provision a breach, failure to perform or conduct which the Bank determines in good faith to be of substantially similar import, or if the AgreementBank determines in good faith that the then current breach, failure to perform or conduct is not reasonably curable, then termination under this subparagraph (i) shall be effective immediately and Employee shall have no right to cure such breach, failure to perform or conduct. (cii) Except as provided pursuant The violation by Employee of any applicable federal or state law, or any applicable rule, regulation, order or statement of policy promulgated by any governmental agency or authority having jurisdiction over the Bank or any of its affiliates or subsidiaries (a “Regulatory Authority”, including without limitation the Federal Deposit Insurance Corporation, the North Carolina Commissioner of Banks, the Federal Reserve Board or any other banking regulator having legal jurisdiction over the Bank), which results from Employee’s gross negligence, willful misconduct or intentional disregard of such law, rule, regulation, order or policy statement and results in any substantial damage, monetary or otherwise, to Section 12 herein, the Bank or any of its affiliates or subsidiaries or to the Bank’s reputation; (iii) The commission in the event course of Employee’s employment under this Agreement is terminated by with the Board Bank of Directors without Just Causean act of fraud, embezzlement, theft or proven personal dishonesty (whether or not resulting in criminal prosecution or conviction); (iv) The Killbuck Savings Bank Company shall be obligated to continue to pay conviction of Employee of any felony or any criminal offense involving dishonesty or breach of trust, or the Employee the salary provided pursuant to occurrence of any event described in Section 2 herein, up to the date of termination 19 of the Term (including Federal Deposit Insurance Act or any renewal term) other event or circumstance which disqualifies Employee from serving as an employee or officer of, or a party affiliated with, the Bank or any of this Agreement and the cost of Employee obtaining all health, life, disability, and other benefits which the Employee would be eligible to participate in through such date based upon the benefit levels substantially equal to those being provided Employee at the date of termination of employment. Notwithstanding the foregoing, in no event except as provided pursuant to Section 12 herein shall the Employee receive payment of his salary in accordance with Section 2 herein and the cost of applicable benefits for a period of more than twelve months from the date of termination of employment without Just Cause. To receive compensation under this section, employee agrees not to be employed at any financial institution, which maintains offices within Xxxxxx County while receiving such compensation. Such employment will result in employee forfeiting any remaining compensation as described in this section.its affiliates or subsidiaries; (dv) If the Employee becomes unacceptable to, or is removed and/or permanently removed, suspended or prohibited from participating in the conduct of The Killbuck Savings Bank Companythe Bank’s affairs (or if proceedings for that purpose are commenced) by an order issued under Section 8 (e) (4) or 8 (g) (1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818 (e) (4) and (g) (1)), all obligations of The Killbuck Savings Bank Company under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the parties shall not be affected.any Regulatory Authority; and, (evi) If The Killbuck Savings Bank Company is occurrence of any event believed by the Bank, in default (as defined good faith, to have resulted in Section 3 (x) (1) of FDIA) all obligations under this Agreement shall terminate as of the date of defaultEmployee being excluded from coverage, but this paragraph shall not affect any vested rights of the contracting parties. (f) All obligations under this Agreement shall be terminated, except or having coverage limited as to the extent determined that continuation of this Agreement is necessary for the continued operation of The Killbuck Savings Bank Company (i) by the Superintendent of the Division of Financial InstitutionsEmployee as compared to other covered officers or employees, or his designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of The Killbuck Savings Bank Company under the authority contained in Section 13 (c) of FDIA; Bank’s then current “blanket bond” or (ii) by the Superintendent of the Division of Financial Institutionsother fidelity bond or insurance policy covering its directors, officers or his designee, at the time that the Superintendent of the Division of Financial Institutions, or his designee, approves a supervisory merger to resolve problems related to operation of The Killbuck Savings Bank Company or when The Killbuck Savings Bank Company is determined by the Superintendent of the Division of Financial Institutions to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such actionemployees. (g) The voluntary termination by the Employee during the term of this Agreement with the delivery of no less than 60 days written notice to the Board of Directors, other than pursuant to Section 12 (b) in which case the Employee shall be entitled to receive only the compensation, vested rights, and all employee benefits up to the date of such termination. (h) Notwithstanding anything herein to the contrary, any payments made to the Employee pursuant to the Agreement or otherwise, shall be subject to and conditioned upon compliance with 12 USC Sec. 1828 (k) and any regulations promulgated thereunder.

Termination and Termination Pay. The Employee’s Executive”s employment under this Agreement shall be terminated upon any of the following occurrences: (a) The death of the Employee Executive during the term of this Agreement, in which event the Employee’s Executive”s estate shall be entitled to receive the compensation due the Employee Executive through the last day of the third calendar month following the month in which Employee’s Executive”s death shall have occurred. (b) The Bank”s Board of Directors may terminate the Employee’s Executive”s employment at any time, but any termination by the Bank”s Board of Directors other than termination for Just Cause, Cause shall not prejudice the Employee’s Executive”s right to compensation or other benefits under the Agreement. The Employee Executive shall have no right to receive compensation or other benefits for any period after termination for Just Cause. Termination for “Just Cause” shall include termination because of the Employee’s Executive”s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of the Agreement. (c) Except as provided pursuant to Section 12 herein9 hereof, in the event Employee’s Executive”s employment under this Agreement is terminated by the Board of Directors Bank without Just Cause, The Killbuck Savings the Bank Company shall be obligated to continue to pay the Employee Executive the salary provided pursuant to Section 2 3(a) herein, up to the date for a period of termination of the Term twelve (including any renewal term12) of this Agreement months and the cost of Employee Executive obtaining all health, life, disability, and other benefits which the Employee Executive would be eligible to participate in through such date based upon the benefit levels substantially equal to those being provided Employee Executive at the date of termination of employment. Notwithstanding The provisions of this Section 6(c) shall survive the foregoing, in no event except as provided pursuant to Section 12 herein shall the Employee receive payment expiration of his salary in accordance with Section 2 herein and the cost of applicable benefits for a period of more than twelve months from the date of termination of employment without Just Cause. To receive compensation under this section, employee agrees not to be employed at any financial institution, which maintains offices within Xxxxxx County while receiving such compensation. Such employment will result in employee forfeiting any remaining compensation as described in this sectionAgreement. (d) If the Employee is removed and/or permanently prohibited from participating in the conduct of The Killbuck Savings Bank Company’s affairs by an order issued under Section 8 (e) (4) or 8 (g) (1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818 (e) (4) and (g) (1)), all obligations of The Killbuck Savings Bank Company under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the parties shall not be affected. (e) If The Killbuck Savings Bank Company is in default (as defined in Section 3 (x) (1) of FDIA) all obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (f) All obligations under this Agreement shall be terminated, except as to the extent determined that continuation of this Agreement is necessary for the continued operation of The Killbuck Savings Bank Company (i) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of The Killbuck Savings Bank Company under the authority contained in Section 13 (c) of FDIA; or (ii) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Superintendent of the Division of Financial Institutions, or his designee, approves a supervisory merger to resolve problems related to operation of The Killbuck Savings Bank Company or when The Killbuck Savings Bank Company is determined by the Superintendent of the Division of Financial Institutions to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (g) The voluntary termination by the Employee Executive during the term of this Agreement with the delivery of no less than 60 days written notice to the Board of Directors, other than pursuant to Section 12 (b) 9(b), in which case the Employee Executive shall be entitled to receive only the compensation, vested rights, and all employee benefits up to the date of such termination. (h) Notwithstanding anything herein to the contrary, any payments made to the Employee pursuant to the Agreement or otherwise, shall be subject to and conditioned upon compliance with 12 USC Sec. 1828 (k) and any regulations promulgated thereunder.

