Common use of Termination Benefits Clause in Contracts

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the involuntary termination of the Executive’s employment (other than for Termination for Cause or death), or by the Executive for Good Reason, the Employers shall: (i) pay the Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a lump sum payment within thirty (30) days of the Date of Termination an amount equal to three (3) times the Executive’s average annual compensation for the five most recent taxable years that the Executive has been employed by the Employers or such lesser number of years in the event that the Executive shall have been employed by the Employers for less than five years. For this purpose, annual compensation shall include base salary and any other taxable income, including, but not limited to, amounts related to the granting, vesting or exercise of restricted stock or stock option awards, commissions, bonuses, pension and profit sharing plan contributions or benefits (whether or not taxable), severance payments, retirement benefits, and fringe benefits paid or to be paid to the Executive or paid for the Executive’s benefit during any such year; and (ii) cause to be continued life insurance and non-taxable medical, dental and disability coverage substantially identical to the coverage maintained by the Employers for the Executive prior to his Date of Termination, except to the extent such coverage may be changed in its application to all employees on a nondiscriminatory basis. Such coverage and payments shall cease upon the expiration of thirty-six (36) full calendar months from the Date of Termination. (b) Notwithstanding the foregoing, to the extent required to avoid penalties under Section 409A of the Code, the cash severance payable under Section 3 of this Agreement shall be delayed until the first day of the seventh month following the Executive’s Date of Termination. (c) For purposes of this Agreement, a “termination of employment” shall mean a “Separation from Service” as defined in Section 409A of the Code and the regulations promulgated thereunder, such that the Employers and the Executive reasonably anticipate that the level of bona fide services the Executive would perform after a termination of employment would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding thirty-six (36) month period.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the involuntary termination of the Executive’s 's employment (other than for Termination for Cause or deathCause), or voluntary termination during the term of this Agreement as provided by the Executive for Good ReasonSection 2(a) of this Agreement, the Employers shall: (i) Holding Company shall be obligated to pay the Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a lump sum payment within thirty (30) days of the Date of Termination an amount equal to three (3) times the Executive’s 's average annual compensation for the five most recent taxable years that the Executive has been employed by the Employers Holding Company or such lesser number of years in the event that the Executive shall have been employed by the Employers Holding Company for less than five years. For this purpose, such annual compensation shall include base salary and any other taxable income, including, but not limited to, amounts related to the granting, vesting or exercise of restricted stock or stock option awards, commissions, bonuses, pension and profit sharing plan contributions or benefits (whether or not taxable), severance payments, retirement benefits, and fringe benefits paid or to be paid to the Executive or paid for the Executive’s 's benefit during any such year; and. At the election of Executive, which election is to be made prior to a Change in Control, such payment shall be made in a lump sum or on an annual basis in approximately equal installments over a three (3) year period. (iib) Upon the occurrence of a Change in Control of the Institution or the Holding Company followed at any time during the term of this Agreement by Executive's voluntary or involuntary termination of employment in accordance with paragraph (a) of this Section 3, other than for Termination for Cause, the Holding Company shall cause to be continued life insurance and non-taxable medicallife, dental medical and disability coverage substantially identical to the coverage maintained by the Employers Institution or Holding Company for the Executive prior to his Date of Terminationseverance, except to the extent such coverage may be changed in its application to all Institution or Holding Company employees on a nondiscriminatory basis. Such coverage and payments shall cease upon the expiration of thirty-six (36) full calendar months from the Date of Termination. (b) Notwithstanding the foregoing, to the extent required to avoid penalties under Section 409A of the Code, the cash severance payable under Section 3 of this Agreement shall be delayed until the first day of the seventh month following the Executive’s Date of Termination. (c) For purposes of this Agreement, a “termination of employment” shall mean a “Separation from Service” as defined in Section 409A of the Code and the regulations promulgated thereunder, such that the Employers and the Executive reasonably anticipate that the level of bona fide services the Executive would perform after a termination of employment would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding thirty-six (36) month period.

Termination Benefits. (a) Upon the occurrence of If, in connection with or within two (2) years after a Change in Control, followed at any time during the term Executive resigns for Good Reason (in accordance with Section 2(a) of this Agreement by Agreement) or if the involuntary termination of the Executive’s Bank involuntarily terminates his employment (for a reason other than for Termination for Cause or death)Cause, or by the Executive for Good Reason, the Employers shallshall receive: (i) pay the Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a lump sum cash payment within thirty (30) days of the Date of Termination an amount equal to three two (32) times the Executive’s average annual compensation for (i) Base Salary and (ii) the five most recent taxable years that the Executive has been employed by the Employers or such lesser number highest rate of years in the event that the Executive shall have been employed by the Employers for less than five years. For this purpose, annual compensation shall include base salary and any other taxable income, including, but not limited to, amounts related to the granting, vesting or exercise of restricted stock or stock option awards, commissions, bonuses, pension and profit sharing plan contributions or benefits (whether or not taxable), severance payments, retirement benefits, and fringe benefits paid or to be bonus paid to Executive during the Executive or paid for the three (3) years prior to termination, subject to applicable withholding taxes, payable in a single lump sum payment within ten (10) calendar days following Executive’s benefit during any such yeartermination of employment; and (ii) cause the Bank will continue to be continued provide Executive and the Executive’s dependents with life insurance and insurance, non-taxable medical, vision, and dental and disability coverage substantially identical comparable (and on substantially the same terms and conditions) to the coverage maintained by the Employers Bank for the Executive prior to his Date Executive’s termination of Termination, except to the extent such coverage may be changed in its application to all employees on a nondiscriminatory basisemployment. Such coverage and payments shall cease upon the expiration of thirtytwenty-six four (3624) full calendar months from after Executive’s termination. Notwithstanding anything herein to the Date contrary, if as the result of Terminationany change in, or interpretation of, the laws applicable to the payments or provisions of benefits hereunder, such payments or provisions are deemed illegal or subject to excise taxes or penalties, then the Bank shall, to the extent permitted under such laws, pay to the Executive a cash lump sum payment reasonably estimated to be equal to the amount of benefits (or the remainder of such amount) that Executive is no longer permitted to receive in kind. Such lump sum payment shall be required to be made within ten (10) days following Executive’s termination of employment or the determination that the payment or provision of such benefits would subject the Bank to excise taxes or penalties, whichever is later. (biii) Notwithstanding If the foregoingExecutive is a “Specified Employee,” as defined in Treasury Regulation 1.409A-1(i), then, solely to the extent required to avoid penalties under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the cash severance payable payments under this Section 3 of this Agreement shall be delayed until the first day of the seventh month following the Executive’s Date date of Terminationtermination. (civ) For purposes of this Agreement, a “termination of employment” shall mean a “Separation from Service” as defined in Section 409A of the Code and the regulations promulgated thereunder, such that the Employers Employer and the Executive reasonably anticipate that the level of bona fide services the Executive would perform after a termination of employment would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding thirty-six (36) month period. (b) Notwithstanding the preceding provisions of this Section 3, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the “Termination Benefits”) constitute an “excess parachute payment” under Section 280G of the Code or any successor thereto, and to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount (the “Non-Triggering Amount”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive’s “base amount,” as determined in accordance with said Section 280G.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the voluntary or involuntary termination of the Executive’s employment ('s employment, other than for Termination for Cause or death), or by the Executive for Good ReasonCause, the Employers shall: (i) Holding Company shall be obligated to pay the Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a lump sum payment within thirty (30) days of the Date of Termination an amount equal to three two (32) times the Executive’s 's average annual compensation for the five most recent two preceding taxable years that the Executive has been employed by the Employers or years, such lesser number of years in the event that the Executive shall have been employed by the Employers for less than five years. For this purpose, annual compensation shall include base salary any bonuses and any other taxable income, including, but not limited to, amounts related to the granting, vesting or exercise of restricted stock or stock option awards, commissions, bonuses, pension and profit sharing plan contributions or benefits (whether or not taxable), severance payments, retirement benefits, and fringe benefits compensation paid or to be paid to the Executive or paid for the Executive’s benefit during in any such year; and, the amount of benefits paid or accrued to Executive pursuant to any employee benefit plan maintained by the Association or Holding Company in any such year and the amount of any contributions made or to be made on behalf of Executive pursuant to any employee benefit plan maintained by the Association or the Holding Company in any such year. At the election of Executive which election is to be made prior to a Change in Control, such payment may be made in a lump sum. In the event that no election is made, payment to Executive will be made on a monthly basis in approximately equal installments during the remaining term of this Agreement. (iib) Upon the occurrence of a Change in Control of the Association or the Holding Company followed at any time during the term of this Agreement by Executive's teriLination of employment, other than for Termination for Cause, the Holding Company shall cause to be continued life insurance and non-taxable medicallife, dental medical and disability coverage substantially identical to the coverage maintained by the Employers Association for the Executive prior to his Date of Terminationseverance, except to the extent such coverage may be changed in its application to all employees on a nondiscriminatory basisAssociation employees. Such coverage and payments shall cease upon the expiration of thirtytwenty-six four (3624) full calendar months from the Date of Termination. (b) Notwithstanding the foregoing, to the extent required to avoid penalties under Section 409A of the Code, the cash severance payable under Section 3 of this Agreement shall be delayed until the first day of the seventh month following the Executive’s Date of Termination. (c) For purposes Notwithstanding the preceding provisions of this AgreementSection 3, a “termination of employment” shall mean a “Separation from Service” in the event that: (i) the aggregate payments or benefits to be made or afforded to Executive, which are deemed to be parachute payments as defined in Section 409A 280G of the Internal Revenue Code of 1936, as amended (the "Code" or any successor thereof; (the t1Termination Benefits") would be deemed to #27942 February 8.1995 3 include an "excess parachute payment under Section 280G of the Code; and (ii) if such Termination Benefits were reduced to an amount (the "Non-Triggering Amount"), the value of which is one dollar (~ 1.00) less than an amount equal to three (3) times Executive's "base amount," as determined in accordance with said Section 280G and the regulations promulgated thereunder, Non-Triggering Amount would be greater than the aggregate value of the Termination Benefits (excluding such that reduction) minus the Employers and amount of tax required to be paid by the Executive reasonably anticipate that the level of bona fide services the Executive would perform after a termination of employment would permanently decrease to a level that is less than 50% thereon by Section 4999 of the average level Code, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding thirty-six (36) month periodreduction required hereby among the Termination Benefits shall be determined by the Executive.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the involuntary termination of the Executive’s 's employment (other than for Termination for Cause or deathCause), or voluntary termination during the term of this Agreement following any demotion, loss of title, office or significant authority, material reduction in his annual compensation or benefits, or relocation of his principal place of employment by more than fifty (50) miles from its location immediately prior to the Change in Control (unless Executive for Good Reasonso consents), the Employers shall: (i) Bank shall be obligated to pay the Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a lump sum payment within thirty (30) days of the Date of Termination an amount equal to three (3) times the Executive’s 's average annual compensation for the five most recent taxable years that the Executive has been employed by the Employers Bank or such lesser number of years in the event that the Executive shall have been employed by the Employers Bank for less than five years. For this purpose, such annual compensation shall include base salary and any other taxable income, including, including but not limited to, to amounts related to the granting, vesting or exercise of restricted stock or stock option awards, commissions, bonuses, pension and profit sharing plan contributions or benefits (whether or not taxable), severance payments, retirement benefits, and fringe benefits paid or to be paid to the Executive or paid for the Executive’s 's benefit during any such year; and. At the election of Executive which election is to be made prior to a Change in Control, such payment shall be made in a lump sum or on an annual basis in approximately equal installments over a five (5) year period. (iib) Upon the occurrence of a Change in Control of the Bank or Holding Company followed at any time during the term of this Agreement by Executive's voluntary or involuntary termination of employment in accordance with paragraph (a) of this Section 3, other than for Termination for Cause, the Bank shall cause to be continued life insurance and non-taxable medicallife, dental medical and disability coverage substantially identical to the coverage maintained by the Employers Bank or the Holding Company for the Executive immediately prior to his Date of Terminationseverance, except to the extent such coverage may be changed in its application to all Bank or Holding Company employees on a nondiscriminatory basis. Such coverage and payments shall cease upon the expiration of thirty-six (36) full calendar months from the Date date of Termination. (b) Notwithstanding the foregoing. Provided, however, that if Executive was not receiving any element of such coverage immediately prior to his severance he may elect, at any time during such 36 month period, to receive coverage during the extent required to avoid penalties under Section 409A remainder of the Code, the cash severance payable under Section 3 of this Agreement shall be delayed until the first day of the seventh month following the Executive’s Date of Terminationsuch period. (c) For purposes Notwithstanding the provisions of this AgreementSection 3, a “termination of employment” in no event shall mean a “Separation from Service” as defined in the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") constitute an "excess parachute payment" under Section 409A 280G of the Internal Revenue Code of 1986, as amended, or any successor thereto, and in order to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount (the regulations promulgated thereunder"Non-Triggering Amount"), such that the Employers and the Executive reasonably anticipate that the level value of bona fide services the Executive would perform after a termination of employment would permanently decrease to a level that which is one dollar ($1.00) less than 50% of amount equal to three (3) times Executive's "base amount", among the average level of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding thirty-six (36) month periodTermination benefits shall be determined by Executive.

Termination Benefits. a. If Executive’s employment is voluntarily (afor “Good Reason” in accordance with Section 2a. of this Agreement) Upon the occurrence or involuntarily terminated within three (3) years of a Change in Control, followed at any time during the term of this Agreement by the involuntary termination of the Executive’s employment (other than for Termination for Cause or death), or by the Executive for Good Reason, the Employers shallshall receive: (i) pay the Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, i. a lump sum cash payment within thirty (30) days of the Date of Termination an amount equal to three (3) times the Executive’s average annual compensation for “base amount,” within the five most recent taxable years that meaning of Section 280G(b)(3) of the Executive has been employed by Internal Revenue Code of 1986, as amended (the Employers or such lesser number of years in the event that the Executive “Code”). Such payment shall have been employed by the Employers for less be made not later than five years(5) days following Executive’s termination of employment under this Section 3. ii. For this purpose, annual compensation shall include base salary Continued benefit coverage under all Bank health and any other taxable income, including, but not limited to, amounts related to welfare plans (as defined in accordance with Section (3)(1) of the granting, vesting or exercise Employee Retirement Income Security Act of restricted stock or stock option awards, commissions, bonuses, pension and profit sharing plan contributions or benefits 1974 (whether or not taxable“ERISA”), severance payments, retirement benefits29 U.S.C. Sec. 1002(1), and fringe benefits paid or to be paid to applicable regulations thereunder) which Executive participated in as of the Executive or paid date of the Change in Control (collectively, the “Employee Benefit Plans”) for the Executive’s benefit during any such year; and (ii) cause to be continued life insurance and non-taxable medical, dental and disability coverage substantially identical to the coverage maintained by the Employers for the Executive prior to his Date of Termination, except to the extent such coverage may be changed in its application to all employees on a nondiscriminatory basis. Such coverage and payments shall cease upon the expiration period of thirty-six (36) full calendar months from following Executive’s termination of employment. Said coverage shall be provided under the Date same terms and conditions in effect on the date of TerminationExecutive’s termination of employment. Solely for purposes of benefits continuation under the Employee Benefit Plans, Executive shall be deemed to be an active employee. To the extent that benefits required under this Section 3a. cannot be provided under the terms of any Employee Benefit Plan, the Bank shall enter into alternative arrangements that will provide Executive with comparable benefits. (b) b. Notwithstanding the foregoingpreceding provisions of this Section 3, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the “Termination Benefits”) constitute an “excess parachute payment” under Section 280G of the Code or any successor thereto, and to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount (the extent “Non-Triggering Amount”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive’s “base amount,” as determined in accordance with said Section 280G. The allocation of the reduction required hereby among the Termination Benefits provided by this Section 3 shall be determined by Executive. c. The parties to avoid penalties this Agreement intend for the payments to satisfy the short-term deferral exception under Section 409A of the CodeCode or, in the cash severance payable case of health and welfare benefits, not constitute deferred compensation (since such amounts are not taxable to Executive). However, notwithstanding anything to the contrary in this Agreement, to the extent payments do not meet the short-term deferral exception of Section 409A of the Code and, in the event Executive is a “Specified Employee” (as defined herein) no payment shall be made to Executive under Section 3 of this Agreement shall be delayed until prior to the first day of the seventh month following the Event of Termination 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 Date annualized compensation based upon the annual rate of pay for services provided to the Company for the calendar year preceding the year in which Executive has an Event of Termination. , or (cB) For purposes the maximum amount that may be taken into account under a tax-qualified plan pursuant to Section 401(a)(17) of this Agreement, a the Code for the calendar year in which occurs the Event of Termination. The payment of the “termination of employmentpermitted amount” shall mean a 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. “Separation from ServiceSpecified Employee” as defined in shall be interpreted to comply with Section 409A of the Code and shall mean a key employee within the regulations promulgated thereunder, such that the Employers and the Executive reasonably anticipate that the level meaning of bona fide services the Executive would perform after a termination of employment would permanently decrease to a level that is less than 50% Section 416(i) of the average level Code (without regard to paragraph 5 thereof), but an individual shall be a “Specified Employee” only if the Bank is a publicly-traded institution or the subsidiary of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding thirtya publicly-six (36) month periodtraded holding company.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the involuntary termination of the Executive’s 's employment (other than for Termination for Cause or deathCause), or voluntary termination during the term of this Agreement following any demotion, loss of title, office or significant authority, material reduction in his annual compensation or benefits, or relocation of his principal place of employment by more than fifty (50) miles from its location immediately prior to the Change in Control (unless Executive for Good Reasonso consents), the Employers shall: (i) Bank shall be obligated to pay the Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a lump sum payment within thirty (30) days of the Date of Termination an amount equal to three (3) times the Executive’s 's average annual compensation for the five most recent taxable years that the Executive has been employed by the Employers Bank or such lesser number of years in the event that the Executive shall have been employed by the Employers Bank for less than five years. For this purpose, such annual compensation shall include base salary and any other taxable income, including, including but not limited to, to amounts related to the granting, vesting or exercise of restricted stock or stock option awards, commissions, bonuses, pension and profit sharing plan contributions or benefits (whether or not taxable), severance payments, retirement benefits, and fringe benefits paid or to be paid to the Executive or paid for the Executive’s 's benefit during any such year; and. At the election of Executive which election is to be made prior to a Change in Control, such payment shall be made in a lump sum or on an annual basis in approximately equal installments over a five (5) year period. (iib) Upon the occurrence of a Change in Control of the Bank or Holding Company followed at any time during the term of this Agreement by Executive's voluntary or involuntary termination of employment in accordance with paragraph (a) of this Section 3, other than for Termination for Cause, the Bank shall cause to be continued life insurance and non-taxable medicallife, dental medical and disability coverage substantially identical to the coverage maintained by the Employers Bank or the Holding Company for the Executive immediately prior to his Date of Terminationseverance, except to the extent such coverage may be changed in its application to all Bank or Holding Company employees on a nondiscriminatory basis. Such coverage and payments shall cease upon the expiration of thirty-six (36) full calendar months from the Date date of Termination. (b) Notwithstanding the foregoing. Provided, however, that if Executive was not receiving any element of such coverage immediately prior to his severance he may elect, at any time during such 36 month period, to receive coverage during the extent required to avoid penalties under Section 409A remainder of the Code, the cash severance payable under Section 3 of this Agreement shall be delayed until the first day of the seventh month following the Executive’s Date of Terminationsuch period. (c) For purposes Notwithstanding the provisions of this AgreementSection 3, a “termination of employment” in no event shall mean a “Separation from Service” as defined in the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") constitute an "excess parachute payment" under Section 409A 280G of the Internal Revenue Code of 1986, as amended, or any successor thereto, and in order to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount (the regulations promulgated thereunder"Non-Triggering Amount"), such that the Employers and the Executive reasonably anticipate that the level value of bona fide services the Executive would perform after a termination of employment would permanently decrease to a level that which is one dollar ($1.00) less than 50% of amount equal to three (3) times Executive's "base amount," among the average level of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding thirty-six (36) month periodTermination benefits shall be determined by Executive.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the involuntary termination of the Executive’s employment (other than for Termination for Cause or deathCause), or voluntary termination during the term of this Agreement as provided by the Executive for Good ReasonSection 2(a) of this Agreement, the Employers shall: (i) Institution shall be obligated to pay the Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a lump sum payment within thirty (30) days of the Date of Termination an amount equal to three (3) times the Executive’s average annual compensation for the five most recent taxable years that the Executive has been employed by the Employers Institution or such lesser number of years in the event that the Executive shall have been employed by the Employers Institution for less than five years. For this purpose, such annual compensation shall include base salary and any other taxable income, including, but not limited to, amounts related to the granting, vesting or exercise of restricted stock or stock option awards, commissions, bonuses, pension and profit sharing plan contributions or benefits (whether or not taxable), severance payments, retirement benefits, and fringe benefits paid or to be paid to the Executive or paid for the Executive’s benefit during any such year; and. At the election of Executive, which election is to be made prior to a Change in Control, such payment shall be made in a lump sum or on an annual basis in approximately equal installments over a three (3) year period. (iib) Upon the occurrence of a Change in Control of the Institution or the Holding Company followed at any time during the term of this Agreement by Executive’s voluntary or involuntary termination of employment in accordance with paragraph (a) of this Section 3, other than for Termination for Cause, the Institution shall cause to be continued life insurance and non-taxable medicallife, dental medical and disability coverage substantially identical to the coverage maintained by the Employers Institution for the Executive prior to his Date of Terminationseverance, except to the extent such coverage may be changed in its application to all employees on a nondiscriminatory basis. Such coverage and payments shall cease upon the expiration of thirty-six (36) full calendar months from the Date of Termination. (bc) Notwithstanding the foregoingprovisions of this Section 3, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the “Termination Benefits”) constitute an “excess parachute payment” under Section 280G of the Internal Revenue Code of 1986, as amended, or any successor thereto, and in order to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount (the extent required “Non-Triggering Amount”), the value of which is one dollar ($1.00) less than an amount equal to avoid penalties under three (3) times Executive’s “base amount,” as determined in accordance with said Section 409A 280G. The allocation of the Code, reduction required hereby among the cash severance payable under Section 3 of this Agreement Termination Benefits shall be delayed until the first day of the seventh month following the determined by Executive’s Date of Termination. (c) For purposes of this Agreement, a “termination of employment” shall mean a “Separation from Service” as defined in Section 409A of the Code and the regulations promulgated thereunder, such that the Employers and the Executive reasonably anticipate that the level of bona fide services the Executive would perform after a termination of employment would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding thirty-six (36) month period.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the involuntary termination of the Executive’s employment (other than for Termination for Cause or death), or by the Executive for Good Reason, the Employers shall: (i) pay the Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a lump sum payment within thirty (30) days of the Date of Termination an amount equal to three (3) times the Executive’s average annual compensation for the five most recent taxable years that the Executive has been employed by the Employers or such lesser number of years in the event that the Executive shall have been employed by the Employers for less than five years. For this purpose, annual compensation shall include base salary and any other taxable income, including, but not limited to, amounts related to the granting, vesting or exercise of restricted stock or stock option awards, commissions, bonuses, pension and profit sharing plan contributions or benefits (whether or not taxable), severance payments, retirement benefits, and fringe benefits paid or to be paid to the Executive or paid for the Executive’s benefit during any such year; and (ii) cause to be continued life insurance and non-taxable medical, dental and disability coverage substantially identical to the coverage maintained by the Employers for the Executive prior to his Date of Termination, except to the extent such coverage may be changed in its application to all employees on a nondiscriminatory basis. Such coverage and payments shall cease upon the expiration of thirty-six (36) full calendar months from the Date of Termination. (b) Notwithstanding the foregoing, to the extent required to avoid penalties under Section 409A of the Code, the cash severance payable under Section 3 of this Agreement shall be delayed until the first day of the seventh month following the Executive’s Date of Termination. (c) For purposes of this Agreement, a “termination of employment” shall mean a “Separation from Service” as defined in Section 409A of the Code and the regulations promulgated thereunder, such that the Employers and the Executive reasonably anticipate that the level of bona fide services the Executive would perform after a termination of employment would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding thirty-six (36) month period. (d) Notwithstanding the provisions of this Section 3, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the “Termination Benefits”) constitute an “excess parachute payment” under Section 280G of the Internal Revenue Code of 1986, as amended, or any successor thereto, and in order to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount (the “Non-Triggering Amount”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive’s “base amount,” as determined in accordance with said Section 280G. The allocation of the reduction required hereby among the Termination Benefits shall be determined by Executive.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the voluntary or involuntary termination of the Executive’s employment ('s employment, other than for Termination for Cause or death), or by the Executive for Good ReasonCause, the Employers shall: (i) Holding Company shall be obligated to pay the Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a lump sum payment within thirty (30) days of the Date of Termination an amount equal to three two (32) times the Executive’s 's average annual compensation for the five most recent two preceding taxable years that the Executive has been employed by the Employers or years, such lesser number of years in the event that the Executive shall have been employed by the Employers for less than five years. For this purpose, annual compensation shall include base salary any bonuses and any other taxable income, including, but not limited to, amounts related to the granting, vesting or exercise of restricted stock or stock option awards, commissions, bonuses, pension and profit sharing plan contributions or benefits (whether or not taxable), severance payments, retirement benefits, and fringe benefits compensation paid or to be paid to the Executive or paid for the Executive’s benefit during in any such year; and, the amount of benefits paid or accrued to Executive pursuant to any employee benefit plan maintained by the Association or Holding Company in any such year and the amount of any contributions made or to be made on behalf of Executive pursuant to any employee benefit plan maintained by the Association or the Holding Company in any such year. At the election of Executive which election is to be made prior to a Change in Control, such payment may be made in a lump sum. In the event that no election is made, payment to Executive will be made on a monthly basis in approximately equal installments during the remaining term of this Agreement. (iib) Upon the occurrence of a Change in Control of the Association or the Holding Company followed at any time during the term of this Agreement by Executive's termination of employment, other than for Termination for Cause, the Holding Company shall cause to be continued life insurance and non-taxable medicallife, dental medical and disability coverage substantially identical to the coverage maintained by the Employers Association for the Executive prior to his Date of Terminationseverance, except to the extent such coverage may be changed in its application to all employees on a nondiscriminatory basisAssociation employees. Such coverage and payments shall cease upon the expiration of thirtytwenty-six four (3624 ) full calendar months from the Date of Termination. (b) Notwithstanding the foregoing, to the extent required to avoid penalties under Section 409A of the Code, the cash severance payable under Section 3 of this Agreement shall be delayed until the first day of the seventh month following the Executive’s Date of Termination. (c) For purposes Notwithstanding the preceding provisions of this AgreementSection 3, a “termination of employment” shall mean a “Separation from Service” in the event that: (i) the aggregate payments or benefits to be made or afforded to Executive, which are deemed to be parachute payments as defined in Section 409A 280G of the Internal Revenue Code of 1986, as amended (the "Code") or any successor thereof, (the "Termination Benefits") would be deemed to include an "excess parachute payment" under Section 280G of the Code; and (ii) if such Termination Benefits were reduced to an amount (the "Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount," as determined in accordance with said Section 280G and the regulations promulgated thereunder, Non-Triggering Amount would be greater than the aggregate value of the Termination Benefits (excluding such that reduction) minus the Employers and amount of tax required to be paid by the Executive reasonably anticipate that the level of bona fide services the Executive would perform after a termination of employment would permanently decrease to a level that is less than 50% thereon by Section 4999 of the average level Code, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding thirty-six (36) month periodreduction required hereby among the Termination Benefits shall be determined by the Executive.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the involuntary termination of the Executive’s 's employment due to: (other than for 1) Executive's dismissal or (2) Executive's voluntary termination pursuant to Section 2(a), unless such termination is due to Termination for Cause or death), or by the Executive for Good ReasonCause, the Employers shall: (i) Association and the Holding Company shall pay the Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a lump sum payment within thirty (30) days of the Date of Termination an amount equal to three (3) times the Executive’s 's average annual compensation for the five most recent taxable years that the Executive has been employed by the Employers Association or such lesser number of years in the event that the Executive shall have been employed by the Employers Association for less than five years. For this purpose, Such average annual compensation shall include base salary and any other taxable income, including, but not limited to, amounts related to the granting, vesting or exercise of restricted stock or stock option awardsBase Salary, commissions, bonuses, contributions on Executive's behalf to any pension and and/or profit sharing plan contributions or benefits (whether or not taxable)plan, severance payments, retirement benefitspayments, and directors or committee fees, fringe benefits paid or to be paid to the Executive in any such year and payment of any expense items without accountability or paid business purpose or that do not meet the Internal Revenue Service requirements for deductibility by the Association; provided however, that any payment under this provision and subsection 3(b) below shall not exceed three (3) times the Executive’s benefit 's average annual compensation. At the election of Executive, which election is to be made prior to a Change in Control, such payment shall be made in a lump sum. In the event that no election is made, payment to Executive will be made on a monthly basis in approximately equal installments during any such year; andthe remaining term of this Agreement. (iib) Upon the occurrence of a Change in Control of the Association or the Holding Company followed at any time during the term of this Agreement by Executive's voluntary or involuntary termination of employment, other than for Termination for Cause, the Association shall cause to be continued life insurance and non-taxable medicallife, dental medical and disability coverage substantially identical to the coverage maintained by the Employers Association or Holding Company for the Executive prior to his Date of Terminationseverance, except to the extent such coverage may be changed in its application to all Association or Holding Company employees on a nondiscriminatory basis. Such coverage and payments shall cease upon the expiration of thirty-six (36) full calendar months from the Date of Termination. (bc) Notwithstanding the foregoingpreceding paragraphs of this Section 3, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the extent required to avoid penalties "Termination Benefits") constitute an "excess parachute payment" under Section 409A of the Code, the cash severance payable under Section 3 of this Agreement shall be delayed until the first day of the seventh month following the Executive’s Date of Termination. (c) For purposes of this Agreement, a “termination of employment” shall mean a “Separation from Service” as defined in Section 409A 280G of the Code or any successor thereto, and in order to avoid such a result Termination Benefits will be reduced, if necessary, to an amount (the regulations promulgated thereunder"Non-Triggering Amount"), such that the Employers and the Executive reasonably anticipate that the level value of bona fide services the Executive would perform after a termination of employment would permanently decrease to a level that which is one dollar ($1.00) less than 50% an amount equal to three (3) times Executive's "base amount," as determined in accordance with said Section 280G. The allocation of the average level reduction required hereby among the Termination Benefits provided by the preceding paragraphs of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding thirty-six (36) month periodthis Section 3 shall be determined by Executive.

