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 voluntary or involuntary termination of Executive's employment, other than for Termination for Cause, the Bank and the Company shall pay 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 (3) times the average annual base salary paid to Executive for the three (3) years immediately preceding Executive's termination. In the event the Executive has not been employed by the Bank or Holding Company during all or part of the three immediately preceding years, the annual base salary paid to Executive for such periods shall, for purposes of this Section 3, be deemed to be equal to the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%). At the discretion of Executive, upon an election pursuant to Section 3(e) hereof, such payment may be made in a lump sum immediately upon severance of Executive's employment or paid, on a pro rata basis, semi-monthly during the thirty-six (36) months following the Executive's termination. (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 voluntary or involuntary termination of employment, other than for Termination for Cause, the Bank shall cause to be continued life, health and disability coverage substantially identical to the coverage maintained by the Bank for Executive prior to his severance. Such coverage shall cease upon the earlier of Executive's obtaining similar coverage by another employer or twelve (12) months from the date of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period of twelve (12) months. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs of this Section 3, in the event that: (i) the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") would be deemed to include an "excess parachute payment" under Section 280G of the Internal Revenue Code of 1986 (the "Code") or any successor thereto, 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 (without such reduction) minus the amount of tax required to be paid by Executive thereon by Section 4999 of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have received.

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 Executive's employment, other than for Termination for Cause, the Bank and the Holding Company shall pay 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 (3) times the average annual base salary paid to Executive for the three (3) years immediately preceding Executive's termination. In the event the Executive has not been employed by the Bank or Holding Company during all or part of the three immediately preceding years, the annual base salary paid to Executive for such periods shall, for purposes of this Section 3, be deemed to be equal to the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%). At the discretion of the Executive, upon an election pursuant to Section 3(e) hereof, such payment may be made in a lump sum immediately upon severance of Executive's employment or paid, on a pro rata basis, semi-monthly during the thirty-six (36) months following the Executive's termination. (b) 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 Holding Company shall cause to be continued life, health and disability coverage substantially identical to the coverage maintained by the Bank for Executive prior to his severance. Such coverage shall cease upon the earlier of Executive's obtaining similar coverage by another employer or twelve (12) months from the date of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank Holding Company shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period of twelve (12) months. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Holding Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon the occurrence of a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs of this Section 3, in the event that: (i) the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") would be deemed to include an "excess parachute payment" under Section 280G of the Internal Revenue Code of 1986 (the "Code") or any successor thereto, and (ii) if such Termination Benefits were reduced to an amount (the "Non- 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- Non-Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus the amount of tax required to be paid by Executive thereon by Section 4999 of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Holding Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have received.

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 Executive's ’s employment, other than for Termination for Cause, the Bank and the Company shall pay 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 (3) times the average annual base salary paid to Executive for the three (3) years immediately preceding Executive's ’s termination. In the event the Executive has not been employed by the Bank or Holding Company during all or part of the three immediately preceding years, the annual base salary paid to Executive for such periods shall, for purposes of this Section 3, be deemed to be equal to the Executive's ’s initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%). At the discretion of Executive, upon an election pursuant to Section 3(e) hereof, such payment may be made in a lump sum immediately upon severance of Executive's ’s employment or paid, on a pro rata basis, semi-monthly during the thirty-six (36) months following the Executive's ’s termination. (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 ’s voluntary or involuntary termination of employment, other than for Termination for Cause, the Bank shall cause to be continued life, health and disability coverage substantially identical to the coverage maintained by the Bank for Executive prior to his severance. Such coverage shall cease upon the earlier of Executive's ’s obtaining similar coverage by another employer or twelve (12) months from the date of Executive's ’s termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period of twelve (12) months. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's ’s Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's ’s Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs of this Section 3, in the event that: (i) the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "“Termination Benefits"”) would be deemed to include an "“excess parachute payment" ” under Section 280G of the Internal Revenue Code of 1986 (the "“Code"”) or any successor thereto, 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 "’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 (without such reduction) minus the amount of tax required to be paid by Executive thereon by Section 4999 of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have received.

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 Executive's ’s employment, other than for Termination for Cause, the Bank and the Holding Company shall pay 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 (3) times the average annual base salary paid to Executive for the three (3) years immediately preceding Executive's ’s termination. In the event the Executive has not been employed by the Bank or Holding Company during all or part of the three immediately preceding years, the annual base salary paid to Executive for such periods shall, for purposes of this Section 3, be deemed to be equal to the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%). At the discretion of the Executive, upon an election pursuant to Section 3(e) hereof, such payment may be made in a lump sum immediately upon severance of Executive's ’s employment or paid, on a pro rata basis, semi-monthly during the thirty-six (36) months following the Executive's ’s termination. (b) 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 ’s voluntary or involuntary termination of employment, other than for Termination for Cause, the Bank Holding Company shall cause to be continued life, health and disability coverage substantially identical to the coverage maintained by the Bank for Executive prior to his severance. Such coverage shall cease upon the earlier of Executive's ’s obtaining similar coverage by another employer or twelve (12) months from the date of Executive's ’s termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank Holding Company shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period of twelve (12) months. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Holding Company's ’s Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon the occurrence of a Change in Control, the Executive will be entitled to the benefits under the Bank's ’s Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs of this Section 3, in the event that: (i) the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "“Termination Benefits"”) would be deemed to include an "“excess parachute payment" ” under Section 280G of the Internal Revenue Code of 1986 (the "“Code"”) or any successor thereto, and (ii) if such Termination Benefits were reduced to an amount (the "Non- “Non-Triggering Amount"”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "’s “base amount"”, as determined in accordance with said Section 280G, and the Non- Non-Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus the amount of tax required to be paid by Executive thereon by Section 4999 of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Holding Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have received.