Termination and Termination Pay. The Employee’s 's employment under this Agreement shall may be terminated upon any of the following occurrences: (a) The death of the Employee during the term of this Agreement, in which event the Employee’s 's estate shall be entitled to receive the compensation due the Employee through the last day of the third calendar month following the month in which Employee’s 's death shall have occurred, plus all accrued but unused paid time off for such calendar year, and PRO RATA payment of all bonuses or incentive payments earned or to be awarded for such calendar year. (b) The Board of Directors may terminate the Employee’s 's employment at any time, but any termination by the Board of Directors other than termination for Just Cause, as defined below, shall not prejudice the Employee’s 's right to compensation or other benefits under the this Agreement. The Employee shall have no right to receive compensation or other benefits for any period after termination for Just Cause, except to the extent specifically provided under the terms of any benefit plan or program of RCC or as may otherwise be required by law. Termination shall be for “"Just Cause” " if the Employee (i) has been convicted of a felony or (ii) has intentionally engaged in conduct that is demonstrably and materially injurious to the Company, monetarily or otherwise; PROVIDED, HOWEVER, that no termination of Employee's employment shall include termination because be for Just Cause as set forth in clause (ii) above until (A) there shall have been delivered to the Employee a copy of a written notice setting forth that the Employee was guilty of the conduct set forth in clause (ii) and specifying the particulars thereof in detail; (B) the Employee shall have been provided an opportunity to be heard by the Board of Directors (with the assistance of the Employee’s personal dishonesty's counsel if the Employee so desires); and (C) such conduct is not discontinued within a reasonable period of time after receipt of the written notice provided in clause (A). No act or failure to act on the Employee's part shall be considered "intentional" unless he has acted or failed to act with an absence of good faith and without a reasonable belief that his action or failure to act was in the best interest of the Company. Notwithstanding anything contained in this Agreement to the contrary, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional no failure to perform stated duties, willful violation by the Employee after notice of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach termination has been given by the Employee will constitute Just Cause for purposes of any provision of the this Agreement. (c) Except as provided pursuant to Section 12 11 herein, in the event Employee’s 's employment under this Agreement is terminated by the Board of Directors without Just Cause, The Killbuck Savings Bank Company RCC shall be obligated to continue to pay the Employee the salary provided pursuant to Section 2 herein, up to the date of termination of the Term term (including any renewal termextension of the term pursuant to Section 5 above) of this Agreement and the cost of Employee obtaining all health, life, disability, and other benefits which the Employee would be eligible to participate in through such date based upon the benefit levels substantially equal to those being provided Employee at the date of termination of employmentAgreement. Notwithstanding the foregoing, in no event except as provided pursuant shall payments to Section 12 herein shall the Employee receive payment of his salary be made in accordance with this Section 2 herein and the cost of applicable benefits 9(c) be for a period of more less than twelve 12 months from following the date of termination of employment without Just Cause. To receive compensation under this section, employee agrees not to be employed at any financial institution, which maintains offices within Xxxxxx County while receiving such compensation. Such employment will result in employee forfeiting any remaining compensation as described in this sectionemployment. (d) If the Employee is removed and/or permanently prohibited from participating in the conduct of The Killbuck Savings Bank Company’s affairs by an order issued under Section 8 (e) (4) or 8 (g) (1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818 (e) (4) and (g) (1)), all obligations of The Killbuck Savings Bank Company under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the parties shall not be affected. (e) If The Killbuck Savings Bank Company is in default (as defined in Section 3 (x) (1) of FDIA) all obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (f) All obligations under this Agreement shall be terminated, except as to the extent determined that continuation of this Agreement is necessary for the continued operation of The Killbuck Savings Bank Company (i) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of The Killbuck Savings Bank Company under the authority contained in Section 13 (c) of FDIA; or (ii) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Superintendent of the Division of Financial Institutions, or his designee, approves a supervisory merger to resolve problems related to operation of The Killbuck Savings Bank Company or when The Killbuck Savings Bank Company is determined by the Superintendent of the Division of Financial Institutions to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (g) The voluntary termination by the Employee during the term of this Agreement with the delivery of no less than 60 days written notice to the Board of Directors, Directors (other than pursuant to Section 12 (b) 11(b)), in which case the Employee shall be entitled to receive only the compensation, vested rights, and all employee benefits only up to the date of such terminationtermination except as specifically provided below or as required by law. (h) Notwithstanding anything herein to the contrary, any payments made to the Employee pursuant to the Agreement or otherwise, shall be subject to and conditioned upon compliance with 12 USC Sec. 1828 (k) and any regulations promulgated thereunder.