Termination Benefits. (a) Upon the occurrence of If, in connection with or within twelve (12) months after a Change in Control, followed at any time during the term Executive resigns for Good Reason (in accordance with Section 2(a) of this Agreement by Agreement) or if the involuntary termination of the Executive’s Bank involuntarily terminates his employment (for a reason other than for Termination for Cause or death)Cause, or by the Executive for Good Reason, the Employers shallshall receive: (i) pay the Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a lump sum cash payment within thirty (30) days of the Date of Termination an amount equal to three two (32) times the Executive’s average annual compensation for (i) Base Salary and (ii) the five most recent taxable years that the Executive has been employed by the Employers or such lesser number highest rate of years in the event that the Executive shall have been employed by the Employers for less than five years. For this purpose, annual compensation shall include base salary and any other taxable income, including, but not limited to, amounts related to the granting, vesting or exercise of restricted stock or stock option awards, commissions, bonuses, pension and profit sharing plan contributions or benefits (whether or not taxable), severance payments, retirement benefits, and fringe benefits paid or to be bonus paid to Executive during the Executive or paid for the three (3) years prior to termination, subject to applicable withholding taxes, payable in a single lump sum payment within ten (10) calendar days following Executive’s benefit during any such yeartermination of employment; and (ii) cause the Bank will continue to be continued provide Executive and the Executive’s dependents with life insurance and insurance, non-taxable medical, vision, and dental and disability coverage substantially identical comparable (and on substantially the same terms and conditions) to the coverage maintained by the Employers Bank for the Executive prior to his Date Executive’s termination of Termination, except to the extent such coverage may be changed in its application to all employees on a nondiscriminatory basisemployment. Such coverage and payments shall cease upon the expiration of thirtytwenty-six four (3624) full calendar months from after Executive’s termination. Notwithstanding anything herein to the Date contrary, if as the result of Terminationany change in, or interpretation of, the laws applicable to the payments or provisions of benefits hereunder, such payments or provisions are deemed illegal or subject to excise taxes or penalties, then the Bank shall, to the extent permitted under such laws, pay to the Executive a cash lump sum payment reasonably estimated to be equal to the amount of benefits (or the remainder of such amount) that Executive is no longer permitted to receive in kind. Such lump sum payment shall be required to be made within ten (10) days following Executive’s termination of employment or the determination that the payment or provision of such benefits would subject the Bank to excise taxes or penalties, whichever is later. (biii) Notwithstanding If the foregoingExecutive is a “Specified Employee,” as defined in Treasury Regulation 1.409A-1(i), then, solely to the extent required to avoid penalties under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the cash severance payable payments under this Section 3 of this Agreement shall be delayed until the first day of the seventh month following the Executive’s Date date of Terminationtermination. (civ) For purposes of this Agreement, a “termination of employment” shall mean a “Separation from Service” as defined in Section 409A of the Code and the regulations promulgated thereunder, such that the Employers Employer and the Executive reasonably anticipate that the level of bona fide services the Executive would perform after a termination of employment would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding thirty-six (36) month period. (b) Notwithstanding the preceding provisions of this Section 3, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the “Termination Benefits”) constitute an “excess parachute payment” under Section 280G of the Code or any successor thereto, and to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount (the “Non-Triggering Amount”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive’s “base amount,” as determined in accordance with said Section 280G.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the voluntary or involuntary termination of the Executive’s employment ('s employment, other than for Termination for Cause or death), or by the Executive for Good ReasonCause, the Employers shall: (i) Holding Company shall be obligated to pay the Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a lump sum payment within thirty (30) days of the Date of Termination an amount equal to three (3) times the Executive’s 's average annual compensation for the five most recent taxable years that the Executive has been employed by the Employers Bank or such lesser number of years in the event that the Executive shall have been employed by the Employers Bank for less than five years. For this purpose, such average annual compensation shall include base salary any bonuses and any other taxable income, including, but not limited to, amounts related to the granting, vesting or exercise of restricted stock or stock option awards, commissions, bonuses, pension and profit sharing plan contributions or benefits (whether or not taxable), severance payments, retirement benefits, and fringe benefits compensation paid or to be paid to the Executive or paid for the Executive’s benefit during in any such year; and, the amount of benefits paid or accrued to Executive pursuant to any employee benefit plan maintained by the Bank or Holding Company in any such year and the amount of any contributions made or to be made on behalf of Executive pursuant to any employee benefit plan maintained by the Bank or the Holding Company in any such year. At the election of Executive which election is to be made prior to a Change in Control, such payment shall be made in a lump sum. In the event that no election is made, payment to Executive will be made on a monthly basis in approximately equal installments during the remaining term of this Agreement. (iib) Upon the occurrence of a Change in Control of the Bank or the Holding Company followed at any time during the term of this Agreement by Executive's termination of employment, other than for Termination for Cause, the Holding Company shall cause to be continued life insurance and non-taxable medicallife, dental medical and disability coverage substantially identical to the coverage maintained by the Employers Bank for the Executive prior to his Date of Terminationseverance, except to the extent such coverage may be changed in its application to all employees on a nondiscriminatory basisBank employees. Such coverage and payments shall cease upon the expiration of thirty-six (3636 ) full calendar months from the Date of Termination. (b) Notwithstanding the foregoing, to the extent required to avoid penalties under Section 409A of the Code, the cash severance payable under Section 3 of this Agreement shall be delayed until the first day of the seventh month following the Executive’s Date of Termination. (c) For purposes Notwithstanding the preceding paragraphs of this AgreementSection 3, a “termination of employment” shall mean a “Separation from Service” in the event that: (i) the aggregate payments or benefits to be made or afforded to Executive, which are deemed to be parachute payments as defined in Section 409A 280G of the Internal Revenue Code of 1986, as amended (the "Code") or any successor thereof, (the "Termination Benefits") would be deemed to include an "excess parachute payment" under Section 280G of the Code; and (ii) if such Termination Benefits were reduced to an amount (the "Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount," as determined in accordance with said Section 280G and the Non-Triggering Amount less the product of the marginal rate of any applicable state and federal income tax and the Non Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus (i) the amount of tax required to be paid by the Executive thereon by Section 4999 of the Code and further minus (ii) the regulations promulgated thereunder, such that product of the Employers Termination Benefits and the Executive reasonably anticipate that marginal rate of any applicable state and federal income tax, then the level of bona fide services Termination Benefits shall be reduced to the Executive would perform after a termination of employment would permanently decrease to a level that is less than 50% Non-Triggering Amount. The allocation of the average level of bona fide services performed (whether as an employee or as an independent contractor) over reduction required hereby among the immediately preceding thirty-six (36) month periodTermination Benefits shall be determined by the Executive.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the involuntary termination of the Executive’s employment due to (other than for 1) Executive’s dismissal or (2) Executive’s voluntary termination pursuant to Section 2(a), unless such termination is due to Termination for Cause or death), or by the Executive for Good ReasonCause, the Employers shall: (i) Bank and the Company shall pay the Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a lump sum payment within thirty (30) days of the Date of Termination an amount equal to three (3) two times the Executive’s average annual compensation for the five most recent preceding taxable years that the Executive has been employed by the Employers or years, such lesser number of years in the event that the Executive shall have been employed by the Employers for less than five years. For this purpose, annual compensation shall include base salary any bonuses and any other taxable income, including, but not limited to, amounts related to the granting, vesting or exercise of restricted stock or stock option awards, commissions, bonuses, pension and profit sharing plan contributions or benefits (whether or not taxable), severance payments, retirement benefits, and fringe benefits cash compensation paid or to be paid to Executive in any such year, the amount of benefits paid or accrued to Executive pursuant to any employee benefit plan maintained by the Bank or Company in any such year and the amount of any contributions made or to be made on behalf of Executive pursuant to any employee benefit plan maintained by the Bank or the Company in any such year. At the election of the Executive such payment may be made in a lump sum or paid for in equal monthly installments during the twenty-four (24) months following the Executive’s benefit termination. In the event that no election is made, payment to the Executive will be made on a monthly basis during any such year; andthe remaining term of this Agreement. (iib) Upon the occurrence of a Change in Control of the Bank or the Company followed at any time during the term of this Agreement by the Executive’s voluntary or involuntary termination of employment, other than for Termination for Cause, the Bank shall cause to be continued life insurance and non-taxable life, medical, dental and disability coverage substantially identical to the coverage maintained by the Employers Bank or Company for the Executive prior to his Date of Terminationseverance, except to the extent such coverage may be changed in its application to all employees on a nondiscriminatory basisBank or Company employees. Such coverage and payments shall cease upon the expiration of thirtytwenty-six (36) four full calendar months from the Date of Termination. (bc) Notwithstanding Upon the foregoingoccurrence of a Change in Control, Executive will be entitled to receive benefits due to him under or contributed by the extent required Bank or Company on his behalf pursuant to avoid penalties under Section 409A of any retirement, incentive, profit sharing, bonus, performance, disability or other employee benefit plan maintained by the Code, the cash severance payable under Section 3 of this Agreement shall be delayed until the first day of the seventh month following the Bank or Company on Executive’s Date of Terminationbehalf. (cd) For purposes As of the effective date of this Agreement, a “termination and annually as of employment” the first business day of January or soon thereafter, Executive shall mean a “Separation from Service” as defined make the election referred to in Section 409A 3(a) hereof with respect to whether the amounts payable under said Section 3(a) shall be paid in a lump sum or on a monthly basis. Such election shall be irrevocable for the year for which such election is made and shall continue in effect until the executive has made his next annual election. (e) Notwithstanding the preceding paragraphs of this Section 3, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the “Termination Benefits”) constitute an “excess parachute payment” under Section 280G of the Code or any successor thereto, and in order to avoid such a result Termination Benefits will be reduced, if necessary, to an amount (the regulations promulgated thereunder“Non-Triggering Amount”), such that the Employers and the Executive reasonably anticipate that the level value of bona fide services the Executive would perform after a termination of employment would permanently decrease to a level that which is one dollar ($1.00) less than 50% an amount equal to three (3) times Executive’s “base amount”, as determined in accordance with said Section 280G. The allocation of the average level reduction required hereby among the Termination Benefits provided by the preceding paragraphs of bona fide services performed (whether as an employee or as an independent contractor) over this Section 3 shall be determined by the immediately preceding thirty-six (36) month periodExecutive.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the voluntary or involuntary termination of the Executive’s employment ('s employment, other than for Termination for Cause or death), or by the Executive for Good ReasonCause, the Employers shall: (i) Holding Company shall be obligated to pay the Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a lump sum payment within thirty (30) days of the Date of Termination an amount equal to three two (32) times the Executive’s 's average annual compensation for the five most recent taxable years that the Executive has been employed by the Employers Institution or such lesser number of years in the event that the Executive shall have been employed by the Employers Institution for less than five years. For this purpose, Such annual compensation shall include base salary and any other taxable income, including, but not limited to, amounts related to the granting, vesting or exercise of restricted stock or stock option awardssalary, commissions, bonuses, any other cash compensation, contributions or accruals on behalf of Executive to any pension and profit sharing plan contributions or benefits (whether or not taxable)plan, severance payments, retirement benefits, director or committee fees and fringe benefits paid or to be paid to the Executive or paid for during such years. At the Executive’s benefit election of Executive which election is to be made prior to a Change in Control, such payment shall be made in a lump sum. In the event that no election is made, payment to Executive will be made on a monthly basis in approximately equal installments during any such year; andthe remaining term of this Agreement. (iib) Upon the occurrence of a Change in Control of the Institution or the Holding Company followed at any time during the term of this Agreement by Executive's termination of employment, other than for Termination for Cause, the Holding Company shall cause to be continued life insurance and non-taxable medical, dental and disability medical coverage substantially identical to the coverage maintained by the Employers Institution for the Executive prior to his Date of Terminationseverance, except to the extent such coverage may be changed in its application to all employees on a nondiscriminatory basisInstitution employees. Such coverage and payments shall cease upon the expiration of thirtytwenty-six four (3624) full calendar months from the Date of Termination. (b) Notwithstanding the foregoing, to the extent required to avoid penalties under Section 409A of the Code, the cash severance payable under Section 3 of this Agreement shall be delayed until the first day of the seventh month following the Executive’s Date of Termination. (c) For purposes Notwithstanding the preceding paragraphs of this AgreementSection 3, a “termination of employment” shall mean a “Separation from Service” in the event that: (i) the aggregate payments or benefits to be made or afforded to Executive, which are deemed to be parachute payments as defined in Section 409A 280G of the Internal Revenue Code of 1986, as amended (the "Code") or any successor thereof, (the "Termination Benefits") would be deemed to include an "excess parachute payment" under Section 280G of the Code; and (ii) if such Termination Benefits were reduced to an amount (the "Non- Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount," as determined in accordance with said Section 280G and the Non-Triggering Amount less the product of the marginal rate of any applicable state and federal income tax and the Non Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus (i) the amount of tax required to be paid by the Executive thereon by Section 4999 of the Code and further minus (ii) the regulations promulgated thereunder, such that product of the Employers Termination Benefits and the Executive reasonably anticipate that the level marginal rate of bona fide services the Executive would perform after a termination of employment would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding thirty-six (36) month period.any applicable state and federal income tax,

Termination Benefits. (a) Upon the occurrence of a Change in of Control, followed at any time during the term of this Agreement by the voluntary or involuntary termination of the Executive’s employment (employment, other than for Termination for Cause or death), or by the Executive for Good ReasonCause, the Employers shall: (i) Bank and the company shall pay the Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to his then current annual salary. At the election of the Executive such payment may be made in a lump sum payment within thirty or paid in equal monthly installments during the twelve (3012) days of the Date of Termination an amount equal to three (3) times months following the Executive’s average annual compensation for the five most recent taxable years that the Executive has been employed by the Employers or such lesser number of years in termination. In the event that the Executive shall have been employed by the Employers for less than five years. For this purposeno election is made, annual compensation shall include base salary and any other taxable income, including, but not limited to, amounts related to the granting, vesting or exercise of restricted stock or stock option awards, commissions, bonuses, pension and profit sharing plan contributions or benefits (whether or not taxable), severance payments, retirement benefits, and fringe benefits paid or to be paid payment to the Executive will be in equal monthly installments. (b) Upon the occurrence of a Change of Control of the Bank or paid for the Holding Company followed at any time during the term of this Agreement by the Executive’s benefit during any such year; and (ii) voluntary or involuntary termination of employment, other than for Termination for Cause, the Bank shall cause to be continued life insurance and non-taxable life, medical, dental and disability coverage substantially identical to the coverage maintained by the Employers Bank for the Executive prior to his Date of Terminationseverance, except to the extent such coverage may be changed in its application to all employees on a nondiscriminatory basisBank employees. Such coverage and payments shall cease upon the earlier of the expiration of thirty-six twelve (3612) full calendar months from or the Date of Termination. (b) Notwithstanding the foregoing, to the extent required to avoid penalties under Section 409A of the Code, the cash severance payable under Section 3 of this Agreement shall be delayed until the first day of the seventh month following the Executive’s Date of TerminationExecutive obtaining other coverage. (c) For purposes A the effective date of the Agreement and prior to December 31st each year thereafter, Executive shall make the election referred to in Section 4(a) hereof with respect to whether any amounts payable under said Section 4(a) during the following year shall be paid in a lump sum or on a monthly basis. Such election shall be irrevocable for the year for which such election is made and shall continue in effect until the executive has made his next annual election. (d) Notwithstanding the preceding paragraphs of this AgreementSection 4, a in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the “termination of employmentTermination Benefits”) constitute an “excess parachute payment” shall mean a “Separation from Service” as defined in under Section 409A 280G of the Code code or any successor thereto, and in order to avoid such a result Termination Benefits will be reduced, if necessary, to an amount (the regulations promulgated thereunder“Non-Triggering Amount”), such that the Employers and the Executive reasonably anticipate that the level value of bona fide services the Executive would perform after a termination of employment would permanently decrease to a level that which is one dollar ($1.00) less than 50% an amount equal to three (3) times Executive’s “base amount”, as determined in accordance with said Section 280G. The allocation of the average level reduction required hereby among the Termination Benefits provided by the preceding paragraphs of bona fide services performed (whether as an employee or as an independent contractor) over this Section 4 shall be determined by the immediately preceding thirty-six (36) month periodExecutive.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the involuntary termination of the Executive’s 's employment (other than for Termination for Cause or deathCause), or voluntary termination during the term of this Agreement as provided by the Executive for Good ReasonSection 2(a) of this Agreement, the Employers shall: (i) Institution shall be obligated to pay the Executive, or in the event of his her subsequent death, his her beneficiary or beneficiaries, or his her estate, as the case may be, a lump sum payment within thirty (30) days of the Date of Termination an amount equal to three (3) times the Executive’s 's average annual compensation for the five most recent taxable years that the Executive has been employed by the Employers Institution or such lesser number of years in the event that the Executive shall have been employed by the Employers Institution for less than five years. For this purpose, such annual compensation shall include base salary and any other taxable income, including, but not limited to, amounts related to the granting, vesting or exercise of restricted stock or stock option awards, commissions, bonuses, pension and profit sharing plan contributions or benefits (whether or not taxable), severance payments, retirement benefits, and fringe benefits paid or to be paid to the Executive or paid for the Executive’s 's benefit during any such year; and. At the election of Executive, which election is to be made prior to a Change in Control, such payment shall be made in a lump sum or on an annual basis in approximately equal installments over a three (3) year period. (iib) Upon the occurrence of a Change in Control of the Institution or the Holding Company followed at any time during the term of this Agreement by Executive's voluntary or involuntary termination of employment in accordance with paragraph (a) of this Section 3, other than for Termination for Cause, the Institution shall cause to be continued life insurance and non-taxable medicallife, dental medical and disability coverage substantially identical to the coverage maintained by the Employers Institution for the Executive prior to his Date of Terminationher severance, except to the extent such coverage may be changed in its application to all employees on a nondiscriminatory basis. Such coverage and payments shall cease upon the expiration of thirty-six (36) full calendar months from the Date of Termination. (bc) Notwithstanding the foregoingprovisions of this Section 3, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") constitute an "excess parachute payment" under Section 280G of the Internal Revenue Code of 1986, as amended, or any successor thereto, and in order to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount (the extent required "Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to avoid penalties under three (3) times Executive's "base amount," as determined in accordance with said Section 409A 280G. The allocation of the Code, reduction required hereby among the cash severance payable under Section 3 of this Agreement Termination Benefits shall be delayed until the first day of the seventh month following the determined by Executive’s Date of Termination. (c) For purposes of this Agreement, a “termination of employment” shall mean a “Separation from Service” as defined in Section 409A of the Code and the regulations promulgated thereunder, such that the Employers and the Executive reasonably anticipate that the level of bona fide services the Executive would perform after a termination of employment would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding thirty-six (36) month period.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the involuntary termination of the Executive’s 's employment due to: (other than for 1) Executive's dismissal or (2) Executive's voluntary termination pursuant to Section 2(a), unless such termination is due to Termination for Cause or death), or by the Executive for Good ReasonCause, the Employers shall: (i) Bank and the Holding Company shall pay the Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a lump sum payment within thirty (30) days of the Date of Termination an amount equal to three (3) times the Executive’s 's average annual compensation for the five most recent taxable years that the Executive has been employed by the Employers Bank or such lesser number of years in the event that the Executive shall have been employed by the Employers Bank for less than five years. For this purpose, Such average annual compensation shall include base salary and any other taxable income, including, but not limited to, amounts related to the granting, vesting or exercise of restricted stock or stock option awardsBase Salary, commissions, bonuses, contributions on Executive's behalf to any pension and and/or profit sharing plan contributions or benefits (whether or not taxable)plan, severance payments, retirement benefitspayments, and directors or committee fees, fringe benefits paid or to be paid to the Executive in any such year and payment of any expense items without accountability or paid business purpose or that do not meet the Internal Revenue Service requirements for deductibility by the Bank; provided however, that any payment under this provision and subsection 3(b) below shall not exceed three (3) times the Executive’s benefit 's average annual compensation. At the election of Executive, which election is to be made prior to a Change in Control, such payment shall be made in a lump sum. In the event that no election is made, payment to Executive will be made on a monthly basis in approximately equal installments during any such year; andthe remaining term of this Agreement. (iib) Upon the occurrence of a Change in Control of the Bank or the Holding Company followed at any time during the term of this Agreement by Executive's voluntary or involuntary termination of employment, other than for Termination for Cause, the Bank shall cause to be continued life insurance and non-taxable medicallife, dental medical and disability coverage substantially identical to the coverage maintained by the Employers Bank or Holding Company for the Executive prior to his Date of Terminationseverance, except to the extent such coverage may be changed in its application to all Bank or Holding Company employees on a nondiscriminatory basis. Such coverage and payments shall cease upon the expiration of thirtytwenty-six four (3624) full calendar months from the Date of Termination. (bc) Notwithstanding the foregoingpreceding paragraphs of this Section 3, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the extent required to avoid penalties "Termination Benefits") constitute an "excess parachute payment" under Section 409A of the Code, the cash severance payable under Section 3 of this Agreement shall be delayed until the first day of the seventh month following the Executive’s Date of Termination. (c) For purposes of this Agreement, a “termination of employment” shall mean a “Separation from Service” as defined in Section 409A 280G of the Code or any successor thereto, and in order to avoid such a result Termination Benefits will be reduced, if necessary, to an amount (the regulations promulgated thereunder"Non-Triggering Amount"), such that the Employers and the Executive reasonably anticipate that the level value of bona fide services the Executive would perform after a termination of employment would permanently decrease to a level that which is one dollar ($1.00) less than 50% an amount equal to three (3) times Executive's "base amount," as determined in accordance with said Section 280G. The allocation of the average level reduction required hereby among the Termination Benefits provided by the preceding paragraphs of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding thirty-six (36) month periodthis Section 3 shall be determined by Executive.

Termination Benefits. (a) Upon the occurrence of If, in connection with or within twelve (12) months after a Change in Control, followed at any time during the term Executive resigns for Good Reason (in accordance with Section 2(a) of this Agreement by Agreement) or if the involuntary termination of the Executive’s Bank involuntarily terminates her employment (for a reason other than for Termination for Cause or death)Cause, or by the Executive for Good Reason, the Employers shallshall receive: (i) pay the Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a lump sum cash payment within thirty (30) days of the Date of Termination an amount equal to three two (32) times the Executive’s average annual compensation for (i) Base Salary and (ii) the five most recent taxable years that the Executive has been employed by the Employers or such lesser number highest rate of years in the event that the Executive shall have been employed by the Employers for less than five years. For this purpose, annual compensation shall include base salary and any other taxable income, including, but not limited to, amounts related to the granting, vesting or exercise of restricted stock or stock option awards, commissions, bonuses, pension and profit sharing plan contributions or benefits (whether or not taxable), severance payments, retirement benefits, and fringe benefits paid or to be bonus paid to Executive during the Executive or paid for the three (3) years prior to termination, subject to applicable withholding taxes, payable in a single lump sum payment within ten (10) calendar days following Executive’s benefit during any such yeartermination of employment; and (ii) cause the Bank will continue to be continued provide Executive and the Executive’s dependents with life insurance and insurance, non-taxable medical, vision, and dental and disability coverage substantially identical comparable (and on substantially the same terms and conditions) to the coverage maintained by the Employers Bank for the Executive prior to his Date Executive’s termination of Termination, except to the extent such coverage may be changed in its application to all employees on a nondiscriminatory basisemployment. Such coverage and payments shall cease upon the expiration of thirtytwenty-six four (3624) full calendar months from after Executive’s termination. Notwithstanding anything herein to the Date contrary, if as the result of Terminationany change in, or interpretation of, the laws applicable to the payments or provisions of benefits hereunder, such payments or provisions are deemed illegal or subject to excise taxes or penalties, then the Bank shall, to the extent permitted under such laws, pay to the Executive a cash lump sum payment reasonably estimated to be equal to the amount of benefits (or the remainder of such amount) that Executive is no longer permitted to receive in kind. Such lump sum payment shall be required to be made within ten (10) days following Executive’s termination of employment or the determination that the payment or provision of such benefits would subject the Bank to excise taxes or penalties, whichever is later. (biii) Notwithstanding If the foregoingExecutive is a “Specified Employee,” as defined in Treasury Regulation 1.409A-1(i), then, solely to the extent required to avoid penalties under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the cash severance payable payments under this Section 3 of this Agreement shall be delayed until the first day of the seventh month following the Executive’s Date date of Terminationtermination. (civ) For purposes of this Agreement, a “termination of employment” shall mean a “Separation from Service” as defined in Section 409A of the Code and the regulations promulgated thereunder, such that the Employers Employer and the Executive reasonably anticipate that the level of bona fide services the Executive would perform after a termination of employment would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding thirty-six (36) month period. (b) Notwithstanding the preceding provisions of this Section 3, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the “Termination Benefits”) constitute an “excess parachute payment” under Section 280G of the Code or any successor thereto, and to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount (the “Non-Triggering Amount”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive’s “base amount,” as determined in accordance with said Section 280G.