Termination Benefits. (a) Upon the occurrence If, within one (1) year of a Change in Control, followed at any time during the term Executive voluntarily terminates employment for Good Reason (in accordance with Section 2(a) of this Agreement by Agreement) or if the voluntary or involuntary termination of Executive's employment, Bank involuntarily terminates his employment for a reason other than for Termination for Cause, the Bank and the Company Executive shall pay 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, receive: (i) a lump sum cash payment equal to three two (32) times the average annual base salary Executive’s (i) Base Salary and (ii) the highest rate of bonus paid to Executive for during the three (3) years immediately preceding Executive's prior to termination. In the event the Executive has not been employed by the Bank or Holding Company during all or part of the three immediately preceding years, the annual base salary paid subject to Executive for such periods shallapplicable withholding taxes, for purposes of this Section 3, be deemed to be equal to the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of payable in a single lump sum payment within ten percent (10%). At the discretion of ) calendar days following Executive, upon an election pursuant to Section 3(e) hereof, such payment may be made in a lump sum immediately upon severance of Executive's employment or paid, on a pro rata basis, semi-monthly during the thirty-six (36) months following the Executive's termination. (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 voluntary or involuntary ’s termination of employment, other than for Termination for Cause, ; and (ii) the Bank shall cause will continue to be continued lifeprovide Executive and the Executive’s dependents with life insurance, health non-taxable medical and disability dental coverage substantially identical comparable (and on substantially the same terms and conditions) to the coverage maintained by the Bank for Executive prior to his severanceExecutive’s termination of employment. Such coverage shall cease upon the earlier expiration of twenty-four (24) full calendar months after Executive's obtaining similar coverage by another employer or twelve (12) months from the date of Executive's ’s termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period of twelve (12) months. (ciii) Upon the occurrence of a Change in Control, If the Executive will have such rights is a “Specified Employee,” as specified defined in Treasury Regulation 1.409A-1(i), then, solely to the Company's Incentive Stock Option Plan or any other employee benefit plan with respect extent required to options and such other rights avoid penalties under Section 409A of the Internal Revenue Code of 1986, as may have been granted to Executive amended (the “Code”), payments under such plansthis Section 3 shall be delayed until the first day of the seventh month following the Executive’s date of termination. (div) Upon For purposes of this Agreement, a Change “termination of employment” shall mean a “Separation from Service” as defined in ControlSection 409A of the Code and the regulations promulgated thereunder, such that the Employer and the Executive will be entitled 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 benefits under average level of bona fide services performed (whether as an employee or as an independent contractor) over the Bank's Management Recognition and Retention Plansimmediately preceding thirty-six (36) month period. The Bank shall pay the aggregate sum of these amounts to Executive in a single lump sum payment (without any mitigation) no later than ten (10) days following Executive’s termination of employment. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (fb) Notwithstanding the preceding paragraphs provisions of this Section 3, in the no event that: (i) shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "“Termination Benefits"”) would be deemed to include constitute an "“excess parachute payment" ” under Section 280G of the Internal Revenue Code of 1986 (the "Code") or any successor thereto, and (ii) if and to avoid such a result, Termination Benefits were reduced will be reduced, if necessary, to an amount (the "Non- “Non-Triggering Amount"”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "’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 (without such reduction) minus the amount of tax required to be paid by Executive thereon by Section 4999 of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have received.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 Executive's employment, other than for Termination for Cause, the Bank and the Holding Company shall be obligated to pay 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 two (32) times the Executive's average annual base salary paid to Executive compensation for the three (3) five most recent taxable years immediately preceding Executive's termination. In the event the that Executive has not been employed by the Bank or Holding Company during all such lesser number of years in the event that Executive shall have been employed by the Bank for less than five years. Such annual compensation shall include Base Salary, commissions, bonuses, contributions on behalf of Executive to any pension and profit sharing plan, severance payments, director or part of the three immediately preceding years, the annual base salary committee fees and fringe benefits paid or to be paid to the Executive for during such periods shall, for purposes of this Section 3, be deemed to be equal to the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%)years. At the discretion election of Executive, upon an Executive which election pursuant is to Section 3(e) hereofbe made prior to a Change in Control, such payment may shall be made in a lump sum immediately upon severance of Executive's employment or paidsum. In the event that no election is made, payment to Executive will be made on a pro rata basis, semi-monthly basis in approximately equal installments during the thirty-six (36) months following the Executive's terminationremaining term of this Agreement. (b) 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 Holding Company shall cause to be continued life, health medical and disability coverage substantially identical to the coverage maintained by the Bank for Executive prior to his severance, except to the extent such coverage may be changed in its application to all Bank employees. Such coverage and payments shall cease upon expiration of twenty-four (24) full calendar months following the earlier Date of Executive's obtaining similar coverage by another employer or twelve (12) months from the date of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period of twelve (12) monthsTermination. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs of this Section 3, in the event that: (i) the aggregate payments or benefits to be made or afforded to Executive under said paragraphs Executive, which are deemed to be parachute payments as defined in Section 28OG 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 28OG of the Internal Revenue Code of 1986 (the "Code") or any successor thereto, ; and (ii) if such Termination Benefits were reduced to an amount (the "Non- 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, 28OG and the Non- NonTriggering 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 CodeCode and further minus (ii) the product of the Termination Benefits and the marginal rate of any applicable state and federal income tax, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by the Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have received.