Termination and Termination Pay. The Employee’s 's employment under this Agreement shall be terminated upon any of the following occurrences: (a) The death of the Employee during the term of this Agreement, in which event the Employee’s 's estate shall be entitled to receive the compensation due the Employee through the last day of the third calendar month following the month in which Employee’s 's death shall have occurred. (b) The Board of Directors may terminate the Employee’s 's employment at any time, but any termination by the Board of Directors other than termination for Just Cause, shall not prejudice the Employee’s 's right to compensation or other benefits under the Agreement. The Employee shall have no right to receive compensation or other benefits for any period after termination for Just Cause. Termination for “"Just Cause” " shall include termination because of the Employee’s 's personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of the Agreement. (c) Except as provided pursuant to Section 12 herein, in the event Employee’s 's employment under this Agreement is terminated by the Board of Directors without Just Cause, The Killbuck Savings Bank Company the Association shall be obligated to continue to pay the Employee the salary provided pursuant to Section 2 herein, up to the date of termination of the Term term (including any renewal term) of this Agreement and the cost of Employee obtaining all health, life, disability, and other benefits which the Employee would be eligible to participate in through such date based upon the benefit levels substantially equal to those being provided Employee at the date of termination of employment. Notwithstanding the foregoing, in no event except as provided pursuant to Section 12 herein shall the Employee receive payment of his salary in accordance with Section 2 herein and the cost of applicable benefits for a period of more than twelve months from the date of termination of employment without Just Cause. To receive compensation under this section, employee agrees not to be employed at any financial institution, which maintains offices within Xxxxxx County while receiving such compensation. Such employment will result in employee forfeiting any remaining compensation as described in this section. (d) If the Employee is removed and/or permanently prohibited from participating in the conduct of The Killbuck Savings Bank Company’s the Association's affairs by an order issued under Section 8 (e) (4Sections 8(e)(4) or 8 (g) (18(g)(1) of the Federal Deposit Insurance Act (“"FDIA”") (12 U.S.C. 1818 (e) (41818(e)(4) and (g) (1g)(1)), all obligations of The Killbuck Savings Bank Company the Association under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the parties shall not be affected. (e) If The Killbuck Savings Bank Company the Association is in default (as defined in Section 3 (x) (13(x)(1) of FDIA) all obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (f) All obligations under this Agreement shall be terminated, except as to the extent determined that continuation of this Agreement is necessary for the continued operation of The Killbuck Savings Bank Company the Association: (i) by the Superintendent Director of the Division Office of Financial InstitutionsThrift Supervision ("Director of OTS"), or his or her designee, at the time that the Federal Deposit Insurance Corporation (“"FDIC”") or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of The Killbuck Savings Bank Company the Association under the authority contained in Section 13 (c13(c) of FDIA; or (ii) by the Superintendent Director of the Division of Financial InstitutionsOTS, or his or her designee, at the time that the Superintendent Director of the Division of Financial InstitutionsOTS, or his designee, or her designee approves a supervisory merger to resolve problems related to operation of The Killbuck Savings Bank Company the Association or when The Killbuck Savings Bank Company the Association is determined by the Superintendent Director of the Division of Financial Institutions OTS to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (g) The voluntary termination by the Employee during the term of this Agreement with the delivery of no less than 60 days written notice to the Board of Directors, other than pursuant to Section 12 (b) 12(b), in which case the Employee shall be entitled to receive only the compensation, vested rights, and all employee benefits up to the date of such termination. (h) Notwithstanding anything herein to the contrary, any payments made to the Employee pursuant to the Agreement Agreement, or otherwise, shall be subject to and conditioned upon compliance with 12 USC Sec. 1828 (kss.1828(k) and any regulations promulgated thereunder.

Termination and Termination Pay. The (a) Employee’s employment under this Agreement may be terminated at any time by Employee upon sixty (60) days prior written notice to the Bank. Upon such termination, Employee shall be entitled to receive compensation through the effective date of such termination; provided, however, that the Bank, in its sole discretion, may elect for Employee not to serve out part or all of said notice period. (b) Employee’s employment under this Agreement shall be automatically terminated upon any of the following occurrences: (a) The death of the Employee during the term Term of this AgreementAgreement on the date of her death. Upon any such termination, in which event the Employee’s estate shall be entitled to receive the any compensation due the to Employee computed through the last day of the third calendar month following the month in which Employee’s her death shall have occurred. (b) The Board of Directors may terminate the Employee’s employment at any time, occurred but any termination by the Board of Directors other than termination for Just Cause, shall not prejudice the Employee’s right to compensation or other benefits under the Agreement. The Employee shall have no right to receive compensation or other benefits for any period after termination for Just Cause. Termination for “Just Cause” shall include termination because of the Employee’s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of the Agreementwhich remains unpaid. (c) Except as provided pursuant to Section 12 herein, in the event Employee’s employment under this Agreement is terminated by the Board of Directors without Just Cause, The Killbuck Savings Bank Company shall be obligated to continue to pay automatically terminated in the event of the “Disability” of Employee. For purposes of this Agreement, the term “Disability” shall mean the Employee is unable to perform the essential functions of her job by reason of illness, physical or mental disability or other incapacity, with or without a reasonable accommodation for more than ninety (90) days (which need not be consecutive) within any twelve (12) month period; provided, however, nothing herein shall give the Bank the right to terminate Employee prior to discharging its obligations to Employee, if any, under the Family and Medical Leave Act, the Americans with Disabilities Act, or any other applicable law. Upon any such termination, Employee has no further rights to receive payments for compensation or benefits under this Agreement, with the exception of any vested benefits of Employee under any employee benefits plan of the Bank or the Company and payment for any accrued, unpaid salary provided pursuant to Section 2 herein, up to through the date of termination of the Term (including any renewal term) of this Agreement and the cost of Employee obtaining all health, life, disability, and other benefits which the Employee would be eligible to participate in through such date based upon the benefit levels substantially equal to those being provided Employee at the date of termination of employment. Notwithstanding the foregoing, in no event except as provided pursuant to Section 12 herein shall the Employee receive payment of his salary in accordance with Section 2 herein and the cost of applicable benefits for a period of more than twelve months from the date of termination of employment without Just Cause. To receive compensation under this section, employee agrees not to be employed at any financial institution, which maintains offices within Xxxxxx County while receiving such compensation. Such employment will result in employee forfeiting any remaining compensation as described in this section. (d) If the Employee is removed and/or permanently prohibited from participating in the conduct of The Killbuck Savings Bank Company’s affairs by an order issued under Section 8 (e) (4) or 8 (g) (1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818 (e) (4) and (g) (1)), all obligations of The Killbuck Savings Bank Company under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the parties shall not be affected. (e) If The Killbuck Savings Bank Company is in default (as defined in Section 3 (x) (1) of FDIA) all obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (f) All obligations under this Agreement shall be terminated, except as to the extent determined that continuation of this Agreement is necessary for the continued operation of The Killbuck Savings Bank Company (i) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of The Killbuck Savings Bank Company under the authority contained in Section 13 (c) of FDIA; or (ii) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Superintendent of the Division of Financial Institutions, or his designee, approves a supervisory merger to resolve problems related to operation of The Killbuck Savings Bank Company or when The Killbuck Savings Bank Company is determined by the Superintendent of the Division of Financial Institutions to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (g) The voluntary termination by the Employee during the term of this Agreement with the delivery of no less than 60 days written notice to the Board of Directors, other than pursuant to Section 12 (b) in which case the Employee shall be entitled to receive only the compensation, vested rights, and all employee benefits up to the date of such termination. (h) Notwithstanding anything herein to the contrary, any payments made to the Employee pursuant to the Agreement or otherwise, shall be subject to and conditioned upon compliance with 12 USC Sec. 1828 (k) and any regulations promulgated thereunder.