Termination Benefits. (a) Upon In the occurrence event of a Change in Control, followed at any time during the term of this Agreement by the involuntary termination of Employee’s employment, for any reason, Employee shall be entitled to any Accrued Obligations (as defined below), which shall be paid by Employer as soon as reasonably calculable but no more than thirty (30) days following the Executivetermination date. (b) In the event that Employer terminates Employee’s employment (other than for Termination for prior to the Term End Date without Cause or death), or by the Executive for Employee resigns with Good Reason, the Employers shall: and only under these circumstances, Employee shall be entitled to (i) severance pay in an amount equal to the ExecutiveMonthly Base Salary (defined as Base Salary divided by twelve (12)) in effect on the Commencement Date multiplied by the number that is the lesser of eighteen (18) and the number of months remaining prior to the Term End Date as of the date of termination (“Severance Pay”), or and (ii) accelerated vesting in full of the Signing Grant, to the extent not theretofore fully vested (collectively with the Severance Pay, the “Severance Benefits”). In the event that Employer terminates Employee’s employment without Cause after a Renewal Date, Employee shall be entitled to Severance Pay equal to the Monthly Base Salary multiplied by the lesser of (6) months and the number of months remaining prior to the next Renewal Date. For the avoidance of doubt, a termination of Employee’s employment pursuant to Section 9(a) shall not constitute a termination of employment without Cause. (A) Subject to Section 14, any Severance Pay shall be paid in the event number of his subsequent deathequal monthly installments corresponding to the number of months of Severance Pay provided under Paragraph. 10(b), his beneficiary commencing on the first business day coincident with or beneficiariesnext following the sixtieth (6061) calendar date following Employee’s termination of employment (such period during which Severance Pay will be paid, or his estatethe “Severance Period”). (B) Employee’s right to receive the Severance Benefits is contingent upon Employee signing and delivering to Employer (and not revoking) a general release and waiver (in a form determined by Employer), as waiving all claims the case Employee may behave against Employer, a lump sum payment its parents, subsidiaries, successors, assigns, affiliates, and their respective executives, officers and directors relating to Employee’s employment with Employer, within thirty (30) days of termination of employment. (C) The payment of the Date of Termination an amount equal to three Severance Benefits is conditioned upon the Employee’s compliance with the Restrictive Covenants (3as hereinafter defined). (c) times the Executive’s average annual compensation for the five most recent taxable years that the Executive has been employed by the Employers or such lesser number of years in the event that the Executive shall have been employed by the Employers for less than five years. For this purpose, annual compensation shall include base salary and Notwithstanding any other taxable income, including, but not limited to, amounts related provision of this Agreement to the grantingcontrary, vesting or exercise of restricted stock or stock option awardsif the Severance Benefits, commissions, bonuses, pension and profit sharing plan contributions or benefits (whether or not taxable), severance payments, retirement benefits, and fringe benefits paid together with any other payments received or to be paid to received by Employee in connection with a “change in control” (for purposes of Section 280G of the Executive or paid for Internal Revenue Code of 1986, as amended (the Executive’s benefit during “Code”)) would cause any such year; and (ii) cause amount to be continued life insurance and non-taxable medical, dental and disability coverage substantially identical nondeductible for federal income tax purposes pursuant to the coverage maintained by the Employers for the Executive prior to his Date of Termination, except to the extent such coverage may be changed in its application to all employees on a nondiscriminatory basis. Such coverage and payments shall cease upon the expiration of thirty-six (36) full calendar months from the Date of Termination. (b) Notwithstanding the foregoing, to the extent required to avoid penalties under Section 409A 280G of the Code, the cash severance payable then benefits under Section 3 of this Agreement shall be delayed until reduced (but not to less than zero) to the first day extent necessary (as determined by Employer in its sole and absolute discretion) so as to maximize payments to Employee without causing any amount to become nondeductible. The Employer’s determination of the seventh month following application of this Section 10(c) shall be binding on Employee, absent clear and manifest error. Any reduction made pursuant to this Section 10(c) shall be applied first to amounts that are not “nonqualified deferred compensation” subject to Section 409A, until those payments are reduced to zero, and then to all other amounts in reverse chronological order of the Executive’s Date date on which such amounts would otherwise have been paid, in compliance with the requirements of TerminationSection 409A. (d) Notwithstanding any other provision of this Agreement to the contrary, any payments made to Employee pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. § 1828(k) and any regulations promulgated thereunder, including 12 C.F.R. Part 359. (ce) For purposes of this Agreement, a “termination of employment” shall mean a “Separation from Service” as defined in Section 409A of the Code and the regulations promulgated thereunder, such that the Employers and the Executive reasonably anticipate that the level of bona fide services the Executive would perform after a termination of employment would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding thirty-six (36) month period.:

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the involuntary termination of the Executive’s employment (other than for Termination for Cause or deathCause), or voluntary termination during the term of this Agreement following any demotion, loss of title, office or significant authority, material reduction in his annual compensation or benefits, or relocation of his principal place of employment by more than fifty (50) miles from its location immediately prior to the Change in Control (unless Executive for Good Reasonso consents), the Employers shall: (i) Bank shall be obligated to pay the Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a lump sum payment within thirty (30) days of the Date of Termination an amount equal to three (3) times the Executive’s average annual compensation for the five most recent taxable years that the Executive has been employed by the Employers Bank or such lesser number of years in the event that the Executive shall have been employed by the Employers Bank for less than five years. For this purpose, such annual compensation shall include base salary and any other taxable income, including, including but not limited to, to amounts related to the granting, vesting or exercise of restricted stock or stock option awards, commissions, bonuses, pension and profit sharing plan contributions or benefits (whether or not taxable), severance payments, retirement benefits, and fringe benefits paid or to be paid to the Executive or paid for the Executive’s benefit during any such year; and. At the election of Executive which election is to be made prior to a Change in Control, such payment shall be made in a lump sum or on an annual basis in approximately equal installments over a five (5) year period. (iib) Upon the occurrence of a Change in Control of the Bank or Holding Company followed at any time during the term of this Agreement by Executive’s voluntary or involuntary termination of employment in accordance with paragraph (a) of this Section 3, other than for Termination for Cause, the Bank shall cause to be continued life insurance and non-taxable medicallife, dental medical and disability coverage substantially identical to the coverage maintained by the Employers Bank or the Holding Company for the Executive immediately prior to his Date of Terminationseverance, except to the extent such coverage may be changed in its application to all Bank or Holding Company employees on a nondiscriminatory basis. Such coverage and payments shall cease upon the expiration of thirty-six (36) full calendar months from the Date date of Termination. (b) Notwithstanding the foregoing. Provided, however, that if Executive was not receiving any element of such coverage immediately prior to his severance he may elect, at any time during such 36 month period, to receive coverage during the extent required to avoid penalties under Section 409A remainder of the Code, the cash severance payable under Section 3 of this Agreement shall be delayed until the first day of the seventh month following the Executive’s Date of Terminationsuch period. (c) For purposes Notwithstanding the provisions of this AgreementSection 3, a in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the “termination of employmentTermination Benefits”) constitute an “excess parachute payment” shall mean a “Separation from Service” as defined in under Section 409A 280G of the Internal Revenue Code of 1986, as amended, or any successor thereto, and in order to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount (the regulations promulgated thereunder“Non-Triggering Amount”), such that the Employers and the Executive reasonably anticipate that the level value of bona fide services the Executive would perform after a termination of employment would permanently decrease to a level that which is one dollar ($1.00) less than 50% of amount equal to three (3) times Executive’s “base amount,” among the average level of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding thirty-six (36) month periodTermination benefits shall be determined by Executive.

Termination Benefits. In addition to the benefits described under the Agreement that survive the termination of the Agreement, the following benefits will be paid on account of the termination of the Agreement for the following reasons: (a) Upon the occurrence of a Change in Control, followed at any time during the term termination of this Agreement by the involuntary termination of the Executive’s employment (other than for Termination Company for Cause or deathpursuant to Section 2(a)(i), or by the Executive for other than Good ReasonReason or upon the Executive’s death, the Employers shallCompany shall pay to Executive immediately after the date of termination an amount equal to the sum of Executive’s accrued base salary and any bonus amount earned but not yet paid; (b) Upon termination of this Agreement (x) by the Company for other than Cause or (y) by the Executive for Good Reason or disability, Executive shall be entitled to: (i) the Company shall pay the Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, to Executive or his estatebeneficiaries, as the case may be, a lump sum payment within thirty (30) days of immediately after the Date of Termination an amount which is equal to three (3) times the Executive’s average annual compensation base salary for twenty-four (24) months; (ii) the Company shall pay for the five most recent taxable years Executive in the event of disability (after termination of the Agreement under this section), medical insurance during the period the Executive’s spouse (and children), or the Executive, as the case may be, is eligible to receive benefits under COBRA; (iii) the Company shall fully vest any stock options or restricted stock previously granted to the Executive; and (iv) the Executive (or his spouse, in the event of his permanent disability that affects his ability to so elect) shall have the right to require the Company to purchase from the Executive a number of shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”), owned by the Executive or by any entity in which the Executive has been employed by an equity or ownership interest, worth up to $3,000,000. Such Common Stock shall be valued as of the Employers close of business on the day prior to the date the Executive or his spouse delivers a notice to the Company in writing (a “Put Notice”) of his decision to require the Company to purchase such lesser number of years Common Stock. The Executive or his spouse (in the event of his disability) shall have up to 21 days following the termination of this Agreement to deliver the Put Notice to the Company. Subject to the fifth sentence of this paragraph, within 30 days of receiving the Put Notice, the Company shall pay Executive or his spouse the proceeds from the purchase of the shares of Common Stock specified in the Put Notice, up to a maximum of $3,000,000. To the extent Xxxxx X. Xxxxxx, M.D. or Xxxxx Xxxxx (each, a “Co-Executive”) delivers a Put Notice at the same time as Executive, the Company shall have the right to pay the funds due hereunder over two years (in the case of delivery of a Put Notice by a single Co-Executive), or three years (in the case of delivery of a Put Notice by both Co-Executives), in equal amounts each year pro rata among the Executive and any Co-Executive based on the number of shares of Common Stock specified in each Put Notice; provided, however, that the Company shall not have such right to delay the payment of such funds in any succeeding year or years if the Company elects to sell the shares of Common Stock as set forth in the succeeding sentence. In lieu of a cash payment, the Company shall have the option of causing the shares specified in a Put Notice to be sold, as promptly as is reasonably practicable, pursuant to a registration statement filed by the Company under the Securities Act of 1933, as amended (the “Securities Act”), in which the shares shall be included, or pursuant to an exemption from the registration requirements of the Securities Act, in either case with the funds being remitted to the Executive on the close of such sale (provided, further, that (x) the Executive shall receive at least $3,000,000 from such sale and (y) any sale pursuant to a registration statement shall not count as a “Demand Registration” pursuant to that certain Registration Rights Agreement (the “Registration Rights Agreement”), dated as of the date hereof, by and among the Company, RGGPLS Holding, Inc., a Florida corporation (“RGGPLS”), GRH Holdings, L.L.C., a Florida limited liability company, and Becton, Xxxxxxxxx and Company, a New Jersey corporation). The Company agrees and acknowledges that the Executive shall have been employed by the Employers for less than five years. For this purpose, annual compensation shall include base salary and any other taxable income, including, but not limited to, amounts related right to require the Company to purchase shares of Common Stock from him hereunder without regard to the granting, vesting or exercise of restricted stock or stock option awards, commissions, bonuses, pension and profit sharing plan contributions or benefits (whether or not taxable), severance payments, retirement benefits, and fringe benefits paid or to be paid to the Executive or paid for the Executive’s benefit during any such year; and (ii) cause to be continued life insurance and non-taxable medical, dental and disability coverage substantially identical to the coverage maintained by the Employers for the Executive prior to his Date of Termination, except to the extent such coverage may be changed limitations set forth in its application to all employees on a nondiscriminatory basis. Such coverage and payments shall cease upon the expiration of thirty-six (36) full calendar months from the Date of Termination. (b) Notwithstanding the foregoing, to the extent required to avoid penalties under Section 409A 2.4 of the Code, the cash severance payable under Section 3 of this Agreement shall be delayed until the first day of the seventh month following the Executive’s Date of TerminationRegistration Rights Agreement. (c) For purposes of this Agreement, a “termination of employmentChange in Control” shall mean a “Separation from Service” as defined in Section 409A means any of the Code and the regulations promulgated thereunder, such that the Employers and the Executive reasonably anticipate that the level of bona fide services the Executive would perform after a termination of employment would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding thirty-six (36) month period.following events:

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the involuntary termination of the Executive’s 's employment with the Company for any reason set forth in subsection (other than for Termination for Cause or deatha), or by the Company shall provide the Executive (or, in the case of his death, his estate or other legal representative) benefits due him under the Company's benefits plans and policies for Good Reasonhis services rendered to the Company prior to the date of such termination (according to the terms of such plans and policies), and the Employers shall:Company shall pay the Executive not later than 90 days after such termination, in a lump sum, all Base Salary earned through the date of such termination. The Executive shall be entitled to the payments and benefits described below only as each is applicable to such termination of employment. (i) pay the Executive, or in In the event of his subsequent a termination as a result of the Executive's death, his beneficiary and in addition to any other death benefits payable under the Company's benefit plans or beneficiariespolicies, or his estate, (A) for so long as the case may beExecutive's surviving spouse is receiving any Base Salary payment under clause (B) below, a lump sum payment within thirty the Executive's eligible family dependents (30collectively, "Family") days shall be entitled to receive and participate in the disability, health, medical and other welfare benefit plans which the Executive and/or his Family would otherwise have been entitled to hereunder if the Executive had not terminated employment (the "Welfare Benefits") in addition to any continuation coverage which the Executive's Family is entitled to elect under Section 4980B of the Date Code; and (B) for a period of Termination an amount equal to three (3) times one year following the date of the Executive’s average annual compensation for 's death, the five most recent taxable years Executive's surviving spouse shall be paid (x) the Base Salary in effect at the date of the Executive's death, payable in monthly installments, and (y) the Annual Bonus that the Executive has been employed by the Employers or such lesser number of years in the event that the Executive shall would have been employed by the Employers for less than five years. For this purpose, annual compensation shall include base salary and any other taxable income, including, but not limited to, amounts related to the granting, vesting or exercise of restricted stock or stock option awards, commissions, bonuses, pension and profit sharing plan contributions or benefits (whether or not taxable), severance payments, retirement benefits, and fringe benefits paid or to be paid under section 3(b) to the Executive or during such period, payable as and when annual incentive bonuses with respect to such period are paid for the Executive’s benefit during any such year; and (ii) cause to be continued life insurance and non-taxable medical, dental and disability coverage substantially identical to the coverage maintained by the Employers for the Executive prior Company to his Date of Termination, except to the extent such coverage may be changed in its application to all employees on a nondiscriminatory basis. Such coverage and payments shall cease upon the expiration of thirty-six (36) full calendar months from the Date of Termination. (b) Notwithstanding the foregoing, to the extent required to avoid penalties under Section 409A other senior executives of the Code, the cash severance payable under Section 3 of this Agreement shall be delayed until the first day of the seventh month following the Executive’s Date of TerminationCompany generally. (c) For purposes of this Agreement, a “termination of employment” shall mean a “Separation from Service” as defined in Section 409A of the Code and the regulations promulgated thereunder, such that the Employers and the Executive reasonably anticipate that the level of bona fide services the Executive would perform after a termination of employment would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding thirty-six (36) month period.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the involuntary termination of the Executive’s 's employment (other than for Termination for Cause or deathCause), or voluntary termination during the term of this Agreement following any demotion, loss of title, office or significant authority, material reduction in her annual compensation or benefits, or relocation of her principal place of employment by more than twenty-five (25) miles from its location immediately prior to the Change in Control (unless Executive for Good Reasonso consents), the Employers shall: (i) Institution shall be obligated to pay the Executive, or in the event of his her subsequent death, his her beneficiary or beneficiaries, or his her estate, as the case may be, a lump sum payment within thirty (30) days of the Date of Termination an amount equal to three (3) times the Executive’s 's average annual compensation for the five most recent taxable years that the Executive has been employed by the Employers Institution or such lesser number of years in the event that the Executive shall have been employed by the Employers Institution for less than five years. For this purpose, such annual compensation shall include base salary and any other taxable income, including, including but not limited to, to amounts related to the granting, vesting or exercise of restricted stock or stock option awards, commissions, bonuses, pension and profit sharing plan contributions or benefits (whether or not taxable), severance payments, retirement benefits, and fringe benefits paid or to be paid to the Executive or paid for the Executive’s 's benefit during any such year; and. At the election of Executive which election is to be made prior to a Change in Control, such payment shall be made in a lump sum or on an annual basis in approximately equal installments over a three (3) year period. (iib) Upon the occurrence of a Change in Control of the Institution or the Holding Company followed at any time during the term of this Agreement by Executive's voluntary or involuntary termination of employment in accordance with paragraph (a) of this Section 3, other than for Termination for Cause, the Institution shall cause to be continued life insurance and non-taxable medicallife, dental medical and disability coverage substantially identical to the coverage maintained by the Employers Institution or Holding Company for the Executive prior to his Date of Terminationher severance, except to the extent such coverage may be changed in its application to all Institution or Holding Company employees on a nondiscriminatory basis. Such coverage and payments shall cease upon the expiration of thirty-six (36) full calendar months from the Date of Termination. (bc) Notwithstanding the foregoingprovisions of this Section 3, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") constitute an "excess parachute payment" under Section 280G of the Internal Revenue Code of 1986, as amended, or any successor thereto, and in order to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount (the extent required "Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to avoid penalties under three (3) times Executive's "base amount," as determined in accordance with said Section 409A 280G. The allocation of the Code, reduction required hereby among the cash severance payable under Section 3 of this Agreement Termination Benefits shall be delayed until the first day of the seventh month following the determined by Executive’s Date of Termination. (c) For purposes of this Agreement, a “termination of employment” shall mean a “Separation from Service” as defined in Section 409A of the Code and the regulations promulgated thereunder, such that the Employers and the Executive reasonably anticipate that the level of bona fide services the Executive would perform after a termination of employment would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding thirty-six (36) month period.

Termination Benefits. In addition to the benefits described under the Agreement that survive the termination of the Agreement, the following benefits will be paid on account of the termination of the Agreement for the following reasons: (a) Upon the occurrence of a Change in Control, followed at any time during the term termination of this Agreement by the involuntary termination of the Executive’s employment (other than for Termination Company for Cause or deathpursuant to Section 2(a)(i), or by the Executive for other than Good ReasonReason or upon the Executive's death, the Employers shallCompany shall pay to Executive immediately after the date of termination an amount equal to the sum of Executive's accrued base salary and any bonus amount earned but not yet paid; (b) Upon termination of this Agreement (x) by the Company for other than Cause or (y) by the Executive for Good Reason or disability, Executive shall be entitled to: (i) the Company shall pay the Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, to Executive or his estatebeneficiaries, as the case may be, a lump sum payment within thirty (30) days of immediately after the Date of Termination an amount which is equal to three (3) times the Executive’s average annual compensation 's base salary for twenty-four (24) months; (ii) the Company shall pay for the five most recent taxable years Executive in the event of disability (after termination of the Agreement under this section), medical insurance during the period the Executive's spouse (and children), or the Executive, as the case may be, is eligible to receive benefits under COBRA; (iii) the Company shall fully vest any stock options or restricted stock previously granted to the Executive; and (iv) the Executive (or his spouse, in the event of his permanent disability that affects his ability to so elect) shall have the right to require the Company to purchase from the Executive a number of shares of common stock, par value $0.0001 per share, of the Company (the "Common Stock"), owned by the Executive or by any entity in which the Executive has been employed by an equity or ownership interest, worth up to $3,000,000. Such Common Stock shall be valued as of the Employers close of business on the day prior to the date the Executive or his spouse delivers a notice to the Company in writing (a "Put Notice") of his decision to require the Company to purchase such lesser number of years Common Stock. The Executive or his spouse (in the event of his disability) shall have up to 21 days following the termination of this Agreement to deliver the Put Notice to the Company. Subject to the fifth sentence of this paragraph, within 30 days of receiving the Put Notice, the Company shall pay Executive or his spouse the proceeds from the purchase of the shares of Common Stock specified in the Put Notice, up to a maximum of $3,000,000. To the extent Xxxxxx Xxxxx or Xxxxx Xxxxx (each, a "Co-Executive") delivers a Put Notice at the same time as Executive, the Company shall have the right to pay the funds due hereunder over two years (in the case of delivery of a Put Notice by a single Co-Executive), or three years (in the case of delivery of a Put Notice by both Co-Executives), in equal amounts each year pro rata among the Executive and any Co-Executive based on the number of shares of Common Stock specified in each Put Notice; provided, however, that the Company shall not have such right to delay the payment of such funds in any succeeding year or years if the Company elects to sell the shares of Common Stock as set forth in the succeeding sentence. In lieu of a cash payment, the Company shall have the option of causing the shares specified in a Put Notice to be sold, as promptly as is reasonably practicable, pursuant to a registration statement filed by the Company under the Securities Act of 1933, as amended (the "Securities Act"), in which the shares shall be included, or pursuant to an exemption from the registration requirements of the Securities Act, in either case with the funds being remitted to the Executive on the close of such sale (provided, further, that (x) the Executive shall receive at least $3,000,000 from such sale and (y) any sale pursuant to a registration statement shall not count as a "Demand Registration" pursuant to that certain Registration Rights Agreement (the "Registration Rights Agreement"), dated as of the date hereof, by and among the Company, RGGPLS Holding, Inc., a Florida corporation ("RGGPLS"), GRH Holdings, L.L.C., a Florida limited liability company, and Becton, Xxxxxxxxx and Company, a New Jersey corporation). The Company agrees and acknowledges that the Executive shall have been employed by the Employers for less than five years. For this purpose, annual compensation shall include base salary and any other taxable income, including, but not limited to, amounts related right to require the Company to purchase shares of Common Stock from him hereunder without regard to the granting, vesting or exercise of restricted stock or stock option awards, commissions, bonuses, pension and profit sharing plan contributions or benefits (whether or not taxable), severance payments, retirement benefits, and fringe benefits paid or to be paid to the Executive or paid for the Executive’s benefit during any such year; and (ii) cause to be continued life insurance and non-taxable medical, dental and disability coverage substantially identical to the coverage maintained by the Employers for the Executive prior to his Date of Termination, except to the extent such coverage may be changed limitations set forth in its application to all employees on a nondiscriminatory basis. Such coverage and payments shall cease upon the expiration of thirty-six (36) full calendar months from the Date of Termination. (b) Notwithstanding the foregoing, to the extent required to avoid penalties under Section 409A 2.4 of the Code, the cash severance payable under Section 3 of this Agreement shall be delayed until the first day of the seventh month following the Executive’s Date of TerminationRegistration Rights Agreement. (c) For purposes of this Agreement, a “termination of employment” shall mean a “Separation from Service” as defined "Change in Section 409A Control" means any of the Code and following events: (i) any person or group (within the regulations meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended ("Exchange Act")), other than RGGPLS, a subsidiary of the Company or any employee benefit plan (or any related trust) of the Company or a subsidiary of the Company, becomes, after the Effective Time the beneficial owner (within the meaning of Rule 13d-3 promulgated thereunderunder the Exchange Act) of 35% or more of the Common Stock; (ii) individuals who constitute the Board as of the Effective Time (the "Incumbent Board"), cease for any reason to constitute a majority of the members of the Board (except that any individual who becomes a director after the Effective Time, whose election by the Company's stockholders was approved by a majority of the members of the Incumbent Board shall be considered as through such that individual were a member of the Employers and Incumbent Board); or (iii) approval by the Executive reasonably anticipate that stockholders of the level Company of bona fide services either of the Executive would perform following: (1) a merger, reorganization, consolidation, business combination or similar transaction (any of the foregoing, a "Merger") as a result of which the persons who were the respective beneficial owners of the outstanding Common Stock immediately before such Merger are not expected to beneficially own, immediately after a termination of employment would permanently decrease to a level that is less such Merger, directly or indirectly, more than 50% of the average level common stock and the combined voting power of bona fide services performed the then outstanding voting securities of the corporation or other entity resulting from such Merger in substantially the same proportions as immediately before such Merger, or (whether as an employee 2) a plan of liquidation of the Company or as an independent contractora plan or agreement for the sale or other disposition of all or substantially all of the assets of the Company. (iv) over Notwithstanding the immediately preceding thirty-six foregoing, there shall not be a Change in Control if, in advance of such event, Executive agrees in writing that such event shall not constitute a Change in Control. (36d) month periodThe Company's obligations under this Section 5 shall survive termination of this Agreement.