Termination Benefits. (ai) Upon In the occurrence event of: (1) an involuntary termination of Executive’s employment by the Company for any reason other than Cause, (2) Executive’s resignation for Good Reason or termination in connection with a Change in of Control, followed (3) Disability or (4) Death, Executive or his or her heirs shall be entitled to payment of all remaining Compensation and Benefits set forth in Sections 2 and 3 for the balance of the Initial Term, or Renewal Term(s) if applicable, in a single lump sum cash payment on the sixtieth (60th) day following Executive’s Termination Date. In addition, for a period of up to eighteen (18) months following Executive’s Termination Date, Executive and where applicable, Executive’s spouse and eligible dependents, will continue to be eligible to receive medical coverage under the Company’s medical plans in accordance with the terms of the applicable plan documents; provided, that in order to receive such continued coverage at such rates, Executive will be required to pay the applicable premiums to the plan provider, and the Company will reimburse the Executive, within 60 days following the date such monthly premium payment is due, an amount equal to the monthly COBRA premium payment, less applicable tax withholdings. Notwithstanding the foregoing, if Executive obtains full-time employment during this eighteen (18) month period that entitles him and his spouse and eligible dependents to comprehensive medical coverage, Executive must notify the Company and no further reimbursements will be paid by the Company to the Executive pursuant to this subsection. In addition, if Executive does not pay the applicable monthly COBRA premium for a particular month at any time during the term of this Agreement eighteen (18) month period and coverage is lost as a result, no further reimbursements will be paid by the voluntary or involuntary termination Company to the Executive pursuant to this subsection. Notwithstanding the above, if the Company determines in its sole discretion that it cannot provide the foregoing COBRA benefits without potentially violating applicable law (including, without limitation, Section 2716 of Executive's employmentthe Public Health Service Act), other than for Termination for Cause, the Bank and the Company shall pay 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 (3) times the average annual base salary paid lieu thereof provide to Executive for the three (3) years immediately preceding Executive's termination. In the event the Executive has not been employed by the Bank or Holding Company during all or part of the three immediately preceding years, the annual base salary paid to Executive for such periods shall, for purposes of this Section 3, be deemed to be equal to the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%). At the discretion of Executive, upon an election pursuant to Section 3(e) hereof, such a taxable lump-sum payment may be made in a lump sum immediately upon severance of Executive's employment or paid, on a pro rata basis, semi-monthly during the thirty-six (36) months following the Executive's termination. (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 voluntary or involuntary termination of employment, other than for Termination for Cause, the Bank shall cause to be continued life, health and disability coverage substantially identical to the coverage maintained by the Bank for Executive prior to his severance. Such coverage shall cease upon the earlier of Executive's obtaining similar coverage by another employer or twelve (12) months from the date of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period of twelve (12) months. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs of this Section 3, in the event that: (i) the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") would be deemed to include an "excess parachute payment" under Section 280G of the Internal Revenue Code of 1986 (the "Code") or any successor thereto, 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 (without such reduction) minus the amount of tax required to be paid by Executive thereon by Section 4999 of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value monthly (or then remaining) COBRA premium that Executive would be required to pay to continue his group health coverage in effect on the Termination Date (which amount shall be based on the premium for the first month of COBRA coverage). With respect to any outstanding Company stock or stock options held by or entitled to be issued to the Executive as of his or her Termination Date that are not vested and exercisable as of such date, the Company shall accelerate the vesting of that portion of the payments Executive’s stock options, if any, which would have vested and become exercisable during the term, such options (as well as any outstanding stock options that previously became vested and exercisable) to remain exercisable, notwithstanding anything in any other agreement governing such options, until the earlier of a period of one year after the Executive’s Termination Date, or benefits in excess the original term of the Non-Triggering Amount he is so deemed to have receivedoption. Except as provided in this Section, any portion of Executive’s outstanding stock options that are not vested and exercisable as of Executive’s Termination Date shall terminate.