Termination and Termination Pay. The EmployeeExecutive’s employment under this Agreement shall be terminated upon any of the following occurrences: (a) The death of the Employee Executive during the term of this Agreement, in which event the EmployeeExecutive’s estate shall be entitled to receive the compensation due the Employee Executive through the last day of the third calendar month following the month in which EmployeeExecutive’s death shall have occurred. (b) The Board of Directors may terminate the EmployeeExecutive’s employment at any time, but any termination by the Board of Directors other than termination for Just Cause, shall not prejudice the EmployeeExecutive’s right to compensation or other benefits under the Agreement. The Employee Executive shall have no right to receive compensation or other benefits for any period after termination for Just Cause. The Board may within its sole discretion, acting in good faith, terminate the Executive for Just Cause and shall notify such Executive accordingly. Termination for “Just Cause” shall include termination because of the EmployeeExecutive’s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of the Agreement. (c) Except as provided pursuant to Section 12 herein9 hereof, in the event EmployeeExecutive’s employment under this Agreement is terminated by the Board of Directors without Just Cause, The Killbuck Savings the Bank Company shall be obligated to continue to pay the Employee Executive the salary provided pursuant to Section 2 3(a) herein, up to the date of termination of the remaining Term (including any renewal term) of this Agreement Agreement, but in no event for a period of less than twenty-four months, and the cost of Employee Executive obtaining all health, life, disability, and other benefits which the Employee Executive would be eligible to participate in through such date based upon the benefit levels substantially equal to those being provided Employee Executive at the date of Termination of Employment. The provisions of this Section 6(c) shall survive the expiration or termination of employment. Notwithstanding the foregoing, in no event except as provided pursuant to Section 12 herein shall the Employee receive payment of his salary in accordance with Section 2 herein and the cost of applicable benefits for a period of more than twelve months from the date of termination of employment without Just Cause. To receive compensation under this section, employee agrees not to be employed at any financial institution, which maintains offices within Xxxxxx County while receiving such compensation. Such employment will result in employee forfeiting any remaining compensation as described in this sectionAgreement. (d) If the Employee is removed and/or permanently prohibited from participating in the conduct of The Killbuck Savings Bank Company’s affairs by an order issued under Section 8 (e) (4) or 8 (g) (1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818 (e) (4) and (g) (1)), all obligations of The Killbuck Savings Bank Company under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the parties shall not be affected. (e) If The Killbuck Savings Bank Company is in default (as defined in Section 3 (x) (1) of FDIA) all obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (f) All obligations under this Agreement shall be terminated, except as to the extent determined that continuation of this Agreement is necessary for the continued operation of The Killbuck Savings Bank Company (i) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of The Killbuck Savings Bank Company under the authority contained in Section 13 (c) of FDIA; or (ii) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Superintendent of the Division of Financial Institutions, or his designee, approves a supervisory merger to resolve problems related to operation of The Killbuck Savings Bank Company or when The Killbuck Savings Bank Company is determined by the Superintendent of the Division of Financial Institutions to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (g) The voluntary termination by the Employee Executive during the term of this Agreement with the delivery of no less than 60 days written notice to the Board of Directors, other than pursuant to Section 12 (b) 9(b), in which case the Employee Executive shall be entitled to receive only the compensation, vested rights, and all employee benefits up to the date of such termination. (h) Notwithstanding anything herein to the contrary, any payments made to the Employee pursuant to the Agreement or otherwise, shall be subject to and conditioned upon compliance with 12 USC Sec. 1828 (k) and any regulations promulgated thereunder.

Termination and Termination Pay. (a) The EmployeeOfficer’s employment under this Agreement shall be terminated upon any of the following occurrences: (a) The death of the Employee Officer during the term of this Agreement, in which event event, the EmployeeOfficer’s estate shall be entitled to receive the compensation due the Employee Officer through the last day of the third calendar month following the month in which Employee’s his death shall have occurredoccurred and for a period of one month thereafter. All such payments due under this Section shall be paid to the estate 30 days after the date of death of the Officer. (b) The Officer’s employment under this Agreement may be terminated, and thus this Agreement shall be terminated, at any time by the Officer upon 60 days’ written notice to the Board. Upon such termination, the Officer shall be entitled to receive compensation through the effective date of such termination, which for this Section 12(b) shall be the end of the 60-day notice period; provided, however, that the Employer, in its sole discretion, may elect for the Officer not to serve out all or any part of this notice period, but such Employer election shall not affect the compensation amount to be paid. Subject to the provisions of Section 15(b), all such payments due under this Section shall be paid to the Officer 30 days after the date of written notice to the Board. (c) The Board of Directors may terminate the EmployeeOfficer’s employment at any time, but any termination with or without Cause. If the Officer’s employment is terminated: (i) Without Cause under this provision, subject to Section 15(b) below, the Employer shall pay to the Officer severance compensation in a monthly amount equal to 100% of his then current monthly base salary, absent applicable withholdings, and such severance compensation shall be paid in equal monthly payments beginning on the first day of the month following the Officer’s termination, and continuing on the first day of the month for the next 12 months. (ii) For Cause, as determined by the Board of Directors other than Board, the Employer shall provide written notice specifying the grounds for termination for Just Cause, shall not prejudice the Employee’s right to compensation or other benefits under the Agreement. The Employee Officer shall have no right to receive compensation or other benefits for any period after termination for Just Cause. Subject to Section 15(b) below, any amount of compensation or other benefit that the Officer has a right to as of the date of termination for Cause shall be paid 30 days after such termination. Termination for “Just Cause” Cause shall include termination termination: (A) because of the EmployeeOfficer’s personal dishonestydishonesty or moral turpitude, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule rule, or regulation (other than traffic violations or similar offenses) or final cease-and-desist decist order, or material breach of any provision of the this Agreement.; (cB) Except as provided pursuant to Section 12 hereinif the Officer becomes unacceptable to, in the event Employee’s employment under this Agreement or is terminated by the Board of Directors without Just Causeremoved, The Killbuck Savings Bank Company shall be obligated to continue to pay the Employee the salary provided pursuant to Section 2 herein, up to the date of termination of the Term (including any renewal term) of this Agreement and the cost of Employee obtaining all health, life, disability, and other benefits which the Employee would be eligible to participate in through such date based upon the benefit levels substantially equal to those being provided Employee at the date of termination of employment. Notwithstanding the foregoing, in no event except as provided pursuant to Section 12 herein shall the Employee receive payment of his salary in accordance with Section 2 herein and the cost of applicable benefits for a period of more than twelve months from the date of termination of employment without Just Cause. To receive compensation under this section, employee agrees not to be employed at any financial institution, which maintains offices within Xxxxxx County while receiving such compensation. Such employment will result in employee forfeiting any remaining compensation as described in this section. (d) If the Employee is removed and/or permanently suspended or prohibited from participating in the conduct of The Killbuck Savings Bank Companythe Employer’s affairs (or if proceedings for that purpose are commenced) by an order issued any governmental agency having jurisdiction over the Employer (a “Regulatory Authority”); or (C) upon the occurrence of any event believed by the Employer, in good faith, to have resulted in the Officer being excluded from coverage, or having coverage limited as to the Officer as compared to other covered officers or