Termination Benefits. Employee shall hold office at the pleasure of the majority of the City Council, be an “employee at will,” and may be terminated at any time with or without cause, even in the event should Employee become totally and permanently disabled. In the event that Employee is terminated by the Employer during such time that Employee is willing and able to perform the duties of City Manager other than for cause, then in that event, Employer agrees to pay Employee a continuation of his normal salary at the last current rate for a period of nine (a9) Upon months or until he obtains other employment, whichever occurs first, to be paid out in installments during normal pay periods and not as a lump sum, from the occurrence date of a Change in Controltermination to include the medical and dental insurance benefit at the election level as of the date of termination, followed but no other benefits. In the event of voluntary resignation by Employee, Employee shall not be entitled to such termination benefits unless specifically agreed to by City Council at the time of Employee’s resignation. In the event Employee voluntarily resigns his position with the City at any time during the term of this Agreement Agreement, Employee shall give the Employer at least one month written notice in advance. The Parties further agree and acknowledge that the City has established and shall maintain an adequate present cash reserve held for future payments if required in an amount sufficient to pay any termination benefits required by this Agreement. For the involuntary termination purpose of COBRA and the Executive’s employment (other than for Termination for Cause or death), or by the Executive for Good Reasonnotification requirements, the Employers shalllast day of employment shall be the actual last day of employment and shall not include the extended period of any termination benefits. In the event, however, that Employee is terminated for cause, the City shall have no obligation for termination benefits as provided above. As used herein, “cause” shall mean: (ia) pay the Executive, Conduct by Employee that is fraudulent or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a lump sum payment within thirty (30) days of the Date of Termination an amount equal to three (3) times the Executive’s average annual compensation for the five most recent taxable years that the Executive has been employed by the Employers or such lesser number of years in the event that the Executive shall have been employed by the Employers for less than five years. For this purpose, annual compensation shall include base salary and any other taxable income, including, but not limited to, amounts related to the granting, vesting or exercise of restricted stock or stock option awards, commissions, bonuses, pension and profit sharing plan contributions or benefits (whether or not taxable), severance payments, retirement benefits, and fringe benefits paid or to be paid to the Executive or paid for the Executive’s benefit during any such year; and (ii) cause to be continued life insurance and non-taxable medical, dental and disability coverage substantially identical to the coverage maintained by the Employers for the Executive prior to his Date of Termination, except to the extent such coverage may be changed in its application to all employees on a nondiscriminatory basis. Such coverage and payments shall cease upon the expiration of thirty-six (36) full calendar months from the Date of Termination.dishonest, (b) Notwithstanding the foregoingEmployee’s conviction of a felony or crime involving moral turpitude under any federal or state law, to the extent required to avoid penalties under Section 409A of the Code, the cash severance payable under Section 3 of this Agreement shall be delayed until the first day of the seventh month following the Executive’s Date of Termination.or (c) For purposes Failure by Employee in a material way to fulfill or comply with his obligations under this Employment Agreement. By way of example and not by limitation, should Employee not comply with the residency requirement set forth in paragraph 11 of this AgreementAgreement and in the Home Rule Charter or grossly neglect his duties, a “termination of employment” Employee shall mean a “Separation from Service” as defined in Section 409A of the Code be deemed to be terminated with cause and the regulations promulgated thereunder, such that the Employers and the Executive reasonably anticipate that the level of bona fide services the Executive would perform after a termination of employment would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding thirty-six (36) month periodbenefits shall not apply.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the involuntary termination of the Executive’s 's employment with the Company for any reason, the Company shall provide the Executive (or, in the case of his death, his estate or other than for Termination for Cause or deathlegal representative), any Annual Bonus earned but not yet paid with respect to the preceding calendar year, all benefits due him under the Company's benefits plans and policies for his services rendered to the Company prior to the date of such termination (according to the terms of such plans and policies), and, not later than 90 days after such termination, in a lump sum, all Base Salary earned through the date of such termination. The Executive shall be entitled to the payments and benefits described below only as each is applicable to such termination of employment. (b) In the event that the Executive's employment hereunder is terminated by the Company without Cause or by the Executive for Good ReasonReason (but not by reason of expiration or non-renewal of this Agreement), and subject to this subsection (b), the Employers shall:Company shall make a one-time cash payment to the Executive in a gross amount such that the net payments retained by Executive after payment of any Excise Tax with respect to such payment shall equal Two Million Dollars ($2,000,000). Such payment shall be made at the time of any such termination without Cause or within 30 days of any such resignation for Good Reason. Such payment shall be in full satisfaction of all obligations of the Company to Executive hereunder (other than those obligations set forth in subsection (a)) and shall be conditioned on Executive giving a general release of the Company and affiliates in the form used generally by the Company in the case of the termination of employment of senior executives. (i) pay the Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a lump sum payment within thirty (30) days of the Date of Termination an amount equal to three (3) times the Executive’s average annual compensation for the five most recent taxable years that the Executive has been employed by the Employers or such lesser number of years in In the event that the Executive shall have been employed by elects to terminate his employment hereunder other than for Good Reason, the Employers for less than five years. For this purposeCompany, annual compensation shall include base salary and any other taxable income, including, but not limited to, amounts related to the granting, vesting or exercise of restricted stock or stock option awards, commissions, bonuses, pension and profit sharing plan contributions or benefits (whether or not taxable), severance payments, retirement benefits, and fringe benefits paid or to be paid to the Executive or paid in consideration for the Executive’s benefit during any 's agreement in subsection 7(b), shall continue to pay him his Base Salary as set forth in Section 4(a) through the earlier of (A) the fifth anniversary of the Effective Date or (B) the second anniversary of such year; andtermination of employment (the earlier of such dates, the "Cessation Date"). (ii) cause to be continued life insurance and non-taxable medicalIn addition, dental and disability coverage substantially identical in such event, the Company may, by written notice to the coverage maintained by the Employers for Executive given no later than 15 days following his termination of employment, elect to require the Executive prior to his observe the provisions of Section 7(c) hereof. In such event, the Company shall, on the last day of each calendar year through the calendar year which includes the Cessation Date of Termination, except make a payment to him equal to the extent product of his Average Bonus and the fraction of such coverage may be changed in its application to all employees on a nondiscriminatory basis. Such coverage and payments shall cease upon calendar year which precedes the expiration of thirty-six (36) full calendar months from the Date of TerminationCessation Date. (bd) Notwithstanding In the foregoing, to event that the extent required to avoid penalties under Section 409A Executive's employment is terminated by reason of the Code, the cash severance payable under Section 3 expiration or non-renewal of this Agreement the Company shall make a one time cash payment to the Executive equal to two times the amount of his annual Base Salary payable for the Contract Year ending on (or in which falls) the date of Termination of Employment. Such payment shall be delayed until made at the first day time of such Termination of Employment. Such payment shall be in full satisfaction of all obligations of the seventh month following Company to Executive hereunder (other than those obligations set forth in subsection (a)) and shall be conditioned on Executive giving a general release of the Executive’s Date Company and affiliates in the form used generally by the Company in the case of Terminationthe termination of employment of senior executives. (ce) For purposes In the event of any Termination of Employment, the Executive shall not be required to seek other employment to mitigate damages, and any income earned by the Executive from other employment or self-employment shall not be offset against any obligations of the Company to the Executive under this Agreement, a “termination of employment” shall mean a “Separation from Service” as defined in Section 409A of the Code and the regulations promulgated thereunder, such that the Employers and the Executive reasonably anticipate that the level of bona fide services the Executive would perform after a termination of employment would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding thirty-six (36) month period.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the involuntary termination of the Executive’s 's employment due to: (other than for 1) Executive's dismissal or (2) Executive's voluntary termination pursuant to Section 2(a), unless such termination is due to Termination for Cause or death), or by the Executive for Good ReasonCause, the Employers shall: (i) Bank and the Holding Company shall pay the Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a lump sum payment within thirty equal to_________(30) days of the Date of Termination an amount equal to three (3____) times the Executive’s 's average annual compensation for the five most recent taxable years that the Executive has been employed by the Employers Bank or such lesser number of years in the event that the Executive shall have been employed by the Employers Bank for less than five years. For this purpose, Such average annual compensation shall include base salary and any other taxable income, including, but not limited to, amounts related to the granting, vesting or exercise of restricted stock or stock option awardsBase Salary, commissions, and bonuses, as well as contributions on Executive's behalf to any pension and and/or profit sharing plan contributions or benefits (whether or not taxable)plan, severance retirement payments, retirement benefitsdirectors or committee fees, and fringe benefits paid or to be paid to the Executive in any such year and payment of any expense items without accountability or paid business purpose or that do not meet the Internal Revenue Service requirements for deductibility by the Bank; provided however, -------- ------- that any payment under this provision and subsection 3(b) below shall not exceed three (3) times the Executive’s benefit 's average annual compensation. At the election of Executive, which election is to be made prior to a Change in Control, such payment shall be made in a lump sum. In the event that no election is made, payment to Executive will be made on a monthly basis in approximately equal installments during any such year; andthe remaining term of this Agreement. (iib) Upon the occurrence of a Change in Control of the Bank or the Holding Company followed at any time during the term of this Agreement by Executive's voluntary or involuntary termination of employment, other than for Termination for Cause, the Bank shall cause to be continued life insurance and non-taxable medicallife, dental medical and disability coverage substantially identical to the coverage maintained by the Employers Bank or Holding Company for the Executive prior to his Date of Terminationseverance, except to the extent such coverage may be changed in its application to all Bank or Holding Company employees on a nondiscriminatory basis. Such coverage and payments shall cease upon the expiration of thirty-six of__________(36____) full calendar months from the Date of Termination. (bc) Notwithstanding the foregoingpreceding paragraphs of this Section 3, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the extent required to avoid penalties "Termination Benefits") constitute an "excess parachute payment" under Section 409A of the Code, the cash severance payable under Section 3 of this Agreement shall be delayed until the first day of the seventh month following the Executive’s Date of Termination. (c) For purposes of this Agreement, a “termination of employment” shall mean a “Separation from Service” as defined in Section 409A 280G of the Code or any successor thereto, and in order to avoid such a result Termination Benefits will be reduced, if necessary, to an amount (the regulations promulgated thereunder"Non-Triggering Amount"), such that the Employers and the Executive reasonably anticipate that the level value of bona fide services the Executive would perform after a termination of employment would permanently decrease to a level that which is one dollar ($1.00) less than 50% an amount equal to three (3) times Executive's "base amount," as determined in accordance with said Section 280G. The allocation of the average level reduction required hereby among the Termination Benefits provided by the preceding paragraphs of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding thirty-six (36) month periodthis Section 3 shall be determined by Executive.

Termination Benefits. In addition to the benefits described under the Agreement that survive the termination of the Agreement, the following benefits will be paid on account of the termination of the Agreement for the following reasons: (a) Upon the occurrence of a Change in Control, followed at any time during the term termination of this Agreement by the involuntary termination of the Executive’s employment (other than for Termination Company for Cause or deathpursuant to Section 2(a)(i), or by the Executive for other than Good ReasonReason or upon the Executive's death, the Employers shallCompany shall pay to Executive immediately after the date of termination an amount equal to the sum of Executive's accrued base salary and any bonus amount earned but not yet paid; (b) Upon termination of this Agreement (x) by the Company for other than Cause or (y) by the Executive for Good Reason or disability, Executive shall be entitled to: (i) the Company shall pay the Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, to Executive or his estatebeneficiaries, as the case may be, a lump sum payment within thirty (30) days of immediately after the Date of Termination an amount which is equal to three (3) times the Executive’s average annual compensation 's base salary for twenty-four (24) months; (ii) the Company shall pay for the five most recent taxable years Executive in the event of disability (after termination of the Agreement under this section), medical insurance during the period the Executive's spouse (and children), or the Executive, as the case may be, is eligible to receive benefits under COBRA; (iii) the Company shall fully vest any stock options or restricted stock previously granted to the Executive; and (iv) the Executive (or his spouse, in the event of his permanent disability that affects his ability to so elect) shall have the right to require the Company to purchase from the Executive a number of shares of common stock, par value $0.0001 per share, of the Company (the "Common Stock"), owned by the Executive or by any entity in which the Executive has been employed by an equity or ownership interest, worth up to $3,000,000. Such Common Stock shall be valued as of the Employers close of business on the day prior to the date the Executive or his spouse delivers a notice to the Company in writing (a "Put Notice") of his decision to require the Company to purchase such lesser number of years Common Stock. The Executive or his spouse (in the event of his disability) shall have up to 21 days following the termination of this Agreement to deliver the Put Notice to the Company. Subject to the fifth sentence of this paragraph, within 30 days of receiving the Put Notice, the Company shall pay Executive or his spouse the proceeds from the purchase of the shares of Common Stock specified in the Put Notice, up to a maximum of $3,000,000. To the extent Xxxxx X. Xxxxxx, M.D. or Xxxxx Xxxxx (each, a "Co-Executive") delivers a Put Notice at the same time as Executive, the Company shall have the right to pay the funds due hereunder over two years (in the case of delivery of a Put Notice by a single Co-Executive), or three years (in the case of delivery of a Put Notice by both Co-Executives), in equal amounts each year pro rata among the Executive and any Co-Executive based on the number of shares of Common Stock specified in each Put Notice; provided, however, that the Company shall not have such right to delay the payment of such funds in any succeeding year or years if the Company elects to sell the shares of Common Stock as set forth in the succeeding sentence. In lieu of a cash payment, the Company shall have the option of causing the shares specified in a Put Notice to be sold, as promptly as is reasonably practicable, pursuant to a registration statement filed by the Company under the Securities Act of 1933, as amended (the "Securities Act"), in which the shares shall be included, or pursuant to an exemption from the registration requirements of the Securities Act, in either case with the funds being remitted to the Executive on the close of such sale (provided, further, that (x) the Executive shall receive at least $3,000,000 from such sale and (y) any sale pursuant to a registration statement shall not count as a "Demand Registration" pursuant to that certain Registration Rights Agreement (the "Registration Rights Agreement"), dated as of the date hereof, by and among the Company, RGGPLS Holding, Inc., a Florida corporation ("RGGPLS"), GRH Holdings, L.L.C., a Florida limited liability company, and Becton, Xxxxxxxxx and Company, a New Jersey corporation). The Company agrees and acknowledges that the Executive shall have been employed by the Employers for less than five years. For this purpose, annual compensation shall include base salary and any other taxable income, including, but not limited to, amounts related right to require the Company to purchase shares of Common Stock from him hereunder without regard to the granting, vesting or exercise of restricted stock or stock option awards, commissions, bonuses, pension and profit sharing plan contributions or benefits (whether or not taxable), severance payments, retirement benefits, and fringe benefits paid or to be paid to the Executive or paid for the Executive’s benefit during any such year; and (ii) cause to be continued life insurance and non-taxable medical, dental and disability coverage substantially identical to the coverage maintained by the Employers for the Executive prior to his Date of Termination, except to the extent such coverage may be changed limitations set forth in its application to all employees on a nondiscriminatory basis. Such coverage and payments shall cease upon the expiration of thirty-six (36) full calendar months from the Date of Termination. (b) Notwithstanding the foregoing, to the extent required to avoid penalties under Section 409A 2.4 of the Code, the cash severance payable under Section 3 of this Agreement shall be delayed until the first day of the seventh month following the Executive’s Date of TerminationRegistration Rights Agreement. (c) For purposes of this Agreement, a “termination of employment” shall mean a “Separation from Service” as defined "Change in Section 409A Control" means any of the Code and following events: (i) any person or group (within the regulations meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended ("Exchange Act")), other than RGGPLS, a subsidiary of the Company or any employee benefit plan (or any related trust) of the Company or a subsidiary of the Company, becomes, after the Effective Time the beneficial owner (within the meaning of Rule 13d-3 promulgated thereunderunder the Exchange Act) of 35% or more of the Common Stock; (ii) individuals who constitute the Board as of the Effective Time (the "Incumbent Board"), cease for any reason to constitute a majority of the members of the Board (except that any individual who becomes a director after the Effective Time, whose election by the Company's stockholders was approved by a majority of the members of the Incumbent Board shall be considered as through such that individual were a member of the Employers and Incumbent Board); or (iii) approval by the Executive reasonably anticipate that stockholders of the level Company of bona fide services either of the Executive would perform following: (1) a merger, reorganization, consolidation, business combination or similar transaction (any of the foregoing, a "Merger") as a result of which the persons who were the respective beneficial owners of the outstanding Common Stock immediately before such Merger are not expected to beneficially own, immediately after a termination of employment would permanently decrease to a level that is less such Merger, directly or indirectly, more than 50% of the average level common stock and the combined voting power of bona fide services performed the then outstanding voting securities of the corporation or other entity resulting from such Merger in substantially the same proportions as immediately before such Merger, or (whether as an employee 2) a plan of liquidation of the Company or as an independent contractora plan or agreement for the sale or other disposition of all or substantially all of the assets of the Company. (iv) over Notwithstanding the immediately preceding thirty-six foregoing, there shall not be a Change in Control if, in advance of such event, Executive agrees in writing that such event shall not constitute a Change in Control. (36d) month periodThe Company's obligations under this Section 5 shall survive termination of this Agreement.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the involuntary termination of the Executive’s employment due to: (other than 1) Executive’s dismissal or (2) Executive’s voluntary termination for Good Reason pursuant to Section 2(a), unless such termination is due to Termination for Cause or death), or by the Executive for Good ReasonCause, the Employers shall: (i) Bank and the Company shall pay the Executive, or in the event of his Executive’s subsequent death, his Executive’s beneficiary or beneficiaries, or his Executive’s estate, as the case may be, a lump sum payment within thirty (30) days of the Date of Termination an amount equal to three (3) 1.5 times the Executive’s average annual compensation for the five most recent taxable years that the Executive has been employed by the Employers Bank or such lesser number of years in the event that the Executive shall have been employed by the Employers Bank for less than five (5) years. For this purpose, Such average annual compensation shall include base salary and any other taxable income, including, but not limited to, amounts related to the granting, vesting or exercise of restricted stock or stock option awardsBase Salary, commissions, bonuses, contributions on Executive’s behalf to any pension and and/or profit sharing plan contributions or benefits (whether or not taxable)plan, severance payments, retirement benefitspayments, and directors or committee fees, fringe benefits paid or to be paid to the Executive in any such year and payment of any expense items without accountability or paid business purpose or that do not meet the Internal Revenue Service requirements for deductibility by the Bank. Such payment shall be made in a lump sum within five (5) business days of the Date of Termination, subject to delayed payment pursuant to Section 18 hereof, if applicable. Any such payment may also be delayed where the Bank reasonably anticipates that the making of the payment will violate Federal securities laws or other applicable law; provided that the payment is made at the earliest date at which the Bank reasonably anticipates that the making of the payment will not cause such violation. (b) Upon the occurrence of a Change in Control of the Bank or the Company followed at any time during the term of this Agreement by Executive’s benefit during any such year; and (ii) voluntary or involuntary termination of employment, other than for Termination for Cause, the Bank shall cause to be continued life insurance and non-taxable medicallife, dental medical and disability coverage substantially identical to the coverage maintained by the Employers Bank or Company for the Executive prior to his Date of TerminationExecutive’s severance, except to the extent such coverage may be changed in its application to all Bank or Company employees on a nondiscriminatory basis. Such coverage and payments shall cease upon the expiration of thirty-six twelve (3612) full calendar months from the Date of Termination. . If the provision of any of the benefits covered by this Section 3(b) would trigger the twenty percent (b20%) Notwithstanding the foregoing, to the extent required to avoid excise tax and interest penalties under Section 409A of the Code, then the cash severance payable under Section 3 of this Agreement benefit(s) that would trigger such tax and interest penalties shall not be delayed until provided (collectively the first day “Excluded Benefits”), and in lieu of the seventh month following Excluded Benefits, the Bank will pay to the Executive’s Date , in a lump sum within thirty (30) business days following termination of Terminationemployment or thirty (30) business days after such determination, should it occur after termination of employment, a cash amount equal to the cost to the Company of providing the Excluded Benefits. Such lump sum payment will be subject to delayed payment pursuant to Section 18 hereof if applicable. (c) For purposes Notwithstanding the preceding paragraphs of this AgreementSection 3, a in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the “termination of employmentTermination Benefits”) constitute an “excess parachute payment” shall mean a “Separation from Service” as defined in under Section 409A 280G of the Code or any successor thereto, and in order to avoid such a result Termination Benefits will be reduced, if necessary, to an amount (the regulations promulgated thereunder“Non-Triggering Amount”), such that the Employers and the Executive reasonably anticipate that the level value of bona fide services the Executive would perform after a termination of employment would permanently decrease to a level that which is one dollar ($1.00) less than 50% an amount equal to three (3) times Executive’s “base amount,” as determined in accordance with said Section 280G. The allocation of the average level reduction required hereby among the Termination Benefits provided by the preceding paragraphs of bona fide services performed (whether as an employee or as an independent contractor) over this Section 3 shall be determined by the immediately preceding thirty-six (36) month periodBank.

Termination Benefits. (a) Upon the occurrence of a Change in of Control, followed at any time during the term of this Agreement by the voluntary or involuntary termination of the Executive’s employment ('s employment, other than for Termination for Cause or death), or by the Executive for Good ReasonCause, the Employers shall: (i) Bank and the company shall pay the Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to his then current annual salary. At the election of the Executive such payment may be made in a lump sum payment within thirty or paid in equal monthly installments during the twelve (3012) days of the Date of Termination an amount equal to three (3) times months following the Executive’s average annual compensation for the five most recent taxable years that the Executive has been employed by the Employers or such lesser number of years in 's termination. In the event that the Executive shall have been employed by the Employers for less than five years. For this purposeno election is made, annual compensation shall include base salary and any other taxable income, including, but not limited to, amounts related to the granting, vesting or exercise of restricted stock or stock option awards, commissions, bonuses, pension and profit sharing plan contributions or benefits (whether or not taxable), severance payments, retirement benefits, and fringe benefits paid or to be paid payment to the Executive will be in equal monthly installments. (b) Upon the occurrence of a Change of Control of the Bank or paid for the Holding Company followed at any time during the term of this Agreement by the Executive’s benefit during any such year; and (ii) 's voluntary or involuntary termination of employment, other than for Termination for Cause, the Bank shall cause to be continued life insurance and non-taxable life, medical, dental and disability coverage substantially identical to the coverage maintained by the Employers Bank for the Executive prior to his Date of Terminationseverance, except to the extent such coverage may be changed in its application to all employees on a nondiscriminatory basisBank employees. Such coverage and payments shall cease upon the earlier of the expiration of thirty-six twelve (3612) full calendar months from or the Date of Termination. (b) Notwithstanding the foregoing, to the extent required to avoid penalties under Section 409A of the Code, the cash severance payable under Section 3 of this Agreement shall be delayed until the first day of the seventh month following the Executive’s Date of TerminationExecutive obtaining other coverage. (c) For purposes At the effective date of this Agreement, a “termination of employment” and annually on April 19, Executive shall mean a “Separation from Service” as defined make the election referred to in Section 409A 4(a) hereof with respect to whether the amounts payable under said Section 4(a) shall be paid in a lump sum or on a monthly basis. Such election shall be irrevocable for the year for which such election is made and shall continue in effect until the executive has made his next annual election. (d) Notwithstanding the preceding paragraphs of this Section 4, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") constitute an "excess parachute payment" under Section 280G of the Code code or any successor thereto, and in order to avoid such a result Termination Benefits will be reduced, if necessary, to an amount (the regulations promulgated thereunder"Non-Triggering Amount"), such that the Employers and the Executive reasonably anticipate that the level value of bona fide services the Executive would perform after a termination of employment would permanently decrease to a level that which is one dollar ($1.00) less than 50% an amount equal to three (3) times Executive's "base amount", as determined in accordance with said Section 280G. The allocation of the average level reduction required hereby among the Termination Benefits provided by the preceding paragraphs of bona fide services performed (whether as an employee or as an independent contractor) over this Section 4 shall be determined by the immediately preceding thirty-six (36) month periodExecutive.

Termination Benefits. In addition to the benefits described under the Agreement that survive the termination of the Agreement, the following benefits will be paid on account of the termination of the Agreement for the following reasons: (a) Upon the occurrence of a Change in Control, followed at any time during the term termination of this Agreement by the involuntary termination of the Executive’s employment (other than for Termination Company for Cause or deathpursuant to Section 2(a)(i), or by the Executive for other than Good ReasonReason or upon the Executive’s death, the Employers shallCompany shall pay to Executive immediately after the date of termination an amount equal to the sum of Executive’s accrued base salary and any bonus amount earned but not yet paid; (b) Upon termination of this Agreement (x) by the Company for other than Cause or (y) by the Executive for Good Reason or disability, Executive shall be entitled to: (i) the Company shall pay the Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, to Executive or his estatebeneficiaries, as the case may be, a lump sum payment within thirty (30) days of immediately after the Date of Termination an amount which is equal to three (3) times the Executive’s average annual compensation base salary for twenty-four (24) months; (ii) the Company shall pay for the five most recent taxable years Executive in the event of disability (after termination of the Agreement under this section), medical insurance during the period the Executive’s spouse (and children), or the Executive, as the case may be, is eligible to receive benefits under COBRA; (iii) the Company shall fully vest any stock options or restricted stock previously granted to the Executive; and (iv) the Executive (or his spouse, in the event of his permanent disability that affects his ability to so elect) shall have the right to require the Company to purchase from the Executive a number of shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”), owned by the Executive or by any entity in which the Executive has been employed by an equity or ownership interest, worth up to $3,000,000. Such Common Stock shall be valued as of the Employers close of business on the day prior to the date the Executive or his spouse delivers a notice to the Company in writing (a “Put Notice”) of his decision to require the Company to purchase such lesser number of years Common Stock. The Executive or his spouse (in the event of his disability) shall have up to 21 days following the termination of this Agreement to deliver the Put Notice to the Company. Subject to the fifth sentence of this paragraph, within 30 days of receiving the Put Notice, the Company shall pay Executive or his spouse the proceeds from the purchase of the shares of Common Stock specified in the Put Notice, up to a maximum of $3,000,000. To the extent Xxxxxx Xxxxx or Xxxxx X. Xxxxxx, M.D. (each, a “Co-Executive”) delivers a Put Notice at the same time as Executive, the Company shall have the right to pay the funds due hereunder over two years (in the case of delivery of a Put Notice by a single Co-Executive), or three years (in the case of delivery of a Put Notice by both Co-Executives), in equal amounts each year pro rata among the Executive and any Co-Executive based on the number of shares of Common Stock specified in each Put Notice; provided, however, that the Company shall not have such right to delay the payment of such funds in any succeeding year or years if the Company elects to sell the shares of Common Stock as set forth in the succeeding sentence. In lieu of a cash payment, the Company shall have the option of causing the shares specified in a Put Notice to be sold, as promptly as is reasonably practicable, pursuant to a registration statement filed by the Company under the Securities Act of 1933, as amended (the “Securities Act”), in which the shares shall be included, or pursuant to an exemption from the registration requirements of the Securities Act, in either case with the funds being remitted to the Executive on the close of such sale (provided, further, that (x) the Executive shall receive at least $3,000,000 from such sale and (y) any sale pursuant to a registration statement shall not count as a “Demand Registration” pursuant to that certain Registration Rights Agreement (the “Registration Rights Agreement”), dated as of the date hereof by and among the Company, RGGPLS Holding, Inc., a Florida corporation (“RGGPLS”), GRH Holdings, L.L.C., a Florida limited liability company, and Becton, Xxxxxxxxx and Company, a New Jersey corporation). The Company agrees and acknowledges that the Executive shall have been employed by the Employers for less than five years. For this purpose, annual compensation shall include base salary and any other taxable income, including, but not limited to, amounts related right to require the Company to purchase shares of Common Stock from him hereunder without regard to the granting, vesting or exercise of restricted stock or stock option awards, commissions, bonuses, pension and profit sharing plan contributions or benefits (whether or not taxable), severance payments, retirement benefits, and fringe benefits paid or to be paid to the Executive or paid for the Executive’s benefit during any such year; and (ii) cause to be continued life insurance and non-taxable medical, dental and disability coverage substantially identical to the coverage maintained by the Employers for the Executive prior to his Date of Termination, except to the extent such coverage may be changed limitations set forth in its application to all employees on a nondiscriminatory basis. Such coverage and payments shall cease upon the expiration of thirty-six (36) full calendar months from the Date of Termination. (b) Notwithstanding the foregoing, to the extent required to avoid penalties under Section 409A 2.4 of the Code, the cash severance payable under Section 3 of this Agreement shall be delayed until the first day of the seventh month following the Executive’s Date of TerminationRegistration Rights Agreement. (c) For purposes of this Agreement, a “termination of employmentChange in Control” shall mean a “Separation from Service” as defined in Section 409A means any of the Code and the regulations promulgated thereunder, such that the Employers and the Executive reasonably anticipate that the level of bona fide services the Executive would perform after a termination of employment would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding thirty-six (36) month period.following events:

Termination Benefits. (a) Upon the occurrence of a Change in Control during the Protected Period, in the event Employee is terminated (other than termination for just cause as defined in Section 4[a] herein), Employer or its successors shall pay Employee, or in the event of his subsequent death, his beneficiary or beneficiaries or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to one (1) year's "highest annual base salary". For purposes of this Agreement, Employee's highest annual base salary shall mean the Employee's highest base salary during the three (3) years immediately preceding Employee's termination or for the period of time since the date Employee was hired, whichever is shorter. Such payment shall be made in substantially equal monthly installments on the last day of each month, or if these days are nonbusiness days, the immediate preceding business day, commencing with the month in which date of termination occurs. At the discretion of Employer, Employee may receive the full amount of the severance in one lump sum payment. (b) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement Protected Period by the Employee's involuntary termination of the Executive’s employment (other than for Termination termination for Cause just cause) Employer or death)its successors shall continue to provide life, or by the Executive for Good Reason, the Employers shall: (i) pay the Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a lump sum payment within thirty (30) days of the Date of Termination an amount equal to three (3) times the Executive’s average annual compensation for the five most recent taxable years that the Executive has been employed by the Employers or such lesser number of years in the event that the Executive shall have been employed by the Employers for less than five years. For this purpose, annual compensation shall include base salary and any other taxable income, including, but not limited to, amounts related to the granting, vesting or exercise of restricted stock or stock option awards, commissions, bonuses, pension and profit sharing plan contributions or benefits (whether or not taxable), severance payments, retirement benefits, and fringe benefits paid or to be paid to the Executive or paid for the Executive’s benefit during any such year; and (ii) cause to be continued life insurance and non-taxable medical, dental health and disability coverage substantially identical comparable to the coverage maintained by the Employers Employer for the Executive Employee prior to his Date of Termination, except to the extent such coverage may be changed in its application to all employees on a nondiscriminatory basisseverance. Such coverage and payments shall cease upon the expiration earlier of thirtyEmployee obtaining new employment and receiving similar coverage through another company, which provides comparable company-six paid coverage, or one (361) full calendar months year from the Date date of Termination. (b) Notwithstanding the foregoing, to the extent required to avoid penalties under Section 409A of the Code, the cash severance payable under Section 3 of this Agreement shall be delayed until the first day of the seventh month following the Executive’s Date of TerminationEmployee's termination. (c) For purposes of this AgreementIn the event that Employee is involuntarily terminated (other than for just cause) during the Protected Period or Employee voluntarily terminates his employment for good reason, a “termination of employment” Employee shall mean a “Separation from Service” as defined in Section 409A of the Code and the regulations promulgated thereunder, such that the Employers and the Executive reasonably anticipate that the level of bona fide services the Executive would perform after a termination of employment would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding thirty-have six (366) month periodmonths within which to exercise any stock options or limited rights that have been granted by Employer.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the involuntary termination of the Executive’s 's employment with the Company for any reason, the Company shall provide the Executive (or, in the case of his death, his estate or other than for Termination for Cause or deathlegal representative), (i) any Annual Bonus earned but not yet paid with respect to the preceding calendar year, (ii) all benefits due him under the Company's benefits plans and policies for his services rendered to the Company prior to the date of such termination (according to the terms of such plans and policies), (iii) not later than ninety (90) days after such termination, in a lump sum, all Base Salary earned through the date of such termination, and (iv) not later than ninety (90) days after such termination, in a lump sum, any Annual Bonus earned with respect to that portion of the calendar year prior to such termination. (b) In the event that the Executive's employment hereunder is terminated by the Company without Cause or by the Executive for Good ReasonReason (but not by reason of expiration or non-renewal of this Agreement), and subject to the last sentence of this subsection (b), the Employers shall: Company shall make a one-time cash payment to the Executive in a gross amount such that the net payments retained by the Executive after payment of any applicable Excise Tax with respect to such payment shall equal Two Million Dollars (i) pay $2,000,000). Such payment shall be made at the Executive, time of any such termination without Cause or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a lump sum payment within thirty (30) days of any such resignation for Good Reason. Such payment shall be in full satisfaction of all obligations of the Date Company to Executive hereunder (other than those obligations set forth in Sections 4(c), 4(j) and 6(a)) and shall be conditioned on Executive giving a general release of Termination an amount equal to three (3) times the Executive’s average annual compensation for Company and affiliates in the five most recent taxable years that the Executive has been employed form used generally by the Employers or such lesser number Company in the case of years in the termination of employment of senior executives. (i) In the event that the Executive shall have been employed by elects to terminate his employment hereunder other than for Good Reason, the Employers for less than five years. For this purposeCompany, annual compensation shall include base salary and any other taxable income, including, but not limited to, amounts related to the granting, vesting or exercise of restricted stock or stock option awards, commissions, bonuses, pension and profit sharing plan contributions or benefits (whether or not taxable), severance payments, retirement benefits, and fringe benefits paid or to be paid to the Executive or paid in consideration for the Executive’s benefit during any 's agreement in Section 7(b), shall continue to pay him his Base Salary as set forth in Section 4(a) through the earlier of (A) the fifth (5th) anniversary of the Effective Date or (B) the second (2nd) anniversary of such year; andtermination of employment (the earlier of such dates, the "Cessation Date"). (ii) cause to be continued life insurance and non-taxable medicalIn addition, dental and disability coverage substantially identical in such event, the Company may, by written notice to the coverage maintained by the Employers for Executive given no later than 15 days following his termination of employment, elect to require the Executive prior to observe the provisions of Section 7(c) hereof. In such event, the Company shall, on the last day of each calendar year preceding the Cessation Date make a payment to him equal to his Average Bonus, and on the last day of the calendar year which includes the Cessation Date of Termination, except make a payment to him equal to the extent product of his Average Bonus and the fraction of such coverage may be changed in its application to all employees on a nondiscriminatory basis. Such coverage and payments shall cease upon calendar year which precedes the expiration of thirty-six (36) full calendar months from the Date of TerminationCessation Date. (bd) Notwithstanding In the foregoing, to event that the extent required to avoid penalties under Section 409A Executive's employment is terminated by reason of the Code, the cash severance payable under Section 3 expiration or non-renewal of this Agreement the Company shall be delayed until the first day of the seventh month following the Executive’s Date of Termination. (c) For purposes of this Agreement, make a “termination of employment” shall mean a “Separation from Service” as defined in Section 409A of the Code and the regulations promulgated thereunder, such that the Employers and one-time cash payment to the Executive reasonably anticipate that equal to two (2) times the level amount of bona fide services the Executive would perform after a termination of employment would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding thirty-six (36) month period.his annual Base

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the involuntary termination of the Executive’s 's employment due to: (other than for 1) Executive's dismissal or (2) Executive's voluntary termination pursuant to Section 2(a), unless such termination is due to Termination for Cause or death), or by the Executive for Good ReasonCause, the Employers shall: (i) Bank and the Holding Company shall pay the Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a lump sum payment within thirty (30) days of the Date of Termination an amount equal to three (3) times the Executive’s 's average annual compensation for the five most recent taxable years that the Executive has been employed by the Employers Bank or such lesser number of years in the event that the Executive shall have been employed by the Employers Bank for less than five years. For this purpose, Such average annual compensation shall include base salary and any other taxable income, including, but not limited to, amounts related to the granting, vesting or exercise of restricted stock or stock option awardsBase Salary, commissions, bonuses, contributions on Executive's behalf to any pension and and/or profit sharing plan contributions or benefits (whether or not taxable)plan, severance payments, retirement benefitspayments, and directors or committee fees, fringe benefits paid or to be paid to the Executive in any such year and payment of any expense items without accountability or paid business purpose or that do not meet the Internal Revenue Service requirements for deductibility by the Bank; provided however, that any payment under this provision and subsection 3(b) below shall not exceed three (3) times the Executive’s benefit 's average annual compensation. At the election of Executive, which election is to be made prior to a Change in Control, such payment shall be made in a lump sum. In the event that no election is made, payment to Executive will be made on a monthly basis in approximately equal installments during any such year; andthe remaining term of this Agreement. (iib) Upon the occurrence of a Change in Control of the Bank or the Holding Company followed at any time during the term of this Agreement by Executive's voluntary or involuntary termination of employment, other than for Termination for Cause, the Bank shall cause to be continued life insurance and non-taxable medicallife, dental medical and disability coverage substantially identical to the coverage maintained by the Employers Bank or Holding Company for the Executive prior to his Date of Terminationseverance, except to the extent such coverage may be changed in its application to all Bank or Holding Company employees on a nondiscriminatory basis. Such coverage and payments shall cease upon the expiration of thirtytwenty-six four (3624) full calendar months from the Date of Termination. (bc) Notwithstanding the foregoingpreceding paragraphs of this Section 3, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the extent required to avoid penalties "Termination Benefits") constitute an "excess parachute payment" under Section 409A of the Code, the cash severance payable under Section 3 of this Agreement shall be delayed until the first day of the seventh month following the Executive’s Date of Termination. (c) For purposes of this Agreement, a “termination of employment” shall mean a “Separation from Service” as defined in Section 409A 280G of the Code or any successor thereto, and in order to avoid such a result Termination Benefits will be reduced, if necessary, to an amount (the regulations promulgated thereunder"Non-Triggering Amount"), such that the Employers and the Executive reasonably anticipate that the level value of bona fide services the Executive would perform after a termination of employment would permanently decrease to a level that which is less than 50% of the average level of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding thirty-six (36) month period.one

Termination Benefits. (a) Upon Period”), or, in the occurrence case of benefits, such time as the Executive receives equivalent coverage and benefits under plans and programs of a Change in Controlsubsequent employer, followed at any time during and (ii) provide such other or additional benefits, if any, as may be provided under applicable employee benefit plans, programs and/or arrangements of the term Company. In addition, all Restricted Shares and unvested Stock Options held by Executive shall be accelerated and deemed to have vested as of this Agreement by the involuntary termination date. All Stock Options that have vested (or been deemed pursuant to the immediately preceding sentence to have vested) as of the date of the Executive’s employment termination shall remain exercisable until the earlier to occur of: (other than for Termination for Cause or death)x) the expiry of sixty (60) months following the termination date, or by and (y) the Executive for Good Reasonlast expiration/termination separation from service. Notwithstanding anything to the contrary, if any of the Executive’s benefits pursuant to Section 7(c)(i) hereof cannot be provided to former employees, the Employers shall: (i) pay Company shall provide the Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a single lump sum payment within thirty ninety (3090) days, a cash payment sufficient to purchase equivalent benefit(s), with the payment grossed up as necessary to comport with the tax-free nature of the Company’s direct provision of certain of those benefits. All payments, benefits and/or grants under this Section 7(c) shall be subject to Executive’s execution and delivery within twenty one (21) days of separation from service of a general release of the Date Company, its parents, subsidiaries and affiliates and each of Termination an amount equal its officers, directors, employees, agents, successors and assigns in a form that is reasonably acceptable to three the Company, with such payments, benefits, and/or grants commencing sixty (360) times the days from Executive’s average annual compensation for the five most recent taxable years separation from service, except that the Executive has been employed by the Employers or any such lesser number of years in the event that the Executive shall have been employed by the Employers for less than five years. For this purpose, annual compensation shall include base salary and any other taxable income, including, but not limited to, amounts related to the granting, vesting or exercise of restricted stock or stock option awards, commissions, bonuses, pension and profit sharing plan contributions or benefits (whether or not taxable), severance payments, retirement benefits, and/or grants that are exempt from Section 409A (as described in Section 13) and fringe benefits paid or to that would otherwise be payable during the sixty (60) day period may at the discretion of the Company be paid to before the Executive or paid for end of the Executive’s benefit during any such year; and sixty (ii60) cause to be continued life insurance and non-taxable medical, dental and disability coverage substantially identical to the coverage maintained by the Employers for the Executive prior to his Date of Termination, except to the extent such coverage may be changed in its application to all employees on a nondiscriminatory basisday period. Such coverage and payments shall cease upon the expiration of thirty-six (36) full calendar months from the Date of Termination. (b) Notwithstanding the foregoing, if Executive is entitled to receive salary continuation during the Section 7(c) Termination Benefits Period but violates any provisions of Section 9 or Section 10 after termination of employment, Company will be entitled to immediately stop paying any further installments of such salary continuation, in addition to any other remedies that may be available to the extent required to avoid penalties under Section 409A of the Code, the cash severance payable under Section 3 of this Agreement shall be delayed until the first day of the seventh month following the Executive’s Date of TerminationCompany in law or at equity. (cd) For purposes By Executive for Convenience. If Executive terminates Executive’s employment pursuant to Section 6(e), Executive shall not be entitled to receive any payments or benefits other than the Accrued Compensation. (e) This Section 7 sets forth the only obligations of Company with respect to the termination of Executive’s employment with Company, and Executive acknowledges that, upon the termination of his employment, he shall not be entitled to any payments or benefits which are not explicitly provided in this Section 7, except as required by law or the terms of another employee plan, program or arrangement covering him. Executive acknowledges and agrees that upon the termination of his employment with the Company, regardless of the reason or grounds therefore, he shall resign from his position on any board, organization or foundation wherein Executive sits or belongs as a representative of the Company. (f) The obligations of Company that arise under this Section 7 shall survive the expiration or earlier termination of this Agreement, a “termination of employment” shall mean a “Separation from Service” as defined in Section 409A of the Code and the regulations promulgated thereunder, such that the Employers and the Executive reasonably anticipate that the level of bona fide services the Executive would perform after a termination of employment would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding thirty-six (36) month period.

Termination Benefits. (a) Upon the occurrence of If, in connection with or within twelve (12) months after a Change in Control, followed at any time during the term Executive resigns for Good Reason (in accordance with Section 2(a) of this Agreement by Agreement) or if the involuntary termination of the Executive’s Bank involuntarily terminates her employment (for a reason other than for Termination for Cause or death)Cause, or by the Executive for Good Reason, the Employers shallshall receive: (i) pay the Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a single lump sum cash payment within thirty (30) days of the Date of Termination an amount equal to three two (32) times the Executive’s average annual compensation for (i) Base Salary and (ii) the five most recent taxable years that the Executive has been employed by the Employers or such lesser number highest rate of years in the event that the Executive shall have been employed by the Employers for less than five years. For this purpose, annual compensation shall include base salary and any other taxable income, including, but not limited to, amounts related to the granting, vesting or exercise of restricted stock or stock option awards, commissions, bonuses, pension and profit sharing plan contributions or benefits (whether or not taxable), severance payments, retirement benefits, and fringe benefits paid or to be bonus paid to Executive during the Executive or paid for the three (3) years prior to termination, subject to applicable withholding taxes, payable within ten (10) calendar days following Executive’s benefit during any such yeartermination of employment; and (ii) cause the Bank will continue to be continued provide Executive and the Executive’s dependents with life insurance and insurance, non-taxable medical, vision, and dental and disability coverage substantially identical comparable (and on substantially the same terms and conditions) to the coverage maintained by the Employers Bank for the Executive prior to his Date Executive’s termination of Termination, except to the extent such coverage may be changed in its application to all employees on a nondiscriminatory basisemployment. Such coverage and payments shall cease upon the expiration of thirtytwenty-six four (3624) full calendar months from after Executive’s termination. Notwithstanding anything herein to the Date contrary, if as the result of Terminationany change in, or interpretation of, the laws applicable to the payments or provisions of benefits hereunder, such payments or provisions are deemed illegal or subject to excise taxes or penalties, then the Bank shall, to the extent permitted under such laws, pay to the Executive a cash lump sum payment reasonably estimated to be equal to the amount of benefits (or the remainder of such amount) that Executive is no longer permitted to receive in kind. Such lump sum payment shall be required to be made within ten (10) days following Executive’s termination of employment or the determination that the payment or provision of such benefits would subject the Bank to excise taxes or penalties, whichever is later. (biii) Notwithstanding If the foregoingExecutive is a “Specified Employee,” as defined in Treasury Regulation 1.409A-1(i), then, solely to the extent required to avoid penalties under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the cash severance payable payments under this Section 3 of this Agreement shall be delayed until the first day of the seventh month following the Executive’s Date date of Terminationtermination. (civ) For purposes of this Agreement, a “termination of employment” shall mean a “Separation from Service” as defined in Section 409A of the Code and the regulations promulgated thereunder, such that the Employers Employer and the Executive reasonably anticipate that the level of bona fide services the Executive would perform after a termination of employment would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding thirty-six (36) month period. (b) Notwithstanding the preceding provisions of this Section 3, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the “Termination Benefits”) constitute an “excess parachute payment” under Section 280G of the Code or any successor thereto, and to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount (the “Non-Triggering Amount”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive’s “base amount,” as determined in accordance with said Section 280G.

Termination Benefits. Employee shall hold office at the pleasure of the majority of the City Council, be an “employee at will,” and may be terminated at any time with or without cause, even in the event should Employee become totally and permanently disabled. In the event that Employee is terminated by the Employer during such time that Employee is willing and able to perform the duties of City Manager other than for cause, then in that event, Employer agrees to pay Employee a continuation of his normal salary at the last current rate for a period of nine (a9) Upon months or until he obtains other employment, whichever occurs first, to be paid out in installments during normal pay periods and not as a lump sum, from the occurrence date of a Change in Controltermination to include the medical and dental insurance benefit at the election level as of the date of termination, followed but no other benefits. In the event of voluntary resignation by Employee, Employee shall not be entitled to such termination benefits unless specifically agreed to by City Council at the time of Employee’s resignation. In the event Employee voluntarily resigns his position with the City at any time during the term of this Agreement Agreement, Employee shall give the Employer at least one month written notice in advance. The Parties further agree and acknowledge that the City has established and shall maintain an adequate present cash reserve held for future payments if required in an amount sufficient to pay any termination benefits required by this Agreement. For the involuntary termination purpose of COBRA and the Executive’s employment (other than for Termination for Cause or death), or by the Executive for Good Reasonnotification requirements, the Employers shalllast day of employment shall be the actual last day of employment and shall not include the extended period of any termination benefits. In the event, however, that Employee is terminated for cause, the City shall have no obligation for termination benefits as provided above. As used herein, “cause” shall mean: (ia) pay the Executive, Conduct by Employee that is fraudulent or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a lump sum payment within thirty (30) days of the Date of Termination an amount equal to three (3) times the Executive’s average annual compensation for the five most recent taxable years that the Executive has been employed by the Employers or such lesser number of years in the event that the Executive shall have been employed by the Employers for less than five years. For this purpose, annual compensation shall include base salary and any other taxable income, including, but not limited to, amounts related to the granting, vesting or exercise of restricted stock or stock option awards, commissions, bonuses, pension and profit sharing plan contributions or benefits (whether or not taxable), severance payments, retirement benefits, and fringe benefits paid or to be paid to the Executive or paid for the Executive’s benefit during any such year; and (ii) cause to be continued life insurance and non-taxable medical, dental and disability coverage substantially identical to the coverage maintained by the Employers for the Executive prior to his Date of Termination, except to the extent such coverage may be changed in its application to all employees on a nondiscriminatory basis. Such coverage and payments shall cease upon the expiration of thirty-six (36) full calendar months from the Date of Termination.dishonest, (b) Notwithstanding the foregoingEmployee’s conviction of a felony or crime involving moral turpitude under any federal or state law, to the extent required to avoid penalties under Section 409A of the Code, the cash severance payable under Section 3 of this Agreement shall be delayed until the first day of the seventh month following the Executive’s Date of Termination.or (c) For purposes Failure by Employee in a material way to fulfill or comply with his obligations under this Amended Agreement. By way of example and not limitation, should Employee not comply with the residency requirement set forth in paragraph 11 of this AgreementAgreement and in the Home Rule Charter or grossly neglect his duties, a “termination of employment” Employee shall mean a “Separation from Service” as defined in Section 409A of the Code be deemed to be terminated with cause and the regulations promulgated thereunder, such that the Employers and the Executive reasonably anticipate that the level of bona fide services the Executive would perform after a termination of employment would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding thirty-six (36) month periodbenefits shall not apply.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during by the term termination of Executive's employment in accordance with the provisions of Section 2 of this Agreement by the involuntary termination of the Executive’s employment (other than for Termination for Cause or death), or by the Executive for Good ReasonAgreement, the Employers shall: (i) Holding Company shall be obligated to pay the Executive, or in the event of his Executive's subsequent death, his Executive's beneficiary or beneficiaries, or his Executive's estate, as the case may be, a lump sum payment within thirty (30) days of the Date of Termination an amount equal to three two and one-half (32-1/2) times the greater of (i) Executive’s 's average annual compensation (including compensation attributable to the exercise of stock options) for the five most recent recently completed taxable years that of Executive or (ii) the Executive has been employed by highest annual compensation (excluding compensation attributable to the Employers or such lesser number exercise of stock options) for any of the five most recently completed taxable years of Executive. Except as provided for in the event that the Executive shall have been employed by the Employers preceding sentence, for less than five years. For purposes of this purposeSection 3(a), annual compensation shall include base salary and any other taxable income, including, including but not limited to, to amounts related to the granting, vesting or exercise of restricted stock or stock option awards, commissions, bonuses, pension and profit sharing plan contributions or benefits (whether or not taxable), severance payments, retirement benefits, director or committee fees and fringe benefits paid or to be paid to the Executive or paid for the Executive’s 's benefit during any such year; and, as well as pension, profit sharing, employee stock ownership plan and other retirement contributions or benefits, including to any tax-qualified or non-tax-qualified plan or agreement (whether or not taxable) made or accrued on behalf of Executive for such year. In addition, for purposes of determining his vested accrued benefit, Executive shall be credited either under the defined benefit pension plan maintained by the Bank or, if not permitted under such plan, under a separate arrangement, with the additional "years of service" that he would have earned for vesting and benefit accrual purposes for the remaining term of the Agreement had his employment not terminated. At the election of Executive, which election is to be made prior to or within thirty 3 14 (30) days of the Date of Termination on or following a Change in Control, such payment may be made in a lump sum (without discount for early payment) on or immediately following the Date of Termination (which may be the date a Change in Control occurs) or paid in equal monthly installments during the thirty (30) months following Executive's termination. In the event that no election is made, payment to Executive will be made on a monthly basis during the remaining thirty (30) month term of the Agreement. Such payments shall not be reduced in the event Executive obtains other employment following termination of employment. (iib) Upon the occurrence of a Change in Control and Executive's termination of employment in accordance with the provisions of Section 2 of this Agreement, the Holding Company will cause to be continued life insurance and non-taxable any life, medical, dental health and disability coverage or dental insurance plan or arrangement in which Executive participates (each being a "Welfare Benefit Plan") substantially identical to the benefit coverage maintained by the Employers Holding Company or its subsidiaries for the Executive and any of his dependents covered under such plans prior to his Date of Termination, except to the extent such coverage may be changed Change in its application to all employees on a nondiscriminatory basisControl. Such coverage and payments shall cease upon the expiration of thirty-six (36) full calendar months from following the Date of Termination. (b) Notwithstanding . In the foregoing, to the extent required to avoid penalties under Section 409A of the Codeevent Executive's or Executive's covered dependent's participation in any such plan or program is barred, the cash severance payable Holding Company shall arrange to provide Executive and his dependents with benefits coverage substantially similar to those which Executive and his dependents would otherwise have been entitled to receive under Section 3 such plans and programs by operation of this Agreement shall be delayed until the first day of the seventh month following the provision or provide their economic equivalent to Executive and Executive’s Date of Termination's dependents. (c) For purposes of this Agreement, a “termination of employment” shall mean a “Separation from Service” as defined in Section 409A of the Code and the regulations promulgated thereunder, such that the Employers and the Executive reasonably anticipate that the level of bona fide services the Executive would perform after a termination of employment would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding thirty-six (36) month period.

Termination Benefits. (a) Upon If within six (6) months following the occurrence of date a Change in ControlControl has occurred or the Boards of Directors have determined that a Change in Control has occurred, followed at any time during Executive shall be entitled to the term of this Agreement benefits provided in Sections 3(b) and 3(c) upon: (1) Executive's termination by the involuntary termination of the Executive’s employment (Company or Association, other than for Termination for Cause or death)Cause, or (2) a material detrimental alteration in authority or responsibility, demotion, loss of title, or (3) material reduction in annual compensation or benefits, with material reduction defined as 5.00% or more, or (4) relocation of Executive's principal place of employment by more than thirty (30) miles from its prior location. (b) If the Executive becomes eligible for Good Reasonbenefits under Section 3(a) above, the Employers shall: (i) Company or Association shall be obligated to pay the Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a lump sum payment within thirty equal to _______ (30__) days months of the Date of Termination an amount equal to three (3) times the Executive’s average 's then current annual compensation for the five most recent taxable years that the Executive has been employed by the Employers or such lesser number of years in the event that the Executive shall have been employed by the Employers for less than five yearscompensation. For this purpose, Such annual compensation shall include base salary and salary, auto allowance, any other taxable income, including, but not limited to, amounts related to bonuses in the granting, vesting or exercise form of restricted stock cash or stock option awards, commissions, bonuses, pension and profit sharing plan contributions or benefits (whether or not taxable), severance payments, retirement benefits, and fringe benefits grants paid or to be paid to the Executive or paid for the Executive’s benefit during in any such year; and, and the amount of benefits paid or accrued to Executive pursuant to any qualified or non-qualified employee benefit plan maintained by the Company or Association in any such year. At the election of Executive which election is to be made prior to a Change in Control, such payment may be made in a lump sum. In the event that no election is made, payment to Executive will be made on a monthly basis in approximately equal installments during the remaining term of this Agreement. This Agreement specifically states that no benefits will be "grossed up" or otherwise adjusted to reflect the personal income tax consequences to or personal income tax liabilities of Executive. (iic) If the Executive becomes eligible for benefits under Section 3(a) above, the Company or Association shall cause to be continued life insurance and non-taxable medical, dental dental, vision, short term disability, and long term disability coverage substantially identical similar to the coverage maintained by the Employers Company or Association for the Executive prior to his Date of Terminationseverance, except to the extent such coverage may be changed in its application to all employees on a nondiscriminatory basisCompany or Association employees. Such coverage and payments shall cease upon the expiration of thirty-six _______ (36__) full calendar months from following the Date of Termination. (bd) Notwithstanding the foregoingpreceding provisions of this Section 3, in the event that: (i) the aggregate payments or benefits to be made or afforded to Executive, which are deemed to be parachute payments as defined in Section 280G of the extent Internal Revenue Code of 1986, as amended (the "Code") or any successor thereof, (the "Termination Benefits") would be deemed to include an "excess parachute payment" under Section 280G of the Code; and (ii) if such Termination Benefits were reduced to an amount (the "Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount," as determined in accordance with said Section 280G and the Non-Triggering Amount would be greater than the aggregate value of the Termination Benefits (excluding such reduction) minus the amount of tax required to avoid penalties under be paid by the Executive thereon by Section 409A 4999 of the Code, then the cash severance payable under Section 3 of this Agreement Termination Benefits shall be delayed until reduced to the first day Non-Triggering Amount. The allocation of the seventh month following reduction required hereby among the Termination Benefits shall be determined solely by the Executive at Executive’s Date of Termination's discretion. (ce) For purposes If the Executive's employment is terminated by reason of this AgreementExecutive's voluntary resignation, a “termination of employment” shall mean a “Separation from Service” as defined in Section 409A all of the Code Company's and Association's obligations hereunder shall terminate upon the regulations promulgated thereunder, such that the Employers and date the Executive reasonably anticipate ceases to be employed as a result of such voluntary resignation. Executive shall be entitled to no additional compensation beyond that the level of bona fide services the Executive would perform after a termination of employment would permanently decrease generally available to a level that is less than 50% all or substantially all of the average level full-time employees of bona fide services performed (whether as an employee the Company or as an independent contractor) over Association at that time, and Executive shall only be entitled to that compensation and benefits earned and vested at the immediately preceding thirty-six (36) month perioddate of such voluntary resignation.

Termination Benefits. In exchange for, among other things, his signing, delivering and not revoking a General Release of Claims in the form of Exhibit A hereto (the “Release”), the Company agrees to provide Executive with the following Termination Benefits: (a) Upon The Company shall pay Executive $1,151,250, which represents an amount equal to one and one-half times the occurrence of a Change in Control, followed at any time during the term of this Agreement by the involuntary termination sum of the Executive’s employment Base Salary and his Average Incentive Compensation (other than as such terms are defined in the Employment Agreement, such amount referred to herein as the “Severance Amount”). The Severance Amount shall be paid out in substantially equal bi-weekly installments over eighteen (18) months, in arrears beginning on the first payroll date that occurs after thirty-five days from the Separation Date. Solely for Termination for Cause or deaththe purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), or by the Executive for Good Reason, the Employers shall: (i) pay the Executive, or in the event each bi-weekly payment is considered a separate payment. The death of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a lump sum payment within thirty (30) days of the Date of Termination an amount equal to three (3) times the Executive’s average annual compensation for the five most recent taxable years that the Executive has been employed by the Employers or such lesser number of years in the event that the Executive shall have been employed by not relieve the Employers for less than five years. For this purpose, annual compensation shall include base salary and any other taxable income, including, but not limited to, amounts related to the granting, vesting or exercise Company of restricted stock or stock option awards, commissions, bonuses, pension and profit sharing plan contributions or benefits (whether or not taxable), severance payments, retirement benefits, and fringe benefits paid or to be paid to the Executive or paid for the Executive’s benefit during any such year; and (ii) cause to be continued life insurance and non-taxable medical, dental and disability coverage substantially identical to the coverage maintained by the Employers for the Executive prior to his Date of Termination, except to the extent such coverage may be changed in its application to all employees on a nondiscriminatory basis. Such coverage and payments shall cease upon the expiration of thirty-six (36) full calendar months from the Date of Terminationobligations hereunder. (b) Notwithstanding Subject to Executive’s copayment of premium amounts at the foregoingactive employees’ rate, he shall continue to participate in the Company’s group health, dental and vision program for eighteen (18) months following the Separation Date; provided, however, that the continuation of such benefits under this subparagraph shall reduce and count against Executive’s rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). (c) Anything in this Agreement to the extent required contrary notwithstanding, if any payment or benefit that Executive becomes entitled to avoid under this Agreement is considered deferred compensation subject to interest, penalties under and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, then no such payment shall be payable or benefit shall be provided prior to the date that is the earlier of (A) six months after Executive’s separation from service, or (B) Executive’s death, and the initial payment shall include a catch-up amount covering amounts that would otherwise have been paid during the first six-month period but for the applications of this Subparagraph 3(c). The Parties intend that this Agreement will be administered in accordance with Section 409A of the Code, the cash severance payable under Section 3 of . The Parties agree that this Agreement shall may be delayed until the first day of the seventh month following the Executive’s Date of Termination. (c) For purposes of this Agreementamended, a “termination of employment” shall mean a “Separation from Service” as defined in reasonably requested by either Party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the regulations promulgated thereunder, such that the Employers payments and the Executive reasonably anticipate that the level of bona fide services the Executive would perform after a termination of employment would permanently decrease benefits provided hereunder without additional cost to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding thirty-six (36) month periodeither Party.