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 Executive's employment, other than for Termination for Causeentitlement to benefits pursuant to Section 2(b), the Bank and the Holding Company shall pay 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 the greater of (31) the payments due for the remaining term of the Agreement and (2) two (2) times the Executive's average annual base salary paid to Executive compensation for the three (3) two preceding taxable years immediately preceding Executive's termination. In the event the that Executive has not been employed by the Bank or Holding Company during all or part such lesser number of years in the three immediately preceding event that Executive shall have been employed by the Holding Company for less than two (2) years. Such annual compensation shall include salary, the annual base salary commissions, bonuses contributions on behalf of Executive to any pension and profit sharing plan, severance payments, directors or committee fees and fringe benefits paid or to be paid to the Executive for during such periods shall, for purposes of this Section 3, be deemed to be equal to the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%)year. At the discretion election of Executive, upon an which election pursuant is to Section 3(e) hereofbe made prior to a Change in Control, such payment may shall be made in a lump sum immediately upon severance of Executive's employment or paidsum. In the event that no election is made, payment to Executive will be made on a pro rata basis, semimonthly basis in approximately equal installments over a period of twenty-monthly during the thirty-six four (3624) months following the Executive's termination. (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 voluntary or involuntary termination of employment, other than for Termination for Cause, entitlement to benefits pursuant to Section 2(b) the Bank Holding Company shall cause to be continued life, health medical, dental and disability coverage substantially identical to the coverage maintained by the Bank Holding Company or the Institution for Executive prior to his severance, except to the extent such coverage may be changed in its application to all Institution employees. Such coverage and payments shall cease upon expiration of twenty-four (24) full calendar months following the earlier Date of Executive's obtaining similar coverage by another employer or twelve (12) months from the date of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period of twelve (12) monthsTermination. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs of this Section 3, in the event that: (i) the aggregate payments or benefits to be made or afforded to Executive under said paragraphs Executive, which are deemed to be parachute payments as defined in Section 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 Internal Revenue Code of 1986 (the "Code") or any successor thereto, ; and (ii) if such Termination Benefits were reduced to an amount (the "Non- 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, G and the Non- 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 excluding such reduction) minus (i) the amount of tax required to be paid by the Executive thereon by Section 4999 of the Code, Code and further minus (ii) the product of the Termination Benefits and the marginal rate of any applicable state and federal income tax. then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by the Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have received.

Termination Benefits. (a) Upon the occurrence of a Change in Control, Control (as defined in Section 2) followed by the Termination of the Executive's employment at any time during the term of this Agreement by the voluntary or involuntary termination of Executive's employmentAgreement, other than for Termination for CauseCause (as defined in Section 2(c)), the Bank and the Company shall pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, subject to certain conditions set forth herein, as severance pay or liquidated damages, or both, a sum equal to three (3) 2.99 times the Executive's average annual base salary paid to Executive taxable compensation for the three (3) five most recent taxable years immediately preceding Executive's termination. In the event the that Executive has not been employed by the Bank as reported on Form W-2 with the Internal Revenue Service ("IRS") or Holding Company during all or part such lesser number of years in the three immediately preceding event that Executive shall have been employed by the Bank for less than five years, the annual base salary paid to Executive for such periods shall, for purposes of this Section 3, be deemed to be equal to the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%). At the discretion election of Executive, upon an election pursuant to Section 3(e) hereof, Executive such payment may be made in a lump sum immediately upon severance of Executive's employment or paid, on a pro rata basis, semi-paid in equal monthly installments during the thirty-six (36) months following the Executive's terminationTermination. In the event that no election is made, payment to Executive will be made on a lump sum basis. (b) Upon If Executive resigns from employment with the occurrence of Holding Company or the Bank after one year following a Change in Control Control, and prior to an event of the Bank or the Company followed at any time during Termination as defined in Section 2(a), Executive shall receive severance benefits equal to six times Executive's current monthly taxable compensation; provided that such resignation from employment occurs within the term of this Agreement by Executive's voluntary or involuntary termination of employment, other than for Termination for CauseAgreement. In addition, the Bank shall cause to be continued life, health medical and disability coverage substantially identical to the coverage maintained by the Bank for Executive prior to his severance, except to the extent such coverage may be changed in its application to all Bank employees on a nondiscriminatory basis. Such coverage shall cease upon the earlier of six (6) full calendar months following Executive's obtaining similar coverage by another employer resignation or twelve (12) months from the date of Executive's termination. In Executive secures comparable employment by an employer other than the event the Executive obtains new employment and receives less coverage for life, health Holding Company or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period of twelve (12) months. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On . Notwithstanding the above, if Executive terminates employment upon an annual basis event of "Termination" as defined in Section 2(a), Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs of this Section 3, in the event that: (i) the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") would be deemed to include an "excess parachute payment" under Section 280G of the Internal Revenue Code of 1986 (the "Code") or any successor thereto, 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 (without such reduction) minus the amount of tax required to be paid by Executive thereon by Section 4999 of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction required hereby among the receive full Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have receivedAgreement.