employees, under the Employer’s then current “blanket bond” or other fidelity bond or insurance policy covering its directors, officers or employees. Notwithstanding such termination, the obligations under Sections 7 through 10 shall survive any termination of employment. (d) Subject to the Employer’s obligations and the Officer’s rights (i) under Title I of the Americans with Disabilities Act, Section 8 504 of the Rehabilitation Act, and the Family and Medical Leave Act, and to (eii) the vacation leave, disability leave, sick leave and any other leave policies of the Employer, the Officer’s employment under this Agreement automatically shall be terminated in the event the Officer becomes disabled (4) or 8 (g) (1as such term is defined by Section 409A(a)(2)(C) of the Federal Deposit Insurance Act Internal Revenue Code of 1986, as amended (the “FDIACode”) (12 U.S.C. 1818 (e) (4) and (g) (1)), all obligations of The Killbuck Savings Bank Company under this Agreement shall terminate, as of and the effective date of the order, but the vested rights of the parties shall not be affected. (etreasury regulations promulgated thereunder) If The Killbuck Savings Bank Company is in default (as defined in Section 3 (x) (1) of FDIA) all obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (f) All obligations under this Agreement shall be terminated, except as to the extent determined that continuation of this Agreement is necessary for the continued operation of The Killbuck Savings Bank Company (i) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of The Killbuck Savings Bank Company under the authority contained in Section 13 (c) of FDIA; or (ii) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Superintendent of the Division of Financial Institutions, or his designee, approves a supervisory merger to resolve problems related to operation of The Killbuck Savings Bank Company or when The Killbuck Savings Bank Company is determined by the Superintendent of the Division of Financial Institutions to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (g) The voluntary termination by the Employee during the term of this Agreement with and it is determined by the delivery Employer that the Officer is unable to perform the essential functions of no less than his job under this Agreement for 60 business days written notice to or more during any 12-month period. Upon any such termination, the Board of Directors, other than pursuant to Section 12 (b) in which case the Employee Officer shall be entitled to receive only any compensation the compensation, vested rights, and all employee benefits up Officer shall have earned prior to the date of termination but which remains unpaid, and subject to Section 15(b) all such termination. (h) Notwithstanding anything herein amounts shall be paid to the contrary, Officer 30 days after termination. The Officer shall also be entitled to receive any payments made provided under any disability income plan of the Employer which is applicable to the Employee Officer. In the event of any disagreement between the Officer and the Employer as to whether the Officer is physically or mentally disabled such as will result in the termination of the Officer’s employment pursuant to this Section 12(d), the Agreement or otherwise, question of such disability shall be subject submitted to an impartial physician licensed to practice medicine in North Carolina for determination and conditioned upon compliance with 12 USC Secwho will be selected by mutual agreement of the Officer and the Employer, or, failing such agreement, by two physicians (one of whom shall be selected by the Employer and the other by the Officer), and such determination of the question of the Officer becoming disabled by such physician or physicians shall be final and binding on the Officer and the Employer. 1828 (k) The Employer shall pay the reasonable fees and expenses of such physician or physicians in making any regulations promulgated thereunderdetermination required under this Section 12(d).

Termination and Termination Pay. The Employee(a) Sudyk’s employment under this Agreement may be terminated at any time by Xxxxx upon sixty (60) days written notice to the Bank. Upon such termination, Xxxxx shall be entitled to receive compensation through the effective date of such termination; provided, however, that the Bank, in its sole discretion, may elect for Xxxxx not to serve out part or all of said notice period. (b) Sudyk’s employment under this Agreement shall be terminated upon any of the following occurrences: (a) The death of the Employee Xxxxx during the term of this Agreement. Upon any such termination, in which event the Employee’s Xxxxx estate shall be entitled to receive the any compensation due the Employee to Xxxxx computed through the last day of the third calendar month following the month in which Employee’s his death shall have occurredoccurred but which remains unpaid. (bc) In the event Xxxxx becomes disabled during the term of his employment hereunder and it is determined by the Bank that Xxxxx is permanently unable to perform his duties under this Agreement, the Bank shall continue to compensate Xxxxx at the level of compensation described in Paragraph 2 above, and shall continue to provide Xxxxx each of the other benefits set forth or described in this Agreement, for the remaining term of this Agreement, less any other payments provided under any disability income plan of the Bank which is applicable to Xxxxx. (d) The Board of Directors Bank may terminate the EmployeeSudyk’s employment at any time, but time for any reason with or without “Cause” (as defined below). Any termination by the Board of Directors Bank other than termination for Just “Cause”, (as defined below) shall not prejudice the Employeeresult in Sudyk’s right to compensation or other benefits under this Agreement for a period of twelve (12) months from the Agreementdate of termination at his then current base compensation. The Employee Following any termination of Sudyk’s employment by the Bank for “Cause”, Xxxxx shall have no further rights under this Agreement (including any right to receive compensation or other benefits for any period after termination for Just Causesuch termination). Termination for For purposes of this Paragraph 6(d), the Bank shall have “Just Cause” shall include termination because to terminate Sudyk’s employment upon: (i) A determination by the Bank, in good faith, that Xxxxx (A) has breached in any material respect any of the Employeeterms or conditions of this Agreement, or (B) is engaging or has engaged in willful misconduct or conduct which is detrimental to the business prospects of the Bank or which has had or likely will have a material adverse effect on the Bank’s personal dishonestybusiness or reputation. Prior to any termination by the Bank of Sudyk’s employment for a breach, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated dutiesor conduct described in this subparagraph (i), willful violation the Bank shall give Xxxxx written notice which describes such breach, failure to perform or conduct and if during a period of any lawfive business (5) days following such notice Xxxxx cures or corrects the same to the reasonable satisfaction of the Bank, rule then this Agreement shall remain in full force and effect. However, notwithstanding the above, if the Bank has given written notice to Xxxxx on a previous occasion of the same or regulation (other than traffic violations a substantially similar breach, failure to perform or similar offenses) or final cease-and-desist orderconduct, or material breach of any provision a breach, failure to perform or conduct which the Bank determines in good faith to be of substantially similar import, or if the AgreementBank determines in good faith that the then current breach, failure to perform or conduct is not reasonably curable, then termination under this subparagraph (i) shall be effective immediately and Xxxxx shall have no right to cure such breach, failure to perform or conduct. (cii) Except as provided pursuant The violation by Xxxxx of any applicable federal or state law, or any applicable rule, regulation, order or statement of policy promulgated by any governmental agency or authority having jurisdiction over the Bank or any of its affiliates or subsidiaries (a “Regulatory Authority”, including without limitation the Federal Deposit Insurance Corporation, the North Carolina Commissioner of Banks or any other banking regulator having legal jurisdiction over the Bank), which results from Sudyk’s gross negligence, willful misconduct or intentional disregard of such law, rule, regulation, order or policy statement and results in any substantial damage, monetary or otherwise, to Section 12 herein, the Bank or any of its affiliates or subsidiaries or to the Bank’s reputation; (iii) The commission in the event Employeecourse of Sudyk’s employment under this Agreement is terminated by with the Board Bank of Directors without Just Causean act of fraud, embezzlement, theft or proven personal dishonesty (whether or not resulting in criminal prosecution or conviction); (iv) The Killbuck Savings Bank Company shall be obligated to continue to pay conviction of Xxxxx of any felony or any criminal offense involving dishonesty or breach of trust, or the Employee the salary provided pursuant to occurrence of any event described in Section 2 herein, up to the date of termination 19 of the Term (including Federal Deposit Insurance Act or any renewal term) of this Agreement and other event or circumstance which disqualifies Xxxxx from