Termination Benefits. (a) Upon the occurrence of a Change in of Control, followed at any time during the term of this Agreement by the voluntary or involuntary termination of the Executive’s employment ('s employment, other than for Termination for Cause or death), or by the Executive for Good ReasonCause, the Employers shall: (i) Bank and the company shall pay the Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be,as severance pay or liquidated damages, or both, a sum equal to his then current annual salary. At the election of the Executive such payment may be made in a lump sum payment within thirty or paid in equal monthly installments during the twelve (3012) days of the Date of Termination an amount equal to three (3) times months following the Executive’s average annual compensation for the five most recent taxable years that the Executive has been employed by the Employers or such lesser number of years in 's termination. In the event that the Executive shall have been employed by the Employers for less than five years. For this purposeno election is made, annual compensation shall include base salary and any other taxable income, including, but not limited to, amounts related to the granting, vesting or exercise of restricted stock or stock option awards, commissions, bonuses, pension and profit sharing plan contributions or benefits (whether or not taxable), severance payments, retirement benefits, and fringe benefits paid or to be paid payment to the Executive will be in equal monthly installments. (b) Upon the occurrence of a Change of Control of the Bank or paid for the Holding Company followed at any time during the term of this Agreement by the Executive’s benefit during any such year; and (ii) 's voluntary or involuntary termination of employment, other than for Termination for Cause, the Bank shall cause to be continued life insurance and non-taxable life, medical, dental and disability coverage substantially identical to the coverage maintained by the Employers Bank for the Executive prior to his Date of Terminationseverance, except to the extent such coverage may be changed in its application to all employees on a nondiscriminatory basisBank employees. Such coverage and payments shall cease upon the earlier of the expiration of thirty-six twelve (3612) full calendar months from or the Date of Termination. (b) Notwithstanding the foregoing, to the extent required to avoid penalties under Section 409A of the Code, the cash severance payable under Section 3 of this Agreement shall be delayed until the first day of the seventh month following the Executive’s Date of TerminationExecutive obtaining other coverage. (c) For purposes At the effective date of this Agreement, a “termination of employment” and annually on each anniversary, Executive shall mean a “Separation from Service” as defined make the election referred to in Section 409A 4(a) hereof with respect to whether the amounts payable under said Section 4(a) shall be paid in a lump sum or on a monthly basis. Such election shall be irrevocable for the year for which such election is made and shall continue in effect until the executive has made his next annual election. (d) Notwithstanding the preceding paragraphs of this Section 4, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") constitute an "excess parachute payment" under Section 280G of the Code code or any successor thereto, and in order to avoid such a result Termination Benefits will be reduced, if necessary, to an amount (the regulations promulgated thereunder"Non-Triggering Amount"), such that the Employers and the Executive reasonably anticipate that the level value of bona fide services the Executive would perform after a termination of employment would permanently decrease to a level that which is one dollar ($1.00) less than 50% an amount equal to three (3) times Executive's "base amount",as determined in accordance with said Section 280G. The allocation of the average level reduction required hereby among the Termination Benefits provided by the preceding paragraphs of bona fide services performed (whether as an employee or as an independent contractor) over this Section 4 shall be determined by the immediately preceding thirty-six (36) month periodExecutive.

Termination Benefits. (a) Upon In the occurrence event of a Change in Control, followed at any time during the term of this Agreement by the involuntary termination of Employee’s employment, for any reason, Employee shall be entitled to any Accrued Obligations (as defined below), which shall be paid by Employer as soon as reasonably calculable but no more than thirty (30) days following the Executivetermination date. (b) In the event that Employer terminates Employee’s employment (other than for Termination for prior to the Term End Date without Cause or death), or by the Executive for Employee resigns with Good Reason, the Employers shall: and only under these circumstances, Employee shall be entitled to (i) severance pay in an amount equal to the ExecutiveMonthly Base Salary (defined as Base Salary divided by twelve (12)) in effect on the Commencement Date multiplied by the number that is the lesser of eighteen (18) and the number of months remaining prior to the Term End Date as of the date of termination (“Severance Pay”), or and (ii) accelerated vesting in full of the Signing Grant, to the extent not theretofore fully vested (collectively with the Severance Pay, the “Severance Benefits”). In the event that Employer terminates Employee’s employment without Cause after a Renewal Date, Employee shall be entitled to Severance Pay equal to the Monthly Base Salary multiplied by the lesser of (6) months and the number of months remaining prior to the next Renewal Date. For the avoidance of doubt, a termination of Employee’s employment pursuant to Section 8(a) shall not constitute a termination of employment without Cause. (A) Subject to Section 13, any Severance Pay shall be paid in the event number of his subsequent deathequal monthly installments corresponding to the number of months of Severance Pay provided under Section 8(b), his beneficiary commencing on the first business day coincident with or beneficiariesnext following the sixtieth (60th) calendar date following Employee’s termination of employment (such period during which Severance Pay will be paid, or his estatethe “Severance Period”). (B) Employee’s right to receive the Severance Benefits is contingent upon Employee signing and delivering to Employer (and not revoking) a general release and waiver (in a form determined by Employer), as waiving all claims the case Employee may behave against Employer, a lump sum payment its parents, subsidiaries, successors, assigns, affiliates, and their respective executives, officers and directors relating to Employee’s employment with Employer, within thirty (30) days of termination of employment. (C) The payment of the Date of Termination an amount equal to three Severance Benefits is conditioned upon the Employee’s compliance with the Restrictive Covenants (3as hereinafter defined). (c) times the Executive’s average annual compensation for the five most recent taxable years that the Executive has been employed by the Employers or such lesser number of years in the event that the Executive shall have been employed by the Employers for less than five years. For this purpose, annual compensation shall include base salary and Notwithstanding any other taxable income, including, but not limited to, amounts related provision of this Agreement to the grantingcontrary, vesting or exercise of restricted stock or stock option awardsif the Severance Benefits, commissions, bonuses, pension and profit sharing plan contributions or benefits (whether or not taxable), severance payments, retirement benefits, and fringe benefits paid together with any other payments received or to be paid to received by Employee in connection with a “change in control” (for purposes of Section 280G of the Executive or paid for the Executive’s benefit during Internal Revenue Code of 1986) would cause any such year; and (ii) cause amount to be continued life insurance and non-taxable medical, dental and disability coverage substantially identical nondeductible for federal income tax purposes pursuant to the coverage maintained by the Employers for the Executive prior to his Date of Termination, except to the extent such coverage may be changed in its application to all employees on a nondiscriminatory basis. Such coverage and payments shall cease upon the expiration of thirty-six (36) full calendar months from the Date of Termination. (b) Notwithstanding the foregoing, to the extent required to avoid penalties under Section 409A 280G of the Code, the cash severance payable then benefits under Section 3 of this Agreement shall be delayed until reduced (but not to less than zero) to the first day extent necessary (as determined by Employer in its sole and absolute discretion) so as to maximize payments to Employee without causing any amount to become nondeductible. The Employer’s determination of the seventh month following application of this Section 9(d) shall be binding on Employee, absent clear and manifest error. Any reduction made pursuant to this Section 9(d) shall be applied first to amounts that are not “nonqualified deferred compensation” subject to Section 409A, until those payments are reduced to zero, and then to all other amounts in reverse chronological order of the Executive’s Date date on which such amounts would otherwise have been paid, in compliance with the requirements of TerminationSection 409A. (d) Notwithstanding any other provision of this Agreement to the contrary, any payments made to Employee pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. § 1828(k) and any regulations promulgated thereunder, including 12 C.F.R. Part 359. (ce) For purposes of this Agreement, a “termination of employment” shall mean a “Separation from Service” as defined in Section 409A of the Code and the regulations promulgated thereunder, such that the Employers and the Executive reasonably anticipate that the level of bona fide services the Executive would perform after a termination of employment would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding thirty-six (36) month period.:

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during by the term termination of Executive's employment in accordance with the provisions of Section 2 of this Agreement by the involuntary termination of the Executive’s employment (other than for Termination for Cause or death), or by the Executive for Good ReasonAgreement, the Employers shall: (i) Bank shall be obligated to pay the Executive, or in the event of his Executive's subsequent death, his Executive's beneficiary or beneficiaries, or his Executive's estate, as the case may be, a lump sum payment within thirty (30) days of the Date of Termination an amount equal to three two and one-half (32-1/2) times the greater of (i) Executive’s 's average annual compensation (including compensation attributable to the exercise of stock options) for the five most recent recently completed taxable years that of Executive or (ii) the Executive has been employed by highest annual compensation (excluding compensation attributable to the Employers or such lesser number exercise of stock options) for any of the five most recently completed taxable years of Executive. Except as provided for in the event that the Executive shall have been employed by the Employers preceding sentence, for less than five years. For purposes of this purposeSection 3(a), annual compensation shall include base salary and any other taxable income, including, including but not limited to, to amounts related to the granting, vesting or exercise of restricted stock or stock option awards, commissions, bonuses, pension and profit sharing plan contributions or benefits (whether or not taxable), severance payments, retirement benefits, director or committee fees and fringe benefits paid or to be paid to the Executive or paid for the Executive’s 's benefit during any such year; and (ii) cause , as well as pension, profit sharing, employee stock ownership plan and other retirement contributions or benefits, including to be continued life insurance and any tax-qualified or non-taxable medicaltax-qualified plan or agreement (whether or not taxable) made or accrued on behalf of Executive for such year. In addition, dental and disability coverage substantially identical to for purposes of determining his vested accrued benefit, Executive shall be credited either under the coverage defined benefit pension plan maintained by the Employers Bank or, if not permitted under such plan, under a separate arrangement, with the additional "years of service" that he would have earned for vesting and benefit accrual purposes for the Executive remaining term of the Agreement had his employment not terminated. At the election of Executive, which election is to be made prior to his Date or within thirty (30) days of Termination, except to the extent such coverage may be changed in its application to all employees on a nondiscriminatory basis. Such coverage and payments shall cease upon the expiration of thirty-six (36) full calendar months from the Date of Termination. Termination on or following a Change in Control, such payment may be made in a lump sum (bwithout discount for early payment) Notwithstanding on or immediately following the foregoingDate of Termination (which may be the date a Change in Control occurs) or paid in equal monthly installments during the thirty (30) months following Executive's termination. In the event that no election is made, payment to Executive will be made on a monthly basis during the extent required to avoid penalties under Section 409A remaining thirty (30) month term of the Code, Agreement. Such payments shall not be reduced in the cash severance payable under Section 3 of this Agreement shall be delayed until the first day of the seventh month following the event Executive’s Date of Termination. (c) For purposes of this Agreement, a “termination of employment” shall mean a “Separation from Service” as defined in Section 409A of the Code and the regulations promulgated thereunder, such that the Employers and the Executive reasonably anticipate that the level of bona fide services the Executive would perform after a termination of employment would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding thirty-six (36) month period.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the involuntary termination of the Executive’s employment (other than for Termination for Cause or death), or by in accordance with the Executive for Good Reasonprovisions of Section 2 of this Agreement, the Employers shall: (i) Bank shall be obligated to pay the Executive, or in the event of his Executive’s subsequent death, his Executive’s beneficiary or beneficiaries, or his Executive’s estate, as the case may be, a lump sum payment within thirty (30) days of the Date of Termination an amount equal to three two (32) times the Executive’s average annual compensation for the five most recent recently completed taxable years that the Executive has been employed by the Employers or such lesser number of years in the event that the Executive shall have been employed by the Employers for less than five yearsExecutive. For purposes of this purposeSubsection 3(a), annual compensation shall include base salary and any other taxable income, including, including but not limited to, to amounts related to the granting, vesting or exercise of restricted stock or stock option awards, commissions, bonuses, pension and profit sharing plan contributions or benefits (whether or not taxable), severance payments, retirement benefits, director or committee fees and fringe benefits paid or to be paid to the Executive or paid for the Executive’s benefit during any such year; and, as well as profit sharing, employee stock ownership plan and other retirement contributions or benefits (other than defined benefit pension benefits), including any tax-qualified or non-tax-qualified plan or agreement (whether or not taxable) made or accrued on behalf of Executive for such year. In addition, for purposes of determining his vested accrued benefit, Executive shall be credited either under the defined benefit pension plan maintained by the Bank or, if not permitted under such plan, under a separate arrangement, with the additional “years of service” that he would have earned for vesting and benefit accrual purposes for the remaining term of the Agreement had his employment not terminated. At the election of Executive, which election is to be made prior to or within thirty (30) days of the Date of Termination on or following a Change in Control, such payment may be made in a lump sum (without discount for early payment) on or immediately following the Date of Termination (which may be the date a Change in Control occurs) or paid in equal monthly installments during the twenty-four (24) months following Executive’s termination. In the event that no election is made, payment to Executive will be made on a monthly basis during the remaining twenty-four (24) month term of the Agreement. Such payments shall not be reduced in the event Executive obtains other employment following termination of employment. However, in the event the Bank is not in compliance with its minimum capital requirements or if such payments pursuant to this Section 3 would cause the Bank’s capital to be reduced below its minimum regulatory capital requirements, such payments shall be deferred until such time as the Bank or successor thereto is in capital compliance. (iib) Upon the occurrence of a Change in Control and Executive’s termination of employment in accordance with the provisions of Section 2 of this Agreement, the Bank will cause to be continued life insurance and non-taxable any life, medical, dental health and disability coverage or dental insurance plan or arrangement in which Executive participates (each being a “Welfare Benefit Plan”) substantially identical to the benefit coverage maintained by the Employers Bank for the Executive and any of his dependents covered under such plans prior to his Date of Termination, except to the extent such coverage may be changed Change in its application to all employees on a nondiscriminatory basisControl. Such coverage and payments shall cease upon the expiration of thirty-six (36) full calendar months from following the Date of Termination. (b) Notwithstanding . In the foregoing, to the extent required to avoid penalties under Section 409A of the Codeevent Executive’s or Executive’s covered dependent’s participation in any such plan or program is barred, the cash severance payable Holding Company shall arrange to provide Executive and his dependents with benefits coverage substantially similar to those which Executive and his dependents would otherwise have been entitled to receive under Section 3 such plans and programs by operation of this Agreement shall be delayed until the first day of the seventh month following the provision or provide their economic equivalent to Executive and Executive’s Date of Terminationdependents. (c) For purposes of this Agreement, a “termination of employment” shall mean a “Separation from Service” as defined in Section 409A of the Code and the regulations promulgated thereunder, such that the Employers and the Executive reasonably anticipate that the level of bona fide services the Executive would perform after a termination of employment would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding thirty-six (36) month period.

Termination Benefits. In addition to the benefits described under the Agreement that survive the termination of the Agreement, the following benefits will be paid on account of the termination of the Agreement for the following reasons: (a) Upon the occurrence of a Change in Control, followed at any time during the term termination of this Agreement by the involuntary termination of the Executive’s employment (other than for Termination Company for Cause or deathpursuant to Section 2(a)(i), or by the Executive for other than Good ReasonReason or upon the Executive’s death, the Employers shallCompany shall pay to Executive immediately after the date of termination an amount equal to the sum of Executive’s accrued base salary and any bonus amount earned but not yet paid; (b) Upon termination of this Agreement (x) by the Company for other than Cause or (y) by the Executive for Good Reason or disability, Executive shall be entitled to: (i) the Company shall pay the Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, to Executive or his estatebeneficiaries, as the case may be, a lump sum payment within thirty (30) days of immediately after the Date of Termination an amount which is equal to three (3) times the Executive’s average annual compensation base salary for twenty-four (24) months; (ii) the Company shall pay for the five most recent taxable years Executive in the event of disability (after termination of the Agreement under this section), medical insurance during the period the Executive’s spouse (and children), or the Executive, as the case may be, is eligible to receive benefits under COBRA; (iii) the Company shall fully vest any stock options or restricted stock previously granted to the Executive; and (iv) the Executive (or his spouse, in the event of his permanent disability that affects his ability to so elect) shall have the right to require the Company to purchase from the Executive a number of shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”), owned by the Executive or by any entity in which the Executive has been employed by an equity or ownership interest, worth up to $3,000,000. Such Common Stock shall be valued as of the Employers close of business on the day prior to the date the Executive or his spouse delivers a notice to the Company in writing (a “Put Notice”) of his decision to require the Company to purchase such lesser number of years Common Stock. The Executive or his spouse (in the event of his disability) shall have up to 21 days following the termination of this Agreement to deliver the Put Notice to the Company. Subject to the fifth sentence of this paragraph, within 30 days of receiving the Put Notice, the Company shall pay Executive or his spouse the proceeds from the purchase of the shares of Common Stock specified in the Put Notice, up to a maximum of $3,000,000. To the extent Xxxxxx Xxxxx or Xxxxx Xxxxx (each, a “Co-Executive”) delivers a Put Notice at the same time as Executive, the Company shall have the right to pay the funds due hereunder over two years (in the case of delivery of a Put Notice by a single Co-Executive), or three years (in the case of delivery of a Put Notice by both Co-Executives), in equal amounts each year pro rata among the Executive and any Co-Executive based on the number of shares of Common Stock specified in each Put Notice; provided, however, that the Company shall not have such right to delay the payment of such funds in any succeeding year or years if the Company elects to sell the shares of Common Stock as set forth in the succeeding sentence. In lieu of a cash payment, the Company shall have the option of causing the shares specified in a Put Notice to be sold, as promptly as is reasonably practicable, pursuant to a registration statement filed by the Company under the Securities Act of 1933, as amended (the “Securities Act”), in which the shares shall be included, or pursuant to an exemption from the registration requirements of the Securities Act, in either case with the funds being remitted to the Executive on the close of such sale (provided, further, that (x) the Executive shall receive at least $3,000,000 from such sale and (y) any sale pursuant to a registration statement shall not count as a “Demand Registration” pursuant to that certain Registration Rights Agreement (the “Registration Rights Agreement”), dated as of the date hereof, by and among the Company, RGGPLS Holding, Inc., a Florida corporation (“RGGPLS”), GRH Holdings, L.L.C., a Florida limited liability company, and Becton, Xxxxxxxxx and Company, a New Jersey corporation). The Company agrees and acknowledges that the Executive shall have been employed by the Employers for less than five years. For this purpose, annual compensation shall include base salary and any other taxable income, including, but not limited to, amounts related right to require the Company to purchase shares of Common Stock from him hereunder without regard to the granting, vesting or exercise of restricted stock or stock option awards, commissions, bonuses, pension and profit sharing plan contributions or benefits (whether or not taxable), severance payments, retirement benefits, and fringe benefits paid or to be paid to the Executive or paid for the Executive’s benefit during any such year; and (ii) cause to be continued life insurance and non-taxable medical, dental and disability coverage substantially identical to the coverage maintained by the Employers for the Executive prior to his Date of Termination, except to the extent such coverage may be changed limitations set forth in its application to all employees on a nondiscriminatory basis. Such coverage and payments shall cease upon the expiration of thirty-six (36) full calendar months from the Date of Termination. (b) Notwithstanding the foregoing, to the extent required to avoid penalties under Section 409A 2.4 of the Code, the cash severance payable under Section 3 of this Agreement shall be delayed until the first day of the seventh month following the Executive’s Date of TerminationRegistration Rights Agreement. (c) For purposes of this Agreement, a “termination of employmentChange in Control” shall mean a “Separation from Service” as defined in Section 409A means any of the Code and the regulations promulgated thereunder, such that the Employers and the Executive reasonably anticipate that the level of bona fide services the Executive would perform after a termination of employment would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding thirty-six (36) month period.following events:

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the involuntary termination of the Executive’s 's employment (other than for Termination for Cause or deathCause), or voluntary termination during the term of this Agreement following any demotion, loss of title, office or significant authority, material reduction in her annual compensation or benefits, or relocation of her principal place of employment by more than twenty-five (25) miles from its location immediately prior to the Change in Control (unless Executive for Good Reasonso consents), the Employers shall: (i) Holding Company shall be obligated to pay the Executive, or in the event of his her subsequent death, his her beneficiary or beneficiaries, or his her estate, as the case may be, a lump sum payment within thirty (30) days of the Date of Termination an amount equal to three (3) times the Executive’s 's average annual compensation for the five most recent taxable years that the Executive has been employed by the Employers Holding Company or such lesser number of years in the event that the Executive shall have been employed by the Employers Holding Company for less than five years. For this purpose, such annual compensation shall include base salary and any other taxable income, including, including but not limited to, to amounts related to the granting, vesting or exercise of restricted stock or stock option awards, commissions, bonuses, pension and profit sharing plan contributions or benefits (whether or not taxable), severance payments, retirement benefits, and fringe benefits paid or to be paid to the Executive or paid for the Executive’s 's benefit during any such year; and. At the election of Executive which election is to be made prior to a Change in Control, such payment shall be made in a lump sum or on an annual basis in approximately equal installments over a three (3) year period. (iib) Upon the occurrence of a Change in Control of the Institution or the Holding Company followed at any time during the term of this Agreement by Executive's voluntary or involuntary termination of employment in accordance with paragraph (a) of this Section 3, other than for Termination for Cause, the Holding Company shall cause to be continued life insurance and non-taxable medicallife, dental medical and disability coverage substantially identical to the coverage maintained by the Employers Institution or Holding Company for the Executive prior to his Date of Terminationher severance, except to the extent such coverage may be changed in its application to all Institution or Holding Company employees on a nondiscriminatory basis. Such coverage and payments shall cease upon the expiration of thirty-six (36) full calendar months from the Date of Termination. (bc) Notwithstanding the foregoing, to the extent required to avoid penalties under Section 409A of the Code, the cash severance payable under Section 3 preceding paragraphs of this Agreement shall be delayed until Section 3, in the first day of the seventh month following the Executive’s Date of Termination.event that: (ci) For purposes of this Agreementthe aggregate payments or benefits to be made or afforded to Executive, a “termination of employment” shall mean a “Separation from Service” which are deemed to be parachute payments as defined in Section 409A 280G of the Internal Revenue Code of 1986, as amended (the "Code"), or any successor thereof (the "Termination Benefits"), would be deemed to include an "excess parachute payment" under Section 280G of the Code; and (ii) if such Termination Benefits were reduced to an amount (the "Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount," as determined in accordance with said Section 280G and the Non-Triggering Amount less the product of the marginal rate of any applicable state and federal income tax and the Non-Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus (i) the amount of tax required to be paid by the Executive thereon by Section 4999 of the Code and further minus (ii) the regulations promulgated thereunder, such that product of the Employers Termination Benefits and the Executive reasonably anticipate that marginal rate of any applicable state and federal income tax, then the level of bona fide services Termination Benefits shall be reduced to the Executive would perform after a termination of employment would permanently decrease to a level that is less than 50% Non-Triggering Amount. The allocation of the average level of bona fide services performed (whether as an employee or as an independent contractor) over reduction required hereby among the immediately preceding thirty-six (36) month periodTermination Benefits shall be determined by the Executive.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the involuntary termination of the Executive’s employment (other than for Termination for Cause or death), or by the Executive for Good Reason, the Employers shall: (i) pay the Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a lump sum payment within thirty (30) days of the Date of Termination an amount equal to three (3) times the Executive’s average annual compensation for the five most recent taxable years that the Executive has been employed by the Employers or such lesser number of years in the event that the Executive shall have been employed by the Employers for less than five years. For this purpose, annual compensation shall include base salary and any other taxable income, including, but not limited to, amounts related to the granting, vesting or exercise of restricted stock or stock option awards, commissions, bonuses, pension and profit sharing plan contributions or benefits (whether or not taxable), severance payments, retirement benefits, and fringe benefits paid or to be paid to the Executive or paid for the Executive’s benefit during any such year; and (ii) cause to be continued life insurance and non-taxable medical, dental and disability coverage substantially identical to the coverage maintained by the Employers for the Executive prior to his Date of Termination, except to the extent such coverage may be changed in its application to all employees on a nondiscriminatory basis. Such coverage and payments shall cease upon the expiration of thirty-six (36) full calendar months from the Date of Termination. Notwithstanding the foregoing, in the event that the provision of non-taxable medical and/or dental coverage would subject the Employer, or its successor, to excise taxes under Section 4980D of the Internal Revenue Code of 1986 (“Code”) or other applicable Code Section, then, in lieu of such non-taxable coverage, the Employer shall provide Executive with a cash lump sum payment within thirty (30) days of the Date of Termination in an amount reasonably estimated to be equivalent to the value of the insurance premiums that otherwise would be provided to Executive. (b) Notwithstanding the foregoing, to the extent required to avoid penalties under Section 409A of the Code, the cash severance payable under Section 3 of this Agreement shall be delayed until the first day of the seventh month following the Executive’s Date of Termination. Also, there shall be no duplication in benefits to Executive under this Agreement and under any separate Severance Agreement between the Executive and the Employers. In the event of Executive’s termination following a Change in Control under circumstances which would entitle Executive to a payment under this Section 3, Executive shall not be entitled to a separate payment from the Employers under any separate Severance Agreement. (c) For purposes of this Agreement, a “termination of employment” shall mean a “Separation from Service” as defined in Section 409A of the Code and the regulations promulgated thereunder, such that the Employers and the Executive reasonably anticipate that the level of bona fide services the Executive would perform after a termination of employment would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding thirty-six (36) month period. (d) Notwithstanding the provisions of this Section 3, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the “Termination Benefits”) constitute an “excess parachute payment” under Section 280G of the Code, as amended, or any successor thereto, and in order to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount (the “Non-Triggering Amount”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive’s “base amount,” as determined in accordance with said Section 280G. The allocation of the reduction required hereby among the Termination Benefits shall be determined by Executive.