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 due to: (1) Executive’s dismissal or (2) Executive’s voluntary termination pursuant to Section 2(a), other than for unless such termination is due to Termination for Cause, the Bank and the Holding Company shall pay 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 two (2) times Executive’s average annual compensation for the five most recent taxable years that Executive has been employed by the Bank or such lesser number of years in the event that Executive shall have been employed by the Bank for less than five years. Such average annual compensation shall include Base Salary, commissions, bonuses, contributions on Executive’s behalf to any pension and/or profit sharing plan, severance payments, retirement payments, 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 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 average annual base salary paid to Executive for the three (3) years immediately preceding Executive's termination. In the event the Executive has not been employed by the Bank or Holding Company during all or part of the three immediately preceding years, the annual base salary paid to Executive for such periods shall, for purposes of this Section 3, be deemed to be equal to the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%)compensation. At the discretion election of Executive, upon an which election pursuant is to Section 3(e) hereofbe made prior to a Change in Control, such payment may shall be made in a lump sum immediately upon severance of Executive's employment or paidsum. In the event that no election is made, payment to Executive will be made on a pro rata basis, semi-monthly basis in approximately equal installments during the thirty-six (36) months following the Executive's terminationremaining term of this Agreement. (b) 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 ’s voluntary or involuntary termination of employment, other than for Termination for Cause, the Bank shall cause to be continued life, health medical and disability coverage substantially identical to the coverage maintained by the Bank or Holding Company for Executive prior to his severance, 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 earlier expiration of Executive's obtaining similar coverage by another employer or twelve thirty-six (1236) full calendar months from the date Date of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period of twelve (12) monthsTermination. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs of this Section 3, in the no event that: (i) shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "“Termination Benefits"”) would be deemed to include constitute an "“excess parachute payment" ” under Section 280G of the Internal Revenue Code of 1986 (the "Code") or any successor thereto, and (ii) if and in order to avoid such a result Termination Benefits were reduced will be reduced, if necessary, to an amount (the "Non- “Non-Triggering Amount"”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "’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 (without such reduction) minus the amount of tax required to be paid by Executive thereon by Section 4999 of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amount. 280G. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have received.

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 employmentemployment due to: (1) Executive's dismissal or (2) Executive's voluntary termination pursuant to Section 2(a), other than for unless such termination is due to Termination for Cause, the Bank and the Holding Company shall pay 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 two (2) times Executive's average annual compensation for the five most recent taxable years that Executive has been employed by the Bank or such lesser number of years in the event that Executive shall have been employed by the Bank for less than five years. Such average annual compensation shall include Base Salary, commissions, bonuses, contributions on Executive's behalf to any pension and/or profit sharing plan, severance payments, retirement payments, director or committee fees and fringe benefits paid or to be paid to Executive in any such year and payment of any expense items without accountability or 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 average annual base salary paid to Executive for the three (3) years immediately preceding Executive's termination. In the event the Executive has not been employed by the Bank or Holding Company during all or part of the three immediately preceding years, the annual base salary paid to Executive for such periods shall, for purposes of this Section 3, be deemed to be equal to the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%)compensation. At the discretion election of Executive, upon an which election pursuant is to Section 3(e) hereofbe made prior to a Change in Control, such payment may shall be made in a lump sum immediately upon severance of Executive's employment or paidsum. In the event that no election is made, payment to Executive will be made on a pro rata basis, semi-monthly basis in approximately equal installments during the thirty-six (36) months following the Executive's terminationremaining term of this Agreement. (b) 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, health medical and disability coverage substantially identical to the coverage maintained by the Bank or Holding Company for Executive prior to his severance, 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 earlier expiration of Executive's obtaining similar coverage by another employer or twelve twenty-four (1224) full calendar months from the date Date of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period of twelve (12) monthsTermination. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs of this Section 3, in the no event that: (i) shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") would be deemed to include constitute an "excess parachute payment" under Section 280G of the Internal Revenue Code of 1986 (the "Code") or any successor thereto, and (ii) if and in order to avoid such a result Termination Benefits were reduced will be reduced, if necessary, to an amount (the "Non- Non-Triggering Amount"), the value of which is one 3 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 (without such reduction) minus the amount of tax required to be paid by Executive thereon by Section 4999 of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amount. 280G. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have received.

Termination Benefits. (a) Upon the occurrence of a Change in Control, Control (as defined in Section 2) followed by the Termination of Executive's employment at any time during the term of this Agreement by the voluntary or involuntary termination of Executive's employmentAgreement, other than for Termination for CauseCause (as defined in Section 2(c)), the Bank and the Holding Company shall be obligated to pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, subject to certain conditions set forth herein, as severance pay or liquidated damages, or both, a sum equal to three (3) 2.99 times the Executive's average annual base salary paid to Executive taxable compensation for the three five preceding taxable years that Executive has been employed with the Company or the Bank as reported on Form W-2 with the Internal Revenue Service (3"IRS") or such lesser number of years immediately preceding Executive's termination. In in the event the that Executive has not shall have been employed by with the Holding Company or the Bank or Holding Company during all or part of the three immediately preceding for less than five years, the annual base salary paid to Executive for such periods shall, for purposes of this Section 3, be deemed to be equal to the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%). At the discretion election of Executive, upon an election pursuant to Section 3(e) hereof, Executive such payment may be made paid in a lump sum immediately upon severance of Executive's employment or paid, on a pro rata basis, semi-in equal monthly installments during the thirty-six (36) months following the Executive's terminationTermination. In the event that no election is made, payment to Executive will be made on a lump sum basis. (b) Upon If Executive resigns from employment with the occurrence of Holding Company or the Bank after one year following a Change in Control Control, and prior to an event of the Bank or the Company followed at any time during Termination as defined in Section 2(a), Executive shall receive severance benefits equal to six times Executive's current monthly taxable compensation; provided that such resignation from employment occurs within the term of this Agreement by Executive's voluntary or involuntary termination of employment, other than for Termination for CauseAgreement. In addition, the Bank Holding Company shall cause to be continued life, health medical and disability coverage substantially identical to the coverage maintained by the Bank for Executive prior to his severance, except to the extent such coverage may be changed in its application to all Bank employees on a nondiscriminatory basis. Such coverage shall cease upon the earlier of six (6) full calendar months following Executive's obtaining similar coverage by another employer resignation or twelve (12) months from the date of Executive's termination. In Executive secures comparable employment by an employer other than the event the Executive obtains new employment and receives less coverage for life, health Holding Company or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period of twelve (12) months. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On . Notwithstanding the above, if Executive terminates employment upon an annual basis event of "Termination" as defined in Section 2(a), Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs of this Section 3, in the event that: (i) the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") would be deemed to include an "excess parachute payment" under Section 280G of the Internal Revenue Code of 1986 (the "Code") or any successor thereto, 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 (without such reduction) minus the amount of tax required to be paid by Executive thereon by Section 4999 of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction required hereby among the receive full Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have receivedAgreement.