serving as an employee or executive officer of, or a party affiliated with, the cost of Employee obtaining all health, life, disability, and other benefits which the Employee would be eligible to participate in through such date based upon the benefit levels substantially equal to those being provided Employee at the date of termination of employment. Notwithstanding the foregoing, in no event except as provided pursuant to Section 12 herein shall the Employee receive payment of his salary in accordance with Section 2 herein and the cost of applicable benefits for a period of more than twelve months from the date of termination of employment without Just Cause. To receive compensation under this section, employee agrees not to be employed at any financial institution, which maintains offices within Xxxxxx County while receiving such compensation. Such employment will result in employee forfeiting any remaining compensation as described in this section.Bank or its bank holding company; (dv) If the Employee Xxxxx becomes unacceptable to, or is removed and/or permanently removed, suspended or prohibited from participating in the conduct of The Killbuck Savings Bank Companythe Bank’s affairs (or if proceedings for that purpose are commenced) by an order issued under Section 8 (e) (4) or 8 (g) (1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818 (e) (4) and (g) (1)), all obligations of The Killbuck Savings Bank Company under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the parties shall not be affected.any Regulatory Authority; and, (evi) If The Killbuck Savings Bank Company is occurrence of any event believed by the Bank, in default (as defined good faith, to have resulted in Section 3 (x) (1) of FDIA) all obligations under this Agreement shall terminate as of the date of defaultXxxxx being excluded from coverage, but this paragraph shall not affect any vested rights of the contracting parties. (f) All obligations under this Agreement shall be terminated, except or having coverage limited as to the extent determined that continuation of this Agreement is necessary for the continued operation of The Killbuck Savings Bank Company (i) by the Superintendent of the Division of Financial InstitutionsXxxxx as compared to other covered officers or employees, or his designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of The Killbuck Savings Bank Company under the authority contained in Section 13 (c) of FDIA; Bank’s then current “blanket bond” or (ii) by the Superintendent of the Division of Financial Institutionsother fidelity bond or insurance policy covering its directors, officers or his designee, at the time that the Superintendent of the Division of Financial Institutions, or his designee, approves a supervisory merger to resolve problems related to operation of The Killbuck Savings Bank Company or when The Killbuck Savings Bank Company is determined by the Superintendent of the Division of Financial Institutions to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such actionemployees. (g) The voluntary termination by the Employee during the term of this Agreement with the delivery of no less than 60 days written notice to the Board of Directors, other than pursuant to Section 12 (b) in which case the Employee shall be entitled to receive only the compensation, vested rights, and all employee benefits up to the date of such termination. (h) Notwithstanding anything herein to the contrary, any payments made to the Employee pursuant to the Agreement or otherwise, shall be subject to and conditioned upon compliance with 12 USC Sec. 1828 (k) and any regulations promulgated thereunder.

Termination and Termination Pay. The EmployeeExecutive’s employment under this Agreement shall be terminated upon any of the following occurrences: (a) The death of the Employee Executive during the term of this Agreement, in which event the EmployeeExecutive’s estate shall be entitled to receive the compensation due the Employee Executive through the last day of the third calendar month following the month in which EmployeeExecutive’s death shall have occurred. (b) The Board of Directors may terminate the EmployeeExecutive’s employment at any time, but any termination by the Board of Directors other than termination for Just Cause, shall not prejudice the EmployeeExecutive’s right to compensation or other benefits under the Agreement. The Employee Executive shall have no right to receive compensation or other benefits for any period after termination for Just Cause. The Board may within its sole discretion, acting in good faith, terminate the Executive for Just Cause and shall notify such Executive accordingly. Termination for “Just Cause” shall include termination because of the EmployeeExecutive’s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of the Agreement. (c) Except as provided pursuant to Section 12 herein9 hereof, in the event EmployeeExecutive’s employment under this Agreement is terminated by the Board of Directors without Just Cause, The Killbuck the Savings Bank Company shall be obligated to continue to pay the Employee Executive the base salary provided pursuant to Section 2 3(a) herein, up to the date of termination of the remaining Term (including any renewal term) of this Agreement Agreement, but in no event for a period of less than twelve months, and the cost of Employee Executive obtaining all health, life, disability, and other benefits which the Employee Executive would be eligible to participate in through such date based upon the benefit levels substantially equal to those being provided Employee Executive at the date of termination of employment. . (d) Notwithstanding the foregoing, in the event Executive is a “Specified Employee” (as defined herein) no event except as payment shall be made to Executive under sub-section 6(c) prior to the first day of the seventh month following the Executive’s termination of employment in excess of the “permitted amount” under Section 409A of the Code. For these purposes the “permitted amount” shall be an amount that does not exceed two times the lesser of: (A) the sum of Executive’s annualized compensation based upon the annual rate of pay for services provided to the Savings Bank for the calendar year preceding the year in which Executive terminates his employment, or (B) the maximum amount that may be taken into account under a tax-qualified plan pursuant to Section 12 herein shall 401(a)(17) of the Employee receive payment of his salary Code for the calendar year in accordance with Section 2 herein and the cost of applicable benefits for a period of more than twelve months from the date of which termination of employment without Just Causeoccurs. To receive compensation under this section, The payment of the “permitted amount” shall be made within sixty (60) days of the occurrence of the event of termination. Any payment in excess of the permitted amount shall be made to Executive on the first day of the seventh month following the event of termination. “Specified Employee” shall be interpreted to comply with Section 409A of the Code and shall mean a key employee agrees not to be employed at any financial institution, which maintains offices within Xxxxxx County while receiving such compensation. Such employment will result in employee forfeiting any remaining compensation as described in this section. (d) If the Employee is removed and/or permanently prohibited from participating in the conduct meaning of The Killbuck Savings Bank Company’s affairs by an order issued under Section 8 (e) (4) or 8 (g) (1416(i) of the Federal Deposit Insurance Act Code (“FDIA”) (12 U.S.C. 1818 (e) (4) and (g) (1)without regard to paragraph 5 thereof), all obligations of The Killbuck but an individual shall be a “Specified Employee” only if the Savings Bank Company under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the parties shall not be affected. (e) If The Killbuck Savings Bank Company or Parent is in default (as defined in Section 3 (x) (1) of FDIA) all obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (f) All obligations under this Agreement shall be terminated, except as to the extent determined that continuation of this Agreement is necessary for the continued operation of The Killbuck Savings Bank Company (i) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) a publicly-traded institution or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf subsidiary of The Killbuck Savings Bank Company under the authority contained in Section 13 (c) of FDIA; or (ii) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Superintendent of the Division of Financial Institutions, or his designee, approves a supervisory merger to resolve problems related to operation of The Killbuck Savings Bank Company or when The Killbuck Savings Bank Company is determined by the Superintendent of the Division of Financial Institutions to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such actionpublicly-traded holding company. (g) The voluntary termination by the Employee during the term of this Agreement with the delivery of no less than 60 days written notice to the Board of Directors, other than pursuant to Section 12 (b) in which case the Employee shall be entitled to receive only the compensation, vested rights, and all employee benefits up to the date of such termination. (h) Notwithstanding anything herein to the contrary, any payments made to the Employee pursuant to the Agreement or otherwise, shall be subject to and conditioned upon compliance with 12 USC Sec. 1828 (k) and any regulations promulgated thereunder.