Termination Benefits. (a) Upon the occurrence of If, in connection with or within two (2) years after a Change in Control, followed at any time during the term Executive resigns for Good Reason (in accordance with Section 2(a) of this Agreement by Agreement), or if the involuntary termination of the Bank involuntarily terminates Executive’s employment (for a reason other than for Termination for Cause or death)Cause, or by the Executive for Good Reason, the Employers shall: (i) pay the Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, shall receive: a lump sum cash payment within thirty (30) days of the Date of Termination an amount equal to three one and one-half (31.5) times the Executive’s average annual compensation for “Base Amount” as defined in Section 280G of the five most recent taxable years that Internal Revenue Code, subject to applicable withholding taxes, payable in a single lump sum payment on the effective date of or within ten (10) calendar days following the Change in Control; and the Bank will continue to provide Executive has been employed by the Employers or such lesser number of years in the event that the Executive shall have been employed by the Employers for less than five years. For this purpose, annual compensation shall include base salary and any other taxable income, including, but not limited to, amounts related to the granting, vesting or exercise of restricted stock or stock option awards, commissions, bonuses, pension and profit sharing plan contributions or benefits (whether or not taxable), severance payments, retirement benefits, and fringe benefits paid or to be paid to the Executive or paid for the Executive’s benefit during any such year; and (ii) cause to be continued dependents with life insurance and insurance, non-taxable medical, vision, and dental and disability coverage substantially identical comparable (and on substantially the same terms and conditions) to the coverage maintained by the Employers Bank for the Executive prior to his Date Executive’s termination of Termination, except to the extent such coverage may be changed in its application to all employees on a nondiscriminatory basisemployment. Such coverage and payments shall cease upon the expiration of thirty-six eighteen (3618) full calendar months from after Executive’s termination. Notwithstanding anything herein to the Date contrary, if as the result of Termination. any change in, or interpretation of, the laws applicable to the payments or provisions of benefits hereunder, such payments or provisions are deemed illegal or subject to excise taxes or penalties, then the Bank shall, to the extent permitted under such laws, pay to the Executive a cash lump sum payment reasonably estimated to be equal to the amount of benefits (bor the remainder of such amount) Notwithstanding that Executive is no longer permitted to receive in kind. Such lump sum payment shall be required to be made within ten (10) days following Executive’s termination of employment or the foregoingdetermination that the payment or provision of such benefits would subject the Bank to excise taxes or penalties, whichever is later. If the Executive is a “Specified Employee,” as defined in Treasury Regulation 1.409A-1(i), then, solely to the extent required to avoid penalties under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the cash severance payable payments under this Section 3 of this Agreement shall be delayed until the first day of the seventh month following the Executive’s Date date of Termination. (c) termination. For purposes of this Agreement, a “termination of employment” shall mean a “Separation from Service” as defined in Section 409A of the Code and the regulations promulgated thereunder, such that the Employers Employer and the Executive reasonably anticipate that the level of bona fide services the Executive would perform after a termination of employment would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding thirty-six (36) month period. (b) Notwithstanding the preceding provisions of this Section 3, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the “Termination Benefits”) constitute an “excess parachute payment” under Section 280G of the Code or any successor thereto, and to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount (the “Non-Triggering Amount”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive’s “base amount,” as determined in accordance with said Section 280G.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the voluntary or involuntary termination of the Executive’s employment ('s employment, other than for Termination for Cause or death), or by the Executive for Good ReasonCause, the Employers shall: (i) Bank and the Company shall pay the Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to his then current annual salary. At the election of the Executive such payment may be made in a lump sum payment within thirty or paid in equal monthly installments during the twelve (3012) days of the Date of Termination an amount equal to three (3) times months following the Executive’s average annual compensation for the five most recent taxable years that the Executive has been employed by the Employers or such lesser number of years in 's termination. In the event that the Executive shall have been employed by the Employers for less than five years. For this purposeno election is made, annual compensation shall include base salary and any other taxable income, including, but not limited to, amounts related to the granting, vesting or exercise of restricted stock or stock option awards, commissions, bonuses, pension and profit sharing plan contributions or benefits (whether or not taxable), severance payments, retirement benefits, and fringe benefits paid or to be paid payment to the Executive will be in equal monthly installments. (b) Upon the occurrence of a Change in Control of the Bank or paid for the Holding Company followed at any time during the term of this Agreement by the Executive’s benefit during any such year; and (ii) 's voluntary or involuntary termination of employment, other than for Termination for Cause, the Bank shall cause to be continued life insurance and non-taxable life, medical, dental and disability coverage substantially identical to the coverage maintained by the Employers Bank for the Executive prior to his Date of Terminationseverance, except to the extent such coverage may be changed in its application to all employees on a nondiscriminatory basisBank employees. The Executive shall continue to be eligible to participate in all Employer Benefit Plans, Stock Option Plan and Stock Benefits Plan of the Bank, and Bancshares. Such coverage and payments shall cease upon the expiration of thirty-six twelve (3612) full calendar months from the Date of Termination. (b) Notwithstanding the foregoing, to the extent required to avoid penalties under Section 409A of the Code, the cash severance payable under Section 3 of this Agreement shall be delayed until the first day of the seventh month following the Executive’s Date of Terminationmonths. (c) For purposes At the effective date of this Agreement, a “termination of employment” and annually on each anniversary, Executive shall mean a “Separation from Service” as defined make the election referred to in Section 409A 4(a) hereof with respect to whether the amounts payable under said Section 4(a) shall be paid in a lump sum or on a monthly basis. Such election shall be irrevocable for the year for which such election is made and shall continue in effect until the executive has made his next annual election. (d) Notwithstanding the preceding paragraphs of this Section 4, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") constitute an "excess parachute payment" under Section 280G of the Code or any successor thereto, and in order to avoid such a result Termination Benefits will be reduced, if necessary, to an amount (the regulations promulgated thereunder"Non-Triggering Amount"), such that the Employers and the Executive reasonably anticipate that the level value of bona fide services the Executive would perform after a termination of employment would permanently decrease to a level that which is one dollar ($1.00) less than 50% an amount equal to three (3) times Executive's "base amount", as determined in accordance with said Section 280G. The allocation of the average level reduction required hereby among the Termination Benefits provided by the preceding paragraphs of bona fide services performed (whether as an employee or as an independent contractor) over this Section 4 shall be determined by the immediately preceding thirty-six (36) month periodExecutive.

Termination Benefits. (a) Upon the occurrence of If, in connection with or within two (2) years after a Change in Control, followed at any time during the term Executive resigns for Good Reason (in accordance with Section 2(a) of this Agreement by Agreement), or if the involuntary termination of the Bank involuntarily terminates Executive’s employment (for a reason other than for Termination for Cause or death)Cause, or by the Executive for Good Reason, the Employers shallshall receive: (i) pay the Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a lump sum cash payment within thirty (30) days of the Date of Termination an amount equal to three one and one-half (31.5) times the Executive’s average annual compensation for “Base Amount” as defined in Section 280G of the five most recent taxable years that Internal Revenue Code, subject to applicable withholding taxes, payable in a single lump sum payment on the Executive has been employed by effective date of or within ten (10) calendar days following the Employers or such lesser number of years Change in the event that the Executive shall have been employed by the Employers for less than five years. For this purpose, annual compensation shall include base salary and any other taxable income, including, but not limited to, amounts related to the granting, vesting or exercise of restricted stock or stock option awards, commissions, bonuses, pension and profit sharing plan contributions or benefits (whether or not taxable), severance payments, retirement benefits, and fringe benefits paid or to be paid to the Executive or paid for the Executive’s benefit during any such yearControl; and (ii) cause the Bank will continue to be continued provide Executive and the Executive’s dependents with life insurance and insurance, non-taxable medical, vision, and dental and disability coverage substantially identical comparable (and on substantially the same terms and conditions) to the coverage maintained by the Employers Bank for the Executive prior to his Date Executive’s termination of Termination, except to the extent such coverage may be changed in its application to all employees on a nondiscriminatory basisemployment. Such coverage and payments shall cease upon the expiration of thirty-six eighteen (3618) full calendar months from after Executive’s termination. Notwithstanding anything herein to the Date contrary, if as the result of Terminationany change in, or interpretation of, the laws applicable to the payments or provisions of benefits hereunder, such payments or provisions are deemed illegal or subject to excise taxes or penalties, then the Bank shall, to the extent permitted under such laws, pay to the Executive a cash lump sum payment reasonably estimated to be equal to the amount of benefits (or the remainder of such amount) that Executive is no longer permitted to receive in kind. Such lump sum payment shall be required to be made within ten (10) days following Executive’s termination of employment or the determination that the payment or provision of such benefits would subject the Bank to excise taxes or penalties, whichever is later. (biii) Notwithstanding If the foregoingExecutive is a “Specified Employee,” as defined in Treasury Regulation 1.409A-1(i), then, solely to the extent required to avoid penalties under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the cash severance payable payments under this Section 3 of this Agreement shall be delayed until the first day of the seventh month following the Executive’s Date date of Terminationtermination. (civ) For purposes of this Agreement, a “termination of employment” shall mean a “Separation from Service” as defined in Section 409A of the Code and the regulations promulgated thereunder, such that the Employers Employer and the Executive reasonably anticipate that the level of bona fide services the Executive would perform after a termination of employment would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding thirty-six (36) month period. (b) Notwithstanding the preceding provisions of this Section 3, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the “Termination Benefits”) constitute an “excess parachute payment” under Section 280G of the Code or any successor thereto, and to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount (the “Non-Triggering Amount”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive’s “base amount,” as determined in accordance with said Section 280G.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the voluntary or involuntary termination of the Executive’s employment ('s employment, other than for Termination for Cause or death), or by the Executive for Good ReasonCause, the Employers shall: (i) Institution shall be obligated to pay the Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a lump sum payment within thirty (30) days of the Date of Termination an amount equal to three _________ (3___) times the Executive’s 's average annual compensation for the five most recent taxable years that the Executive has been employed by the Employers Institution or such lesser number of years in the event that the Executive shall have been employed by the Employers Institution for less than five years. For this purpose, Such annual compensation shall include base salary and any other taxable income, including, but not limited to, amounts related to the granting, vesting or exercise of restricted stock or stock option awardssalary, commissions, bonuses, any other cash compensation, contributions or accruals on behalf of Executive to any pension and profit sharing plan contributions plan, benefits received or benefits (whether or not taxable)to be received under any stock-based benefit plan, severance payments, retirement benefits, director or committee fees and fringe benefits paid or to be paid to the Executive during such years. At the election of Executive which election is to be made prior to a Change in Control, such payment shall be made: (a) in a lump sum, (b) on a bi-weekly basis in approximately equal installments over a period of _____________(___) months, or paid for the Executive’s benefit during any such year; and(c) on an annual basis in approximately equal installments over a period of _____________(___) months. (iib) Upon the occurrence of a Change in Control of the Institution or the Holding Company followed at any time during the term of this Agreement by Executive's voluntary or involuntary termination of employment, other than for Termination for Cause, the Institution shall cause to be continued life insurance and non-taxable medicallife, dental medical and disability coverage substantially identical to the coverage maintained by the Employers Institution or Holding Company for the Executive prior to his Date of Terminationseverance, except to the extent such coverage may be changed in its application to all Institution or Holding Company employees on a nondiscriminatory basis. Such coverage and payments shall cease upon the expiration of thirty-six __________________(36___) full calendar months from the Date of Termination. (bc) Notwithstanding the foregoing, to the extent required to avoid penalties under Section 409A of the Code, the cash severance payable under Section 3 preceding paragraphs of this Agreement shall be delayed until Section 3, in the first day of the seventh month following the Executive’s Date of Termination.event that: (ci) For purposes of this Agreementthe aggregate payments or benefits to be made or afforded to Executive, a “termination of employment” shall mean a “Separation from Service” which are deemed to be parachute payments as defined in Section 409A 280G of the Internal Revenue Code of 1986, as amended (the "Code"), or any successor thereof (the "Termination Benefits"), would be deemed to include an "excess parachute payment" under Section 280G of the Code; and (ii) if such Termination Benefits were reduced to an amount (the "Non- Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount," as determined in accordance with said Section 280G and the Non- Triggering Amount less the product of the marginal rate of any applicable state and federal income tax and the Non-Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus (i) the amount of tax required to be paid by the Executive thereon by Section 4999 of the Code and further minus (ii) the regulations promulgated thereunder, such that product of the Employers Termination Benefits and the Executive reasonably anticipate that marginal rate of any applicable state and federal income tax, then the level of bona fide services Termination Benefits shall be reduced to the Executive would perform after a termination of employment would permanently decrease to a level that is less than 50% Non-Triggering Amount. The allocation of the average level of bona fide services performed (whether as an employee or as an independent contractor) over reduction required hereby among the immediately preceding thirty-six (36) month periodTermination Benefits shall be determined by the Executive.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement Subject to Executive abiding by the involuntary termination of the Executive’s employment (other than for Termination for Cause or death), or by the Executive for Good Reason, the Employers shall: (i) pay the Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a lump sum payment within thirty (30) days of the Date of Termination an amount equal to three (3) times the Executive’s average annual compensation for the five most recent taxable years that the Executive has been employed by the Employers or such lesser number of years in the event that the Executive shall have been employed by the Employers for less than five years. For this purpose, annual compensation shall include base salary and any other taxable income, including, but not limited to, amounts related to the granting, vesting or exercise of restricted stock or stock option awards, commissions, bonuses, pension and profit sharing plan contributions or benefits (whether or not taxable), severance payments, retirement benefits, and fringe benefits paid or to be paid to the Executive or paid for the Executive’s benefit during any such year; and (ii) cause to be continued life insurance and non-taxable medical, dental and disability coverage substantially identical to the coverage maintained by the Employers for the Executive prior to his Date of Termination, except to the extent such coverage may be changed in its application to all employees on a nondiscriminatory basis. Such coverage and payments shall cease upon the expiration of thirty-six (36) full calendar months from the Date of Termination. (b) Notwithstanding the foregoing, to the extent required to avoid penalties under Section 409A of the Code, the cash severance payable under Section 3 of this Agreement shall be delayed until the first day of the seventh month following the Executive’s Date of Termination. (c) For purposes terms of this Agreement, his satisfactory transition of non-PDI responsibilities to other KV employees which has been agreed to by the CEO, and in consideration of Executive’s release of claims and Executive’s other covenants and agreements contained herein, Executive shall be entitled to the following benefits: a. In the event the Transaction closes by May 30, 2010, the Company shall pay Executive a “termination bonus equal to 26 weeks of employment” his final annual salary, payable in two equal installments. The initial installment shall mean a “be paid on the Separation from Service” Date and the second installment shall be paid on the date six months following the Separation Date. In addition, Executive shall be paid 26 weeks of his final annual salary on KV’s regularly scheduled paydays in accordance with KV’s regular pay practice which are that Executive will be paid every two weeks for 26 weeks. b. The Company shall pay Executive the additional sum of Forty Thousand Dollars ($40,000.00), representing the Retention Bonus to which Executive would have become entitled had his employment continued. It shall be payable on 30th day of June 2010, and upon the condition that the Executive satisfactorily performs his duties until the Separation Date; the approval for payment of this sum shall not be unreasonably withheld; c. Except as defined set forth in Section 409A this Agreement, and with respect to any benefits or rights under any of the Code and Company’s “employee benefit plans” within the regulations promulgated thereunder, such that the Employers and the Executive reasonably anticipate that the level meaning of bona fide services the Executive would perform after a termination of employment would permanently decrease to a level that is less than 50% Section 3(3) of the average level Employee Retirement Income Security Act of bona fide services performed 1974, as amended (whether as an employee “ERISA”), Executive acknowledges and agrees that he is not entitled to receive any other compensation or as an independent contractor) over benefits of any sort from the immediately preceding thirtyCompany or any of its plans, direct or indirect subsidiaries, or other entities controlled by the Company, including, without limitation, salary, vacation, bonuses, annual incentives, stock options, short-six (36) month periodterm or long-term disability benefits.

Termination Benefits. (a) Upon the occurrence of If, in connection with or within two (2) years after a Change in Control, followed at any time during the term Executive resigns for Good Reason (in accordance with Section 2(a) of this Agreement by Agreement), or if the involuntary termination of the Company involuntarily terminates Executive’s employment (for a reason other than for Termination for Cause or death)Cause, or by the Executive for Good Reason, the Employers shallshall receive: (i) pay the Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a lump sum cash payment within thirty (30) days of the Date of Termination an amount equal to three one and one-half (31.5) times the Executive’s average annual compensation for “Base Amount” as defined in Section 280G of the five most recent taxable years that Internal Revenue Code, subject to applicable withholding taxes, payable in a single lump sum payment on the Executive has been employed by effective date of or within ten (10) calendar days following the Employers or such lesser number of years Change in the event that the Executive shall have been employed by the Employers for less than five years. For this purpose, annual compensation shall include base salary and any other taxable income, including, but not limited to, amounts related to the granting, vesting or exercise of restricted stock or stock option awards, commissions, bonuses, pension and profit sharing plan contributions or benefits (whether or not taxable), severance payments, retirement benefits, and fringe benefits paid or to be paid to the Executive or paid for the Executive’s benefit during any such yearControl; and (ii) cause the Company will continue to be continued provide Executive and the Executive’s dependents with life insurance and insurance, non-taxable medical, vision, and dental and disability coverage substantially identical comparable (and on substantially the same terms and conditions) to the coverage maintained by the Employers Company for the Executive prior to his Date Executive’s termination of Termination, except to the extent such coverage may be changed in its application to all employees on a nondiscriminatory basisemployment. Such coverage and payments shall cease upon the expiration of thirty-six eighteen (3618) full calendar months from after Executive’s termination. Notwithstanding anything herein to the Date contrary, if as the result of Terminationany change in, or interpretation of, the laws applicable to the payments or provisions of benefits hereunder, such payments or provisions are deemed illegal or subject to excise taxes or penalties, then the Company shall, to the extent permitted under such laws, pay to the Executive a cash lump sum payment reasonably estimated to be equal to the amount of benefits (or the remainder of such amount) that Executive is no longer permitted to receive in kind. Such lump sum payment shall be required to be made within ten (10) days following Executive’s termination of employment or the determination that the payment or provision of such benefits would subject the Company to excise taxes or penalties, whichever is later. (biii) Notwithstanding If the foregoingExecutive is a “Specified Employee,” as defined in Treasury Regulation 1.409A-1(i), then, solely to the extent required to avoid penalties under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the cash severance payable payments under this Section 3 of this Agreement shall be delayed until the first day of the seventh month following the Executive’s Date date of Terminationtermination. (civ) For purposes of this Agreement, a “termination of employment” shall mean a “Separation from Service” as defined in Section 409A of the Code and the regulations promulgated thereunder, such that the Employers Employer and the Executive reasonably anticipate that the level of bona fide services the Executive would perform after a termination of employment would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding thirty-six (36) month period. (b) Notwithstanding the preceding provisions of this Section 3, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the “Termination Benefits”) constitute an “excess parachute payment” under Section 280G of the Code or any successor thereto, and to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount (the “Non-Triggering Amount”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive’s “base amount,” as determined in accordance with said Section 280G.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the involuntary termination of the Executive’s 's employment with the Company for any reason set forth in subsection (other than for Termination for Cause or deatha), or by the Company shall provide the Executive (or, in the case of his death, his estate or other legal representative) benefits due him under the Company's benefits plans and policies for Good Reasonhis services rendered to the Company prior to the date of such termination (according to the terms of such plans and policies), and the Employers shall:Company shall pay the Executive not later than 90 days after such termination, in a lump sum, all Base Salary earned through the date of such termination. The Executive shall be entitled to the payments and benefits described below only as each is applicable to such termination of employment. (i) pay In the event of a termination as a result of the Executive's death, and in addition to any other death benefits payable under the Company's benefit plans or policies, (A) for so long as the Executive's surviving spouse is receiving any Base Salary payment under clause (B) below, the Executive's eligible family dependents (collectively, (ii) In the event of a termination as a result of the Executive's Permanent Disability, for a period of two years after the date of such termination of the Executive's employment, (A) the Executive and/or his Family shall be entitled to receive and participate in the Welfare Benefits in addition to any continuation coverage which the Executive and/or his Family is entitled to elect under Section 4980B of the Code; and (B) the Executive shall be paid (x) one-half of the Base Salary in effect at such date of termination, payable in monthly installments, and (y) one-half of the Annual Bonus that would be payable under section 3(b) for such period, payable as and when annual incentive bonuses with respect to such period are paid by the Company to other senior executives of the Company generally. (iii) In the event of a "Termination without Cause" under subsection (a)(iii), (A) the Executive and/or his Family shall be entitled until the earlier of (x) the (iv) In the event of a termination for Cause under subsection (a)(iv) and in the event of his subsequent deatha Voluntary Termination under subsection (a)(v), his beneficiary or beneficiaries, or his estate, as the case may be, a lump sum payment within thirty (30) days of the Date of Termination an amount equal to three (3) times the Executive’s average annual compensation for the five most recent taxable years that the Executive has been employed by the Employers or such lesser number of years in the event that the Executive shall have been employed by the Employers for less than five years. For this purpose, annual compensation shall include base salary and not be entitled to any other taxable income, including, but not limited to, amounts related to the granting, vesting benefits or exercise of restricted stock or stock option awards, commissions, bonuses, pension and profit sharing plan contributions or benefits (whether or not taxable), severance payments, retirement benefits, and fringe benefits paid or to be paid to the Executive or paid for the Executive’s benefit during any such year; and (ii) cause to be continued life insurance and non-taxable medical, dental and disability coverage substantially identical to the coverage maintained by the Employers for the Executive prior to his Date of Termination, except to the extent such coverage may be changed in its application to all employees on a nondiscriminatory basis. Such coverage and payments shall cease upon the expiration of thirty-six (36) full calendar months from the Date Company except as provided in the first sentence of Termination. subsection (b) Notwithstanding the foregoing, to the extent required to avoid penalties under Section 409A of the Code, the cash severance payable under Section 3 of this Agreement shall be delayed until the first day of the seventh month following the Executive’s Date of Terminationabove. (c) For purposes of this Agreement, a “termination of employment” shall mean a “Separation from Service” as defined in Section 409A of the Code and the regulations promulgated thereunder, such that the Employers and the Executive reasonably anticipate that the level of bona fide services the Executive would perform after a termination of employment would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding thirty-six (36) month period.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the involuntary termination of the Executive’s 's employment (other than for Termination for Cause or deathCause), or voluntary termination during the term of this Agreement as provided by the Executive for Good ReasonSection 2(a) of this Agreement, the Employers shall: (i) Institution shall be obligated to pay the Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a lump sum payment within thirty (30) days of the Date of Termination an amount equal to three (3) times the Executive’s 's average annual compensation for the five most recent taxable years that the Executive has been employed by the Employers Institution or such lesser number of years in the event that the Executive shall have been employed by the Employers Institution for less than five years. For this purpose, such annual compensation shall include base salary and any other taxable income, including, but not limited to, amounts related to the granting, vesting or exercise of restricted stock or stock option awards, commissions, bonuses, pension and profit sharing plan contributions or benefits (whether or not taxable), severance payments, retirement benefits, and fringe benefits paid or to be paid to the Executive or paid for the Executive’s 's benefit during any such year; and. At the election of Executive, which election is to be made prior to a Change in Control, such payment shall be made in a lump sum or on an annual basis in approximately equal installments over a three (3) year period. (iib) Upon the occurrence of a Change in Control of the Institution or the Holding Company followed at any time during the term of this Agreement by Executive's voluntary or involuntary termination of employment in accordance with paragraph (a) of this Section 3, other than for Termination for Cause, the Institution shall cause to be continued life insurance and non-taxable medicallife, dental medical and disability coverage substantially identical to the coverage maintained by the Employers Institution for the Executive prior to his Date of Terminationseverance, except to the extent such coverage may be changed in its application to all employees on a nondiscriminatory basis. Such coverage and payments shall cease upon the expiration of thirty-six (36) full calendar months from the Date of Termination. (bc) Notwithstanding the foregoingprovisions of this Section 3, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") constitute an "excess parachute payment" under Section 280G of the Internal Revenue Code of 1986, as amended, or any successor thereto, and in order to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount (the extent required "Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to avoid penalties under three (3) times Executive's "base amount," as determined in accordance with said Section 409A 280G. The allocation of the Code, reduction required hereby among the cash severance payable under Section 3 of this Agreement Termination Benefits shall be delayed until the first day of the seventh month following the determined by Executive’s Date of Termination. (c) For purposes of this Agreement, a “termination of employment” shall mean a “Separation from Service” as defined in Section 409A of the Code and the regulations promulgated thereunder, such that the Employers and the Executive reasonably anticipate that the level of bona fide services the Executive would perform after a termination of employment would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding thirty-six (36) month period.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the involuntary termination of the Executive’s employment voluntary termination for Good Reason (as defined in Section 2(b) of this Agreement) or involuntary termination within two (2) years of the Change in Control, other than for Termination a termination for Cause or death(as defined in Section 2(c) of the Agreement), the Bank and the Holding Company shall be obligated to pay or by the Executive for Good Reason, the Employers shall: (i) pay the provide Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, estate as the case may be, : i. A severance benefit equal to two (2) times the Executive’s “base amount” as defined in Section 280G(b)(3) of the Internal Revenue Code (the “Code”) and the sum of any other “parachute payments” as defined under Section 280G(b)(2) of the Code. Such payment shall be made in a lump sum payment within thirty ten (3010) calendar days of the Date Executive’s termination of employment; and ii. Continued health, dental and life insurance coverage following Executive’s termination of employment. Said coverage shall be provided under the same terms and conditions in effect on the date of Executive’s termination of employment. To the extent that benefits required under this Section 3(a)(ii) cannot be provided under the terms of any Bank health and welfare plans, the Bank shall enter into alternative arrangements that will provide Executive with comparable benefits. The coverage or other arrangements provided under this Section 3(a)(ii) shall cease upon the earlier of (i) the Executive’s death; (ii) his employment by another employer other than one of which he is the majority owner; or (iii) the expiration of 24 months. (c) Notwithstanding the preceding provisions of this Section 3, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the “Termination Benefits”) constitute an “excess parachute payment” under Section 280G of the Code or any successor thereto, and in order to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount (the “Non-Triggering Amount”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times the Executive’s average annual compensation for the five most recent taxable years that the Executive has been employed by the Employers or such lesser number of years “base amount,” as determined in the event that the Executive shall have been employed by the Employers for less than five years. For this purpose, annual compensation shall include base salary and any other taxable income, including, but not limited to, amounts related to the granting, vesting or exercise of restricted stock or stock option awards, commissions, bonuses, pension and profit sharing plan contributions or benefits (whether or not taxable), severance payments, retirement benefits, and fringe benefits paid or to be paid to the Executive or paid for the Executive’s benefit during any such year; and (ii) cause to be continued life insurance and non-taxable medical, dental and disability coverage substantially identical to the coverage maintained by the Employers for the Executive prior to his Date of Termination, except to the extent such coverage may be changed in its application to all employees on a nondiscriminatory basis. Such coverage and payments shall cease upon the expiration of thirty-six (36) full calendar months from the Date of Termination. (b) Notwithstanding the foregoing, to the extent required to avoid penalties under accordance with said Section 409A 280G. The allocation of the Code, reduction required among the cash severance payable under Termination Benefits provided by this Section 3 of this Agreement shall be delayed until the first day of the seventh month following the determined by Executive’s Date of Termination. (c) For purposes of this Agreement, a “termination of employment” shall mean a “Separation from Service” as defined in Section 409A of the Code and the regulations promulgated thereunder, such that the Employers and the Executive reasonably anticipate that the level of bona fide services the Executive would perform after a termination of employment would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding thirty-six (36) month period.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the involuntary termination of the Executive’s employment due to: (other than for 1) Executive’s dismissal or (2) Executive’s voluntary termination pursuant to Section 2(a), unless such termination is due to Termination for Cause or death), or by the Executive for Good ReasonCause, the Employers shall: (i) Bank and the Holding Company shall pay the Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a lump sum payment within thirty (30) days of the Date of Termination an amount equal to three one (31) times the Executive’s average annual compensation for the five most recent taxable years that the Executive has been employed by the Employers Bank or such lesser number of years in the event that the Executive shall have been employed by the Employers Bank for less than five years. For this purpose, Such average annual compensation shall include base salary and any other taxable income, including, but not limited to, amounts related to the granting, vesting or exercise of restricted stock or stock option awardsBase Salary, commissions, and bonuses, as well as contributions on Executive’s behalf to any pension and and/or profit sharing plan contributions or benefits (whether or not taxable)plan, severance retirement payments, retirement benefitsdirectors or committee fees, and fringe benefits paid or to be paid to the Executive in any such year and payment of any expense items without accountability or paid business purpose or that do not meet the Internal Revenue Service requirements for deductibility by the Bank; provided however, that any payment under this provision and subsection 3(b) below shall not exceed three (3) times the Executive’s benefit average annual compensation. At the election of Executive, which election is to be made prior to a Change in Control, such payment shall be made in a lump sum. In the event that no election is made, payment to Executive will be made on a monthly basis in approximately equal installments during any such year; andthe remaining term of this Agreement. (iib) Upon the occurrence of a Change in Control of the Bank or the Holding Company followed at any time during the term of this Agreement by Executive’s voluntary or involuntary termination of employment, other than for Termination for Cause, the Bank shall cause to be continued life insurance and non-taxable medicallife, dental medical and disability coverage substantially identical to the coverage maintained by the Employers Bank or Holding Company for the Executive prior to his Date of Terminationseverance, except to the extent such coverage may be changed in its application to all Bank or Holding Company employees on a nondiscriminatory basis. Such coverage and payments shall cease upon the expiration of thirty-six eighteen (3618) full calendar months from the Date of Termination. (bc) Notwithstanding the foregoingpreceding paragraphs of this Section 3, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the extent required to avoid penalties “Termination Benefits”) constitute an “excess parachute payment” under Section 409A of the Code, the cash severance payable under Section 3 of this Agreement shall be delayed until the first day of the seventh month following the Executive’s Date of Termination. (c) For purposes of this Agreement, a “termination of employment” shall mean a “Separation from Service” as defined in Section 409A 280G of the Code or any successor thereto, and in order to avoid such a result Termination Benefits will be reduced, if necessary, to an amount (the regulations promulgated thereunder“Non-Triggering Amount”), such that the Employers and the Executive reasonably anticipate that the level value of bona fide services the Executive would perform after a termination of employment would permanently decrease to a level that which is one dollar ($1.00) less than 50% an amount equal to three (3) times Executive’s “base amount,” as determined in accordance with said Section 280G. The allocation of the average level reduction required hereby among the Termination Benefits provided by the preceding paragraphs of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding thirty-six (36) month periodthis Section 3 shall be determined by Executive.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the involuntary termination of the Executive’s employment due to: (other than for 1) Executive’s dismissal or (2) Executive’s voluntary termination pursuant to Section 2(a), unless such termination is due to Termination for Cause or death), or by the Executive for Good ReasonCause, the Employers shall: (i) Bank and the Holding Company shall pay the Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a lump sum payment within thirty (30) days of the Date of Termination an amount equal to three two (32) times the Executive’s average annual compensation for the five most recent taxable years that the Executive has been employed by the Employers Bank or such lesser number of years in the event that the Executive shall have been employed by the Employers Bank for less than five years. For this purpose, Such average annual compensation shall include base salary and any other taxable income, including, but not limited to, amounts related to the granting, vesting or exercise of restricted stock or stock option awardsBase Salary, commissions, and bonuses, as well as contributions on Executive’s behalf to any pension and and/or profit sharing plan contributions or benefits (whether or not taxable)plan, severance retirement payments, retirement benefitsdirectors or committee fees, and fringe benefits paid or to be paid to the Executive in any such year and payment of any expense items without accountability or paid business purpose or that do not meet the Internal Revenue Service requirements for deductibility by the Bank; provided however, that any payment under this provision and subsection 3(b) below shall not exceed three (3) times the Executive’s benefit average annual compensation. At the election of Executive, which election is to be made prior to a Change in Control, such payment shall be made in a lump sum. In the event that no election is made, payment to Executive will be made on a monthly basis in approximately equal installments during any such year; andthe remaining term of this Agreement. (iib) Upon the occurrence of a Change in Control of the Bank or the Holding Company followed at any time during the term of this Agreement by Executive’s voluntary or involuntary termination of employment, other than for Termination for Cause, the Bank shall cause to be continued life insurance and non-taxable medicallife, dental medical and disability coverage substantially identical to the coverage maintained by the Employers Bank or Holding Company for the Executive prior to his Date of Terminationseverance, except to the extent such coverage may be changed in its application to all Bank or Holding Company employees on a nondiscriminatory basis. Such coverage and payments shall cease upon the expiration of thirty-six eighteen (3618) full calendar months from the Date of Termination. (bc) Notwithstanding the foregoingpreceding paragraphs of this Section 3, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the extent required to avoid penalties “Termination Benefits”) constitute an “excess parachute payment” under Section 409A of the Code, the cash severance payable under Section 3 of this Agreement shall be delayed until the first day of the seventh month following the Executive’s Date of Termination. (c) For purposes of this Agreement, a “termination of employment” shall mean a “Separation from Service” as defined in Section 409A 280G of the Code or any successor thereto, and in order to avoid such a result Termination Benefits will be reduced, if necessary, to an amount (the regulations promulgated thereunder“Non-Triggering Amount”), such that the Employers and the Executive reasonably anticipate that the level value of bona fide services the Executive would perform after a termination of employment would permanently decrease to a level that which is one dollar ($1.00) less than 50% an amount equal to three (3) times Executive’s “base amount,” as determined in accordance with said Section 280G. The allocation of the average level reduction required hereby among the Termination Benefits provided by the preceding paragraphs of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding thirty-six (36) month periodthis Section 3 shall be determined by Executive.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the involuntary termination of the Executive’s employment due to: (other than 1) Executive’s dismissal or (2) Executive’s voluntary termination for Good Reason pursuant to Section 2(a), unless such termination is due to Termination for Cause or death), or by the Executive for Good ReasonCause, the Employers shall: (i) Bank and the Holding Company shall pay the Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a lump sum payment within thirty (30) days of the Date of Termination an amount equal to three two (32) times the Executive’s average annual compensation for the five most recent taxable years that the Executive has been employed by the Employers Bank or such lesser number of years in the event that the Executive shall have been employed by the Employers Bank for less than five years. For this purpose, Such average annual compensation shall include base salary and any other taxable income, including, but not limited to, amounts related to the granting, vesting or exercise of restricted stock or stock option awardsBase Salary, commissions, bonuses, contributions on Executive’s behalf to any pension and and/or profit sharing plan contributions or benefits (whether or not taxable)plan, severance payments, retirement benefitspayments, and directors or committee fees, fringe benefits paid or to be paid to the Executive in any such year and payment of any expense items without accountability or paid business purpose or that do not meet the Internal Revenue Service requirements for deductibility by the Bank; provided however, that any payment under this provision and subsection 3(b) below shall not exceed three (3) times the Executive’s benefit during any average annual compensation. Such payment shall be made in a lump sum within five business days of the Date of Termination, subject to delayed payment pursuant to Section 18 hereof, if applicable. Any such yearpayment may also be delayed where the Bank reasonably anticipates that the making of the payment will violate Federal securities laws or other applicable law; andprovided that the payment is made at the earliest date at which the Bank reasonably anticipates that the making of the payment will not cause such violation. (iib) Upon the occurrence of a Change in Control of the Bank or the Holding Company followed at any time during the term of this Agreement by Executive’s voluntary or involuntary termination of employment, other than for Termination for Cause, the Bank shall cause to be continued life insurance and non-taxable medicallife, dental medical and disability coverage substantially identical to the coverage maintained by the Employers Bank or Holding Company for the Executive prior to his Date of Terminationseverance, except to the extent such coverage may be changed in its application to all Bank or Holding Company employees on a nondiscriminatory basis. Such coverage and payments shall cease upon the expiration of thirty-six (36) full calendar months from the Date of Termination. (b. If the provision of any of the benefits covered by this Section 3(b) Notwithstanding would trigger the foregoing, to the extent required to avoid 20% excise tax and interest penalties under Section 409A of the Code, then the cash severance payable under Section 3 of this Agreement benefit(s) that would trigger such tax and interest penalties shall not be delayed until provided (collectively the first day “Excluded Benefits”), and in lieu of the seventh month following Excluded Benefits, the Bank will pay to the Executive’s Date , in a lump sum within thirty business days following termination of Terminationemployment or thirty business days after such determination, should it occur after termination of employment, a cash amount equal to the cost to the Holding Company of providing the Excluded Benefits. Such lump sum payment will be subject to delayed payment pursuant to Section 18 hereof if applicable. (c) For purposes Notwithstanding the preceding paragraphs of this AgreementSection 3, a in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the “termination of employmentTermination Benefits”) constitute an “excess parachute payment” shall mean a “Separation from Service” as defined in under Section 409A 280G of the Code or any successor thereto, and in order to avoid such a result Termination Benefits will be reduced, if necessary, to an amount (the regulations promulgated thereunder“Non-Triggering Amount”), such that the Employers and the Executive reasonably anticipate that the level value of bona fide services the Executive would perform after a termination of employment would permanently decrease to a level that which is one dollar ($1.00) less than 50% an amount equal to three (3) times Executive’s “base amount,” as determined in accordance with said Section 280G. The allocation of the average level reduction required hereby among the Termination Benefits provided by the preceding paragraphs of bona fide services performed (whether as an employee or as an independent contractor) over this Section 3 shall be determined by the immediately preceding thirty-six (36) month periodBank.