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 Executive's ’s employment, other than for Termination for Cause, the Bank and the Holding Company shall be obligated to pay 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 two (32) times the Executive’s average annual base salary paid to Executive compensation for the three (3) five most recent taxable years immediately preceding Executive's termination. In the event the that Executive has not been employed by the Bank or Holding Company during all such lesser number of years in the event that Executive shall have been employed by the Bank for less than five years. Such annual compensation shall include Base Salary, commissions, bonuses, contributions on behalf of Executive to any pension and profit sharing plan, severance payments, director or part of the three immediately preceding years, the annual base salary committee fees and fringe benefits paid or to be paid to the Executive for during such periods shall, for purposes of this Section 3, be deemed to be equal to the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%)years. At the discretion election of Executive, upon an Executive which election pursuant is to Section 3(e) hereofbe made prior to a Change in Control, such payment may shall be made in a lump sum immediately upon severance of Executive's employment or paidsum. In the event that no election is made, payment to Executive will be made on a pro rata basis, semi-monthly basis in approximately equal installments during the thirty-six (36) months remaining term of this Agreement. Such payments shall not be reduced in the event Executive obtains other employment following the Executive's terminationtermination of employment. (b) 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 ’s termination of employment, other than for Termination for Cause, the Bank Holding Company shall cause to be continued life, health medical and disability coverage substantially identical to the coverage maintained by the Bank for Executive prior to his severance, except to the extent such coverage may be changed in its application to all Bank employees. Such coverage and payments shall cease upon expiration of thirty-six (36 ) full calendar months following the earlier Date of Executive's obtaining similar coverage by another employer or twelve (12) months from the date of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period of twelve (12) monthsTermination. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs of this Section 3, in the event that: (i) the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") would be Executive, which are deemed to include an "excess be parachute payment" under payments as defined in Section 280G of the Internal Revenue Code of 1986 1986, as amended (the "“Code"”) or any successor theretothereof, (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- “Non-Triggering Amount"”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "’s “base amount", ,” as determined in accordance with said Section 280G, G and the Non- 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 CodeCode and further minus (ii) the product of the Termination Benefits and the marginal rate of any applicable state and federal income tax, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by the Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have received.

Termination Benefits. In the event that: (aA) Upon the occurrence Company terminates your employment without Cause or you resign for Good Reason, both as defined below, and (B) the Date of Termination occurs after the earlier of (i) nine months from the Start Date, or (ii) the completion of an IPO (in either case the “Severance Commencement Date”); and (C) you enter into, do not revoke and comply with the terms of a Change separation agreement containing customary terms in Controla form provided by the Company which shall include a general release of claims against the Company and related persons and entities (the “Release”) and a ratification of your obligations under the Restrictive Covenant Agreement attached to this letter and nondisparagement, followed but which shall not otherwise impose any new obligations on you, then in addition to the Accrued Obligations, the Company will provide you with either: (y)(A) base salary and COBRA continuation (of the employer’s portion of the premium cost) for the twelve month period immediately following the Date of Termination; and (B) accelerated vesting of any then outstanding time based equity awards so that shares that would have vested at any time during on or before the term one year anniversary of this Agreement by the voluntary or involuntary termination Date of Executive's employment, other than for Termination for Cause, shall become vested as of the Bank Date of Termination (Section 8(y) A and the Company shall pay ExecutiveB are collectively “Severance Option 1”), 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 (z) one lump sum payment equal to three eighteen (318) times the average annual months of your base salary paid to Executive in effect on the Date of Termination and COBRA continuation (of the employer’s portion of the premium cost) for the three eighteen month period immediately following the Date of Termination (3) years immediately preceding Executive's termination“Severance Option 2”). In Severance Option 1 shall apply unless the event the Executive has not been employed by the Bank or Holding Company during Date of Termination occurs after all or part of the three immediately preceding yearsfollowing have occurred: the Severance Commencement Date, the annual base salary paid to Executive for such periods shall, for purposes of this Section 3, be deemed to be equal to the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%). At the discretion of Executive, upon an election pursuant to Section 3(e) hereof, such payment may be made in a lump sum immediately upon severance of Executive's employment or paid, on a pro rata basis, semi-monthly during the thirty-six (36) months following the Executive's termination. (b) Upon the occurrence of IPO and a Change in Control in which case Severance Option 2 shall apply. The first (or only) severance payment shall be made within 45 days after the Date of Termination. If Severance Option 1 applies and you miss a regular payroll period between the Bank or the Company followed at any time during the term Date of this Agreement by Executive's voluntary or involuntary termination of employment, other than for Termination for Causeand first severance payment date, the Bank first severance payment shall cause to be continued life, health and disability coverage substantially identical to the coverage maintained by the Bank include a “catch up” payment. Solely for Executive prior to his severance. Such coverage shall cease upon the earlier purposes of Executive's obtaining similar coverage by another employer or twelve (12) months from the date of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period of twelve (12) months. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs of this Section 3, in the event that: (i) the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") would be deemed to include an "excess parachute payment" under Section 280G 409A of the Internal Revenue Code of 1986 1986, as amended (the "“Code") or any successor thereto, and (ii) if such Termination Benefits were reduced to an amount (the "Non- Triggering Amount"”), each severance payment is considered a separate payment. For the value avoidance of which is one dollar ($1.00) less doubt, in the event your employment terminates for any reason other than an amount equal a termination by the Company without Cause or your resignation for Good Reason, in either case after the Severance Commencement Date, you will be entitled to three (3) times Executive's "base amount", as determined in accordance with said Section 280G, and the Non- Triggering Amount would Accrued Obligations but you will not be greater than the aggregate value entitled to any of the Termination Benefits (without such reduction) minus described in this Section 8. Notwithstanding anything herein to the amount of tax required to be paid by Executive thereon by Section 4999 contrary, in the event of the Codetermination of your employment for any reason, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation terms of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 MIP shall be determined by Executive. In the event that Executive receives the Non-Triggering Amount pursuant govern whether and to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed what extend you are entitled to have received an amount receive any amounts in excess respect of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have receivedMIP thereafter.