Termination and Termination Pay. The Employee’s 's employment under this Agreement shall be terminated upon any of the following occurrences: (a) The death of the Employee during the term of this Agreement, in which event the Employee’s 's estate shall be entitled to receive the compensation due the Employee through the last day of the third calendar month following subsequent to the month in which Employee’s 's death shall have occurred. (b) The Board of Directors may terminate the Employee’s 's employment at any time, but any termination by the Board of Directors other than termination for Just Cause, shall not prejudice the Employee’s 's right to compensation or other benefits under the Agreement, except as specified at Section 8(c) hereinafter. The Employee shall have no right to receive compensation or other benefits for any period after termination for Just Cause. Termination for “"Just Cause” " shall include termination because of the Employee’s 's personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, an extreme fiscal exigency affecting the Bank (such as insolvency) or material breach of any provision of the Agreement. (c) Except as provided pursuant to Section 12 11 herein, in the event Employee’s 's employment under this Agreement is terminated by the Board of Directors without Just Cause, The Killbuck Savings the Bank Company shall be obligated to continue to pay the Employee the salary provided pursuant to Section 2 herein, up for a period of twelve (12) months thereafter, without regard to the date of termination of the Term (including any renewal term) term of this Agreement and Agreement. Additionally, Employee shall be compensated or reimbursed for the cost of Employee obtaining all health, life, disability, and other benefits which the Employee and his dependents would be eligible to participate in through such date for a period of one-year based upon the benefit levels substantially equal to those being provided Employee at the date of termination of employment. Notwithstanding At the foregoingelection of the Employee, such compensation to be paid hereunder shall be paid in no event except as provided pursuant to Section 12 herein shall the Employee receive payment a lump-sum amount within 30 days of his salary such termination discounted in accordance with Section 2 herein and 11(a) herein; in which case the cost benefit continuations noted above shall not be applicable, except to the extent as may be required by law or the policies of applicable benefits for a period of more than twelve months from the date of termination of employment without Just Cause. To receive compensation under this section, employee agrees not to be employed at any financial institution, which maintains offices within Xxxxxx County while receiving such compensation. Such employment will result in employee forfeiting any remaining compensation as described in this sectionSavings Bank. (d) If the Employee is removed and/or permanently prohibited from participating in the conduct of The Killbuck Savings Bank Company’s the Bank's affairs by an order issued under Section 8 (e) (4Sections 8(e)(4) or 8 (g) (18(g)(1) of the Federal Deposit Insurance Act (“"FDIA”") (12 U.S.C. 1818 (e) (41818(e)(4) and (g) (1g)(1)), all obligations of The Killbuck Savings the Bank Company under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the parties shall not be affected. (e) If The Killbuck Savings the Bank Company is in default (as defined in Section 3 (x) (13(x)(1) of FDIA) all obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (f) All obligations under this Agreement shall be terminated, except as to the extent determined that continuation of this Agreement is necessary for the continued operation of The Killbuck Savings Bank Company the Bank: (i) by the Superintendent Director of the Division Office of Financial InstitutionsThrift Supervision ("Director of OTS"), or his or her designee, at the time that the Federal Deposit Insurance Corporation (“"FDIC”") or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of The Killbuck Savings the Bank Company under the authority contained in Section 13 (c13(c) of FDIA; or (ii) by the Superintendent Director of the Division of Financial InstitutionsOTS, or his or her designee, at the time that the Superintendent Director of the Division of Financial InstitutionsOTS, or his designee, or her designee approves a supervisory merger to resolve problems related to operation of The Killbuck Savings the Bank Company or when The Killbuck Savings the Bank Company is determined by the Superintendent Director of the Division of Financial Institutions OTS to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (g) The voluntary termination by the Employee during the term of this Agreement with the delivery of no less than 60 days written notice to the Board of Directors, other than pursuant to Section 12 (b) 11(b), in which case the Employee shall be entitled to receive only the compensation, vested rights, and all employee benefits up to the date of such termination. (h) Notwithstanding anything herein to the contrary, any payments made to the Employee pursuant to the Agreement Agreement, or otherwise, shall be subject to and conditioned upon compliance with 12 USC Sec. 1828 (kU.S.C. ss.1828(k) and any regulations promulgated thereunder.

Termination and Termination Pay. The Employee’s 's employment under this Agreement shall be terminated upon any of the following occurrences: (a) The death of the Employee during the term of this Agreement, in which event the Employee’s 's estate shall be entitled to receive the compensation due the Employee through the last day of the third calendar month following the month in which Employee’s 's death shall have occurredoccurred plus three months. (b) The Board of Directors may terminate the Employee’s 's employment at any time, but any termination by the Board of Directors other than termination for Just Cause, shall not prejudice the Employee’s 's right to compensation or other benefits under the Agreement. The Employee shall have no right to receive compensation or other benefits for any period after termination for Just Cause. Termination for “"Just Cause” " shall include termination because of the Employee’s 's personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order), or material breach of any provision of the Agreement. (c) Except as provided pursuant to Section 12 herein, in the event Employee’s 's employment under this Agreement is terminated by the Board of Directors without Just Cause, The Killbuck Savings the Bank Company shall be obligated to continue to pay the Employee the salary provided pursuant to Section 2 herein, up to the date of termination of the Term term (including any renewal term) of this Agreement and the cost of Employee obtaining all health, life, disability, and other benefits which the Employee would be eligible to participate in through such date based upon the benefit levels substantially equal to those being provided Employee at the date of termination of employment. Notwithstanding the foregoing, in no event except as provided pursuant to Section 12 herein shall the Employee receive payment of his salary in accordance with Section 2 herein and the cost of applicable benefits for a period of more than twelve months from the date of termination of employment without Just Cause. To receive compensation under this section, employee agrees not to be employed at any financial institution, which maintains offices within Xxxxxx County while receiving such compensation. Such employment will result in employee forfeiting any remaining compensation as described in this section. (d) If the Employee is removed and/or permanently prohibited from participating in the conduct of The Killbuck Savings Bank Company’s the Bank's affairs by an order issued under Section Sections 8 (e) (4) or 8 (g) (1) ), of the Federal Deposit Insurance Act (“FDIA”"FDIC") (12 U.S.C. 1818 (e) (4) and (g) (1)), all obligations of The Killbuck Savings the Bank Company under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the parties shall not be affected. (e) If The Killbuck Savings Bank Company the bank is in default (as defined in Section 3 (x) (1) of FDIAFDIC) all obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (f) All obligations under this Agreement shall be terminated, except as to the extent determined that continuation of this Agreement is necessary for the continued operation of The Killbuck Savings Bank Company the Bank: (i) by the Superintendent Commissioner of the Division Department of Financial InstitutionsCommerce, or his or her designee, at the time that the Federal Deposit Insurance Corporation (“"FDIC”") or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of The Killbuck Savings the Bank Company under the authority contained in Section 13 (c13(c) of FDIA; or (ii) by that the Superintendent Commissioner of the Division Department of Financial Institutions, Commerce or his or her designee, at the time that the Superintendent Commissioner of the Division Department of Financial Institutions, Commerce or his designee, or her designee approves a supervisory merger to resolve problems related to operation of The Killbuck Savings the Bank Company or when The Killbuck Savings the Bank Company is determined by the Superintendent Commissioner of the Division Department of Financial Institutions Commerce to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (g) The voluntary termination by the Employee during the term of this Agreement with the delivery of no less than 60 90 days written notice to the Board of Directors, other than pursuant to Section 12 (b) 12(b), in which case the Employee shall be entitled to receive only the compensation, vested rights, and all employee benefits up to the date of such termination. (h) Notwithstanding anything herein to the contrary, any payments made to the Employee pursuant to the Agreement or otherwise, shall be subject to and conditioned upon compliance with 12 USC Sec. 1828 (k) and any regulations promulgated thereunder.