Termination Benefits. (a) Upon Period”), or, in the occurrence case of benefits, such time as the Executive receives equivalent coverage and benefits under plans and programs of a Change in Controlsubsequent employer; and (ii) provide such other or additional benefits, followed at any time during if any, as may be provided under applicable employee benefit plans, programs and/or arrangements of the term Company. In addition, all Restricted Shares and unvested Stock Options held by Executive shall be accelerated and deemed to have vested as of this Agreement by the involuntary termination date. All Stock Options that have vested (or been deemed pursuant to the immediately preceding sentence to have vested) as of the date of the Executive’s employment termination shall remain exercisable until the earlier to occur of (other than for Termination for Cause or death)x) the expiry of sixty (60) months following the termination date and (y) the last expiration/termination date applicable under grant under which such Stock Options were granted. Notwithstanding anything to the contrary, or by if any of the Executive for Good ReasonExecutive’s benefits pursuant to Section 10(c)(i) hereof cannot be provided to former employees, the Employers shall: (i) pay Company shall provide the Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a single lump sum payment within thirty ninety (3090) days of the Date of Termination an separation from service, with payment in whatever amount equal to three (3) times the Executive’s average annual compensation for the five most recent taxable years that the Executive has been employed by the Employers or such lesser number of years in the event that the Executive shall have been employed by the Employers for less than five years. For this purpose, annual compensation shall include base salary and any other taxable income, including, but not limited to, amounts related to the granting, vesting or exercise of restricted stock or stock option awards, commissions, bonuses, pension and profit sharing plan contributions or benefits (whether or not taxable), severance payments, retirement benefits, and fringe benefits paid or to be paid to the Executive or paid for the Executive’s benefit during any such year; and (ii) cause to be continued life insurance and non-taxable medical, dental and disability coverage substantially identical to the coverage maintained by the Employers is necessary for the Executive prior to his Date purchase the equivalent benefit(s), with the payment grossed up as necessary to comport with the tax-free nature of Terminationthe Company’s direct provision of certain of those benefits. All payments, benefits and/or grants under this Section 10(c) shall be subject to Executive’s execution and delivery within 21 days of separation from service of a general release of the Company, its parents, subsidiaries and affiliates and each of its officers, directors, employees, agents, successors and assigns in a form that is reasonably acceptable to the Company, with such payments, benefits, and/or grants commencing sixty (60) days from Executive's separation from service, except to the extent that any such coverage may be changed in its application to all employees on a nondiscriminatory basis. Such coverage and payments shall cease upon the expiration of thirty-six (36) full calendar months payments, benefits, and/or grants that are exempt from the Date of Termination. (b) Notwithstanding the foregoing, to the extent required to avoid penalties under Section 409A (as described in Section 13) and that would otherwise be payable during the sixty (60) day period may at the discretion of the Code, Company be paid before the cash severance payable under Section 3 of this Agreement shall be delayed until the first day end of the seventh month following the Executive’s Date of Termination. sixty (c60) For purposes of this Agreement, a “termination of employment” shall mean a “Separation from Service” as defined in Section 409A of the Code and the regulations promulgated thereunder, such that the Employers and the Executive reasonably anticipate that the level of bona fide services the Executive would perform after a termination of employment would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding thirty-six (36) month day period.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the voluntary or involuntary termination of the Executive’s employment ('s employment, other than for Termination for Cause or death), or by the Executive for Good ReasonCause, the Employers shall: (i) Institution shall be obligated to pay the Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a lump sum payment within thirty (30) days of the Date of Termination an amount equal to three two (32) times the Executive’s 's average annual compensation for the five most recent taxable years that the Executive has been employed by the Employers Institution or such lesser number of years in the event that the Executive shall have been employed by the Employers Institution for less than five years. For this purpose, Such annual compensation shall include base salary and any other taxable income, including, but not limited to, amounts related to the granting, vesting or exercise of restricted stock or stock option awardssalary, commissions, bonuses, any other cash compensation, contributions or accruals on behalf of Executive to any pension and profit sharing plan contributions plan, benefits received or benefits (whether or not taxable)to be received under any stock-based benefit plan, severance payments, retirement benefits, director or committee fees and fringe benefits paid or to be paid to the Executive during such years. At the election of Executive which election is to be made prior to a Change in Control, such payment shall be made: (a) in a lump sum, (b) on a bi-weekly basis in approximately equal installments over a period of twenty-four (24) months, or paid for the Executive’s benefit during any such year; and(c) on an annual basis in approximately equal installments over a period of twenty-four (24) months. (iib) Upon the occurrence of a Change in Control of the Institution or the Holding Company followed at any time during the term of this Agreement by Executive's voluntary or involuntary termination of employment, other than for Termination for Cause, the Institution shall cause to be continued life insurance and non-taxable medicallife, dental medical and disability coverage substantially identical to the coverage maintained by the Employers Institution or Holding Company for the Executive prior to his Date of Terminationseverance, except to the extent such coverage may be changed in its application to all Institution or Holding Company employees on a nondiscriminatory basis. Such coverage and payments shall cease upon the expiration of thirtytwenty-six four (3624) full calendar months from the Date of Termination. (bc) Notwithstanding the foregoing, to the extent required to avoid penalties under Section 409A of the Code, the cash severance payable under Section 3 preceding paragraphs of this Agreement shall be delayed until Section 3, in the first day of the seventh month following the Executive’s Date of Termination.event that: (ci) For purposes of this Agreementthe aggregate payments or benefits to be made or afforded to Executive, a “termination of employment” shall mean a “Separation from Service” which are deemed to be parachute payments as defined in Section 409A 280G of the Internal Revenue Code of 1986, as amended (the "Code") or any successor thereof, (the "Termination Benefits") would be deemed to include an "excess parachute payment" under Section 280G of the Code; and (ii) if such Termination Benefits were reduced to an amount (the "Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount," as determined in accordance with said Section 280G and the Non-Triggering Amount less the product of the marginal rate of any applicable state and federal income tax and the Non Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus (i) the amount of tax required to be paid by the Executive thereon by Section 4999 of the Code and further minus (ii) the regulations promulgated thereunder, such that product of the Employers Termination Benefits and the Executive reasonably anticipate that marginal rate of any applicable state and federal income tax, then the level of bona fide services Termination Benefits shall be reduced to the Executive would perform after a termination of employment would permanently decrease to a level that is less than 50% Non-Triggering Amount. The allocation of the average level of bona fide services performed (whether as an employee or as an independent contractor) over reduction required hereby among the immediately preceding thirty-six (36) month periodTermination Benefits shall be determined by the Executive.

Termination Benefits. In addition to the benefits described under the Agreement that survive the termination of the Agreement, the following benefits will be paid on account of the termination of the Agreement for the following reasons: (a) Upon the occurrence of a Change in Control, followed at any time during the term termination of this Agreement by the involuntary termination of the Executive’s employment (other than for Termination Company for Cause or deathpursuant to Section 2(a)(i), or by the Executive for other than Good ReasonReason or upon the Executive's death, the Employers shallCompany shall pay to Executive immediately after the date of termination an amount equal to the sum of Executive's accrued base salary and any bonus amount earned but not yet paid; (b) Upon termination of this Agreement (x) by the Company for other than Cause or (y) by the Executive for Good Reason or disability, Executive shall be entitled to: (i) the Company shall pay the Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, to Executive or his estatebeneficiaries, as the case may be, a lump sum payment within thirty (30) days of immediately after the Date of Termination an amount which is equal to three (3) times the Executive’s average annual compensation 's base salary for twenty-four (24) months; (ii) the Company shall pay for the five most recent taxable years Executive in the event of disability (after termination of the Agreement under this section), medical insurance during the period the Executive's spouse (and children), or the Executive, as the case may be, is eligible to receive benefits under COBRA; (iii) the Company shall fully vest any stock options or restricted stock previously granted to the Executive; and (iv) the Executive (or his spouse, in the event of his permanent disability that affects his ability to so elect) shall have the right to require the Company to purchase from the Executive a number of shares of common stock, par value $0.0001 per share, of the Company (the "Common Stock"), owned by the Executive or by any entity in which the Executive has been employed by an equity or ownership interest, worth up to $3,000,000. Such Common Stock shall be valued as of the Employers close of business on the day prior to the date the Executive or his spouse delivers a notice to the Company in writing (a "Put Notice") of his decision to require the Company to purchase such lesser number of years Common Stock. The Executive or his spouse (in the event of his disability) shall have up to 21 days following the termination of this Agreement to deliver the Put Notice to the Company. Subject to the fifth sentence of this paragraph, within 30 days of receiving the Put Notice, the Company shall pay Executive or his spouse the proceeds from the purchase of the shares of Common Stock specified in the Put Notice, up to a maximum of $3,000,000. To the extent Xxxxxx Xxxxx or Xxxxx X. Xxxxxx, M.D. (each, a "Co-Executive") delivers a Put Notice at the same time as Executive, the Company shall have the right to pay the funds due hereunder over two years (in the case of delivery of a Put Notice by a single Co-Executive), or three years (in the case of delivery of a Put Notice by both Co-Executives), in equal amounts each year pro rata among the Executive and any Co-Executive based on the number of shares of Common Stock specified in each Put Notice; provided, however, that the Company shall not have such right to delay the payment of such funds in any succeeding year or years if the Company elects to sell the shares of Common Stock as set forth in the succeeding sentence. In lieu of a cash payment, the Company shall have the option of causing the shares specified in a Put Notice to be sold, as promptly as is reasonably practicable, pursuant to a registration statement filed by the Company under the Securities Act of 1933, as amended (the "Securities Act"), in which the shares shall be included, or pursuant to an exemption from the registration requirements of the Securities Act, in either case with the funds being remitted to the Executive on the close of such sale (provided, further, that (x) the Executive shall receive at least $3,000,000 from such sale and (y) any sale pursuant to a registration statement shall not count as a "Demand Registration" pursuant to that certain Registration Rights Agreement (the "Registration Rights Agreement"), dated as of the date hereof by and among the Company, RGGPLS Holding, Inc., a Florida corporation ("RGGPLS"), GRH Holdings, L.L.C., a Florida limited liability company, and Becton, Xxxxxxxxx and Company, a New Jersey corporation). The Company agrees and acknowledges that the Executive shall have been employed by the Employers for less than five years. For this purpose, annual compensation shall include base salary and any other taxable income, including, but not limited to, amounts related right to require the Company to purchase shares of Common Stock from him hereunder without regard to the granting, vesting or exercise of restricted stock or stock option awards, commissions, bonuses, pension and profit sharing plan contributions or benefits (whether or not taxable), severance payments, retirement benefits, and fringe benefits paid or to be paid to the Executive or paid for the Executive’s benefit during any such year; and (ii) cause to be continued life insurance and non-taxable medical, dental and disability coverage substantially identical to the coverage maintained by the Employers for the Executive prior to his Date of Termination, except to the extent such coverage may be changed limitations set forth in its application to all employees on a nondiscriminatory basis. Such coverage and payments shall cease upon the expiration of thirty-six (36) full calendar months from the Date of Termination. (b) Notwithstanding the foregoing, to the extent required to avoid penalties under Section 409A 2.4 of the Code, the cash severance payable under Section 3 of this Agreement shall be delayed until the first day of the seventh month following the Executive’s Date of TerminationRegistration Rights Agreement. (c) For purposes of this Agreement, a “termination of employment” shall mean a “Separation from Service” as defined "Change in Section 409A Control" means any of the Code and following events: (i) any person or group (within the regulations meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended ("Exchange Act")), other than RGGPLS, a subsidiary of the Company or any employee benefit plan (or any related trust) of the Company or a subsidiary of the Company, becomes, after the Effective Time the beneficial owner (within the meaning of Rule 13d-3 promulgated thereunderunder the Exchange Act) of 35% or more of the Common Stock; (ii) individuals who constitute the Board as of the Effective Time (the "Incumbent Board"), cease for any reason to constitute a majority of the members of the Board (except that any individual who becomes a director after the Effective Time, whose election by the Company's stockholders was approved by a majority of the members of the Incumbent Board shall be considered as through such that individual were a member of the Employers and Incumbent Board); or (iii) approval by the Executive reasonably anticipate that stockholders of the level Company of bona fide services either of the Executive would perform following: (1) a merger, reorganization, consolidation, business combination or similar transaction (any of the foregoing, a "Merger") as a result of which the persons who were the respective beneficial owners of the outstanding Common Stock immediately before such Merger are not expected to beneficially own, immediately after a termination of employment would permanently decrease to a level that is less such Merger, directly or indirectly, more than 50% of the average level common stock and the combined voting power of bona fide services performed the then outstanding voting securities of the corporation or other entity resulting from such Merger in substantially the same proportions as immediately before such Merger, or (whether as an employee 2) a plan of liquidation of the Company or as an independent contractora plan or agreement for the sale or other disposition of all or substantially all of the assets of the Company. (iv) over Notwithstanding the immediately preceding thirty-six foregoing, there shall not be a Change in Control if, in advance of such event, Executive agrees in writing that such event shall not constitute a Change in Control. (36d) month periodThe Company's obligations under this Section 5 shall survive termination of this Agreement.

Termination Benefits. (a) Upon the occurrence of a Change in of Control, followed at any time during the term of this Agreement by the voluntary or involuntary termination of the Executive’s employment ('s employment, other than for Termination for Cause or death), or by the Executive for Good ReasonCause, the Employers shall: (i) Bank and the company shall pay the Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to three times his then current annual base salary. At the election of the Executive such payment may be made in a lump sum payment within thirty or paid in equal monthly installments during the thirty-six (3036) days of the Date of Termination an amount equal to three (3) times months following the Executive’s average annual compensation for the five most recent taxable years that the Executive has been employed by the Employers or such lesser number of years in 's termination. In the event that the Executive shall have been employed by the Employers for less than five years. For this purposeno election is made, annual compensation shall include base salary and any other taxable income, including, but not limited to, amounts related to the granting, vesting or exercise of restricted stock or stock option awards, commissions, bonuses, pension and profit sharing plan contributions or benefits (whether or not taxable), severance payments, retirement benefits, and fringe benefits paid or to be paid payment to the Executive will be in equal monthly installments. (b) Upon the occurrence of a Change of Control of the Bank or paid for the Holding Company followed at any time during the term of this Agreement by the Executive’s benefit during any such year; and (ii) 's voluntary or involuntary termination of employment, other than for Termination for Cause, the Bank shall cause to be continued life insurance and non-taxable life, medical, dental and disability coverage substantially identical to the coverage maintained by the Employers Bank for the Executive prior to his Date of Terminationseverance, except to the extent such coverage may be changed in its application to all employees on a nondiscriminatory basisBank employees. Such coverage and payments shall cease upon the earlier of the expiration of thirty-six twelve (3612) full calendar months from or the Date of Termination. (b) Notwithstanding the foregoing, to the extent required to avoid penalties under Section 409A of the Code, the cash severance payable under Section 3 of this Agreement shall be delayed until the first day of the seventh month following the Executive’s Date of TerminationExecutive obtaining other coverage. (c) For purposes At the effective date of this Agreement, a “termination of employment” and annually on each anniversary, Executive shall mean a “Separation from Service” as defined make the election referred to in Section 409A 4(a) hereof with respect to whether the amounts payable under said Section 4(a) shall be paid in a lump sum or on a monthly basis. Such election shall be irrevocable for the year for which such election is made and shall continue in effect until the executive has made his next annual election. (d) Notwithstanding the preceding paragraphs of this Section 4, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") constitute an "excess parachute payment" under Section 280G of the Code code or any successor thereto, and in order to avoid such a result Termination Benefits will be reduced, if necessary, to an amount (the regulations promulgated thereunder"Non-Triggering Amount"), such that the Employers and the Executive reasonably anticipate that the level value of bona fide services the Executive would perform after a termination of employment would permanently decrease to a level that which is one dollar ($1.00) less than 50% an amount equal to three (3) times Executive's "base amount", as determined in accordance with said Section 280G. The allocation of the average level reduction required hereby among the Termination Benefits provided by the preceding paragraphs of bona fide services performed (whether as an employee or as an independent contractor) over this Section 4 shall be determined by the immediately preceding thirty-six (36) month periodExecutive.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the involuntary termination of the Executive’s employment (other than for Termination for Cause or death), or by the Executive for Good Reason, the Employers shall: (i) pay the Executive, or in the event of his her subsequent death, his her beneficiary or beneficiaries, or his her estate, as the case may be, a lump sum payment within thirty (30) days of the Date of Termination an amount equal to three (3) times the Executive’s average annual compensation for the five most recent taxable years that the Executive has been employed by the Employers or such lesser number of years in the event that the Executive shall have been employed by the Employers for less than five years. For this purpose, annual compensation shall include base salary and any other taxable income, including, but not limited to, amounts related to the granting, vesting or exercise of restricted stock or stock option awards, commissions, bonuses, pension and profit sharing plan contributions or benefits (whether or not taxable), severance payments, retirement benefits, and fringe benefits paid or to be paid to the Executive or paid for the Executive’s benefit during any such year; and (ii) cause to be continued life insurance and non-taxable medical, dental and disability coverage substantially identical to the coverage maintained by the Employers for the Executive prior to his her Date of Termination, except to the extent such coverage may be changed in its application to all employees on a nondiscriminatory basis. Such coverage and payments shall cease upon the expiration of thirty-six (36) full calendar months from the Date of Termination. (b) Notwithstanding the foregoing, to the extent required to avoid penalties under Section 409A of the Code, the cash severance payable under Section 3 of this Agreement shall be delayed until the first day of the seventh month following the Executive’s Date of Termination. (c) For purposes of this Agreement, a “termination of employment” shall mean a “Separation from Service” as defined in Section 409A of the Code and the regulations promulgated thereunder, such that the Employers and the Executive reasonably anticipate that the level of bona fide services the Executive would perform after a termination of employment would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding thirty-six (36) month period.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the voluntary or involuntary termination of the Executive’s employment ('s employment, other than for Termination for Cause or death), or by the Executive for Good ReasonCause, the Employers shall: (i) Institution shall be obligated to pay the Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a lump sum payment within thirty (30) days of the Date of Termination an amount equal to three (3) times the Executive’s 's average annual compensation for the five most recent taxable years that the Executive has been employed by the Employers Institution or such lesser number of years in the event that the Executive shall have been employed by the Employers Institution for less than five years. For this purpose, Such annual compensation shall include base salary and any other taxable income, including, but not limited to, amounts related to the granting, vesting or exercise of restricted stock or stock option awardssalary, commissions, bonuses, any other cash compensation, contributions or accruals on behalf of Executive to any pension and profit sharing plan contributions plan, benefits received or benefits (whether or not taxable)to be received under any stock-based benefit plan, severance payments, retirement benefits, director or committee fees and fringe benefits paid or to be paid to the Executive during such years. At the election of Executive which election is to be made prior to a Change in Control, such payment shall be made: (a) in a lump sum, (b) on a bi-weekly basis in approximately equal installments over a period of thirty-six (36) months, or paid for the Executive’s benefit during any such year; and(c) on an annual basis in approximately equal installments over a period of thirty-six (36) months. (iib) Upon the occurrence of a Change in Control of the Institution or the Holding Company followed at any time during the term of this Agreement by Executive's voluntary or involuntary termination of employment, other than for Termination for Cause, the Institution shall cause to be continued life insurance and non-taxable medicallife, dental medical and disability coverage substantially identical to the coverage maintained by the Employers Institution or Holding Company for the Executive prior to his Date of Terminationseverance, except to the extent such coverage may be changed in its application to all Institution or Holding Company employees on a nondiscriminatory basis. Such coverage and payments shall cease upon the expiration of thirty-six (36) full calendar months from the Date of Termination. (b) Notwithstanding the foregoing, to the extent required to avoid penalties under Section 409A of the Code, the cash severance payable under Section 3 of this Agreement shall be delayed until the first day of the seventh month following the Executive’s Date of Termination. (c) For purposes of this Agreement, a “termination of employment” shall mean a “Separation from Service” as defined in Section 409A of the Code and the regulations promulgated thereunder, such that the Employers and the Executive reasonably anticipate that the level of bona fide services the Executive would perform after a termination of employment would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding thirty-six (36) month period.