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 Executive's employment, other than for Termination for Cause, the Bank and the Company shall pay 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 (3) times the average annual base salary paid to Executive for the three (3) years immediately preceding Executive's termination. In the event the Executive has not been employed by the Bank or Holding Company during all or part of the three immediately preceding years, the annual base salary paid to Executive for such periods shall, for purposes of this Section 3, be deemed to be equal to the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%). At the discretion of Executive, upon an election pursuant to Section 3(e) hereof, such payment may be made in a lump sum immediately upon severance of Executive's employment or paid, on a pro rata basis, semi-monthly during the thirty-six (36) months following the Executive's termination. (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 voluntary or involuntary termination of employment, other than for Termination for Cause, the Bank shall cause to be continued life, health and disability coverage substantially identical to the coverage maintained by the Bank for Executive prior to his severance. Such coverage shall cease upon the earlier of Executive's obtaining similar coverage by another employer or twelve (12) months from the date of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period of twelve (12) months. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon the occurrence of a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs of this Section 3, in the event that: (i) the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") would be deemed to include an "excess parachute payment" under Section 280G of the Internal Revenue Code of 1986 (the "Code") or any successor thereto, 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 (without such reduction) minus the amount of tax required to be paid by Executive thereon by Section 4999 of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have received.

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 Executive's employment, other than for Termination for Cause, the Bank and the Holding Company shall be obligated to pay 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 (3) times the average TWO TIMES HIS THEN CURRENT ANNUAL SALARY. Such annual base salary compensation shall include any bonuses and any other compensation paid or to be paid to Executive for in any such year, the three (3) years immediately preceding Executive's termination. In the event the amount of benefits paid or accrued to Executive has not been employed pursuant to any employee benefit plan maintained by the Bank or Holding Company during all in any such year and the amount of any contributions made or part of the three immediately preceding years, the annual base salary paid to Executive for such periods shall, for purposes of this Section 3, be deemed to be equal made on behalf of Executive pursuant to any employee benefit plan maintained by the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%)Bank or the Holding Company in any such year. At the discretion election of Executive, upon an which election pursuant is to Section 3(e) hereofbe made prior to a Change in Control, such payment may shall be made in a lump sum immediately upon severance of Executive's employment or paidsum. In the event that no election is made, payment to Executive will be made on a pro rata basis, semi-monthly basis in approximately equal installments during the thirty-six (36) months following the Executive's terminationremaining term of this Agreement. (b) 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 the Executive's voluntary or involuntary termination of employment, other than for Termination for Cause, the Bank Holding Company shall cause to be continued life, health medical, dental and disability coverage substantially identical to the coverage maintained by the Bank for Executive prior to his severance. Such coverage shall cease upon the earlier of Executive's obtaining similar coverage by another employer or twelve (12) months from the date of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period his severance, except to the extent such coverage may be changed in its application to all Bank employees. Such coverage and payments shall cease upon expiration of twelve (12) monthsmonths following the Date of Termination. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs of this Section 3, in the event that: (i) the aggregate payments or benefits to be made or afforded to Executive under said paragraphs Executive, which are deemed to be parachute payments as defined in Section 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 Internal Revenue Code of 1986 (the "Code") or any successor thereto, ; and (ii) if such Termination Benefits were reduced to an amount (the "Non- 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, G and the Non- Non-Triggering Amount would be greater than the aggregate value of the Termination Benefits (without excluding such reduction) minus the amount of tax required to be paid by the Executive thereon by Section 4999 of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction required BANCORP CHANGE IN CONTROL -CARL X. XXXXXX, XXI hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by the Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have received.