Termination and Termination Pay. (a) The EmployeeExecutive’s employment under this Agreement shall be terminated upon any of the following occurrences: (a) The death of the Employee Executive during the term of this Agreement, in which event Agreement and the Employee’s estate shall be entitled to receive the compensation due the Employee through the last day of the third calendar month following the month in which Employee’s death Bank shall have occurredno further obligation hereunder. (b) The Board Executive’s employment under this Agreement may be terminated at any time by the Executive upon 90 days’ advance written notice to the Directors. Upon such termination, the Executive shall be entitled to receive full compensation and benefits through the effective date of such termination. (c) The Directors may terminate the EmployeeExecutive’s employment at any time, but any such termination by the Board of Directors Directors, other than termination for Just Cause, shall not prejudice the EmployeeExecutive’s right to compensation or other benefits under the as otherwise provided in this Agreement. The Employee Bank shall provide written notice specifying the grounds for termination for Cause. Termination for Cause means a termination because of the Executive’s personal dishonesty, willful misconduct, breach of fiduciary duty involving personal profit, a material failure to meet the Standards set forth in Paragraph 6 of this Agreement, willful violation of any law (other than traffic violations or similar offenses), rule, regulation, regulatory agreement, or a final cease-and-desist order, any material breach of any provision of this Agreement, engaging in acts constituting sexual harassment, breach of Bank policies, abuse of alcohol or other drugs, or any other act or omission that, in the reasonable judgment of the Directors, reflects adversely on Executive as a representative of the Bank, or the Bank itself. In the event the Bank gives Notice of Termination of this Agreement, other than termination for Cause, the Executive may elect to resign from his employment hereunder. If Executive resigns under these circumstances, the Executive shall be entitled to 90 days’ severance pay and benefits otherwise available hereunder. Severance pay and benefits payable hereunder will be paid on the normal payroll dates. The Executive shall have no right to receive compensation or other benefits for any period after termination for Just Cause. Termination for “Just Cause” shall include termination because of the Employee’s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of the Agreement. (cd) Except as provided pursuant Subject to Section 12 hereinthe Bank’s obligations and the Executive’s rights under state and federal laws, in and to the event Employeevacation leave, disability leave, sick leave and any other leave policies of the Bank, the Executive’s employment under this Agreement is terminated by the Board of Directors without Just Cause, The Killbuck Savings Bank Company automatically shall be obligated to continue to pay the Employee the salary provided pursuant to Section 2 herein, up to the date of termination of the Term (including any renewal term) of this Agreement and the cost of Employee obtaining all health, life, disability, and other benefits which the Employee would be eligible to participate in through such date based upon the benefit levels substantially equal to those being provided Employee at the date of termination of employment. Notwithstanding the foregoing, in no event except as provided pursuant to Section 12 herein shall the Employee receive payment of his salary in accordance with Section 2 herein and the cost of applicable benefits for a period of more than twelve months from the date of termination of employment without Just Cause. To receive compensation under this section, employee agrees not to be employed at any financial institution, which maintains offices within Xxxxxx County while receiving such compensation. Such employment will result in employee forfeiting any remaining compensation as described in this section. (d) If the Employee is removed and/or permanently prohibited from participating terminated in the conduct of The Killbuck Savings Bank Company’s affairs by an order issued under Section 8 (e) (4) or 8 (g) (1) of event the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818 (e) (4) and (g) (1)), all obligations of The Killbuck Savings Bank Company under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the parties shall not be affected. (e) If The Killbuck Savings Bank Company is in default (as defined in Section 3 (x) (1) of FDIA) all obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (f) All obligations under this Agreement shall be terminated, except as to the extent determined that continuation of this Agreement is necessary for the continued operation of The Killbuck Savings Bank Company (i) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of The Killbuck Savings Bank Company under the authority contained in Section 13 (c) of FDIA; or (ii) by the Superintendent of the Division of Financial Institutions, or his designee, at the time that the Superintendent of the Division of Financial Institutions, or his designee, approves a supervisory merger to resolve problems related to operation of The Killbuck Savings Bank Company or when The Killbuck Savings Bank Company is determined by the Superintendent of the Division of Financial Institutions to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (g) The voluntary termination by the Employee Executive becomes disabled during the term of this Agreement with and it is determined by a physician selected as stated below that the delivery Executive is unable to perform the essential functions of no less than 60 his job under this Agreement for sixty (60) business days written notice to or more during any 12-month period. Upon any such termination, the Board of Directors, other than pursuant to Section 12 (b) in which case the Employee Executive shall be entitled to receive only any compensation the compensation, vested rights, and all employee benefits up Executive shall have earned prior to the date of such termination. (h) Notwithstanding anything herein termination but which remains unpaid, and shall be entitled to any payments provided under any disability income plan of the Bank which is applicable to the contrary, Executive. In the event of any payments made disagreement between the Executive and the Bank as to whether the Employee Executive is physically or mentally incapacitated such as will result in the termination of the Executive’s employment pursuant to this Paragraph 7(d), the Agreement or otherwise, question of such incapacity shall be subject submitted to an impartial physician licensed to practice medicine in Virginia for determination and conditioned upon compliance with 12 USC Secwho will be selected by mutual agreement of the Executive and the Bank. 1828 (k) The Bank shall pay the reasonable fees and expenses of such physician in making any regulations promulgated thereunderdetermination required under this Paragraph 7(d).