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 Executive's ’s employment, other than for Termination for Cause, the Bank and the Holding Company shall be obligated to pay 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 two (32) times the Executive’s average annual base salary paid to Executive compensation for the three (3) five most recent taxable years immediately preceding Executive's termination. In the event the that Executive has not been employed by the Bank or Holding Company during all or part such lesser number of years in the three immediately preceding event that Executive shall have been employed by the Bank for less than five years, the . Such annual base salary compensation shall include Base Salary and annual bonuses paid to the Executive for during such periods shall, for purposes of this Section 3, be deemed to be equal to the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%)years. At the discretion of Executive, upon an election pursuant to Section 3(e) hereof, such payment may Such payments shall be made in a lump sum immediately upon severance within five business days of Executive's the Date of Termination, subject to delayed payment pursuant to Section 18 hereof, if applicable. Such payments shall not be reduced in the event Executive obtains other employment or paid, on a pro rata basis, semi-monthly during the thirty-six (36) months following the Executive's terminationtermination of employment. (b) 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 ’s termination of employment, other than for Termination for Cause, the Bank Holding Company shall cause to be continued life, health medical and disability coverage substantially identical to the coverage maintained by the Bank for Executive prior to his severance, except to the extent such coverage may be changed in its application to all Bank employees. Such coverage and payments shall cease upon expiration of twenty-four (24) full calendar months following the earlier Date of Executive's obtaining similar coverage Termination. If the provision of any of the benefits covered by another employer or twelve this Section 3(b) would trigger the 20% excise tax and interest penalties under Section 409A of the Internal Revenue Code, as amended (12the “Code”) months from then the date benefit(s) that would trigger such tax and interest penalties shall not be provided (collectively the “Excluded Benefits”), and in lieu of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disabilityExcluded Benefits, the Bank shall provide coverage substantially identical will pay to the coverage maintained by Executive, in a lump sum within thirty business days following termination of employment or thirty business days after such determination, should it occur after termination of employment, a cash amount equal to the Bank for cost to the Executive prior Holding Company of providing the Excluded Benefits. Such lump sum payment will be subject to termination for a period of twelve (12) monthsdelayed payment pursuant to Section 18 hereof, if applicable. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs of this Section 3, in the event that: (i) the aggregate payments or benefits to be made or afforded to Executive under said paragraphs Executive, which are deemed to be parachute payments as defined in Section 280G of the Code or any successor thereof, (the "“Termination Benefits"”) would be deemed to include an "“excess parachute payment" ” under Section 280G of the Internal Revenue Code of 1986 (the "Code") or any successor thereto, ; and (ii) if such Termination Benefits were reduced to an amount (the "Non- “Non-Triggering Amount"”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "’s “base amount", ,” as determined in accordance with said Section 280G, G and the Non- 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 CodeCode and further minus (ii) the product of the Termination Benefits and the marginal rate of any applicable state and federal income tax, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have receivedHolding Company.

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 Executive's employment, employment (other than for Termination for Cause), or voluntary termination during the term of this Agreement as provided by Section 2(a) of this Agreement, the Bank and the Holding Company shall be obligated to pay Executive, or in the event of his her subsequent death, his her beneficiary or beneficiaries, or his her estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to three (3) times the Executive's average annual base salary paid to Executive compensation for the three (3) five most recent taxable years immediately preceding Executive's termination. In the event the that Executive has not been employed by the Bank or Holding Company during all or part such lesser number of years in the three immediately preceding event that Executive shall have been employed by the Holding Company for less than five years. For this purpose, the 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 Executive or paid for such periods shall, for purposes of this Section 3, be deemed to be equal to the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%)benefit during any such year. At the discretion election of Executive, upon an which election pursuant is to Section 3(e) hereofbe made prior to a Change in Control, such payment may shall be made in a lump sum immediately upon severance of Executive's employment or paid, on an annual basis in approximately equal installments over a pro rata basis, semi-monthly during the thirty-six three (363) months following the Executive's terminationyear period. (b) Upon the occurrence of a Change in Control of the Bank Institution or the Holding Company followed at any time during the term of this Agreement by Executive's voluntary or involuntary termination of employmentemployment in accordance with paragraph (a) of this Section 3, other than for Termination for Cause, the Bank Holding Company shall cause to be continued life, health medical and disability coverage substantially identical to the coverage maintained by the Bank Institution or Holding Company for Executive prior to his her 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 earlier expiration of Executive's obtaining similar coverage by another employer or twelve thirty-six (1236) full calendar months from the date Date of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period of twelve (12) monthsTermination. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs of this Section 3, in the event that: (i) the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") would be deemed to include an "excess parachute payment" under Section 280G of the Internal Revenue Code of 1986 (the "Code") or any successor thereto, 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 (without such reduction) minus the amount of tax required to be paid by Executive thereon by Section 4999 of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have received.

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 voluntary Company or involuntary termination of Executive's employmentAssociation, other than for Termination for 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 Bank and Executive becomes eligible for benefits under Section 3(a) above, the Company or Association shall be obligated to pay 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 six (36) times months of the average Executive's then current annual compensation. Such annual compensation shall include base salary salary, auto allowance, any bonuses in the form of cash or stock grants paid or to be paid to Executive for in any such year, and the three (3) years immediately preceding Executive's termination. In the event the amount of benefits paid or accrued to Executive has not been employed pursuant to any qualified or non-qualified employee benefit plan maintained by the Bank Company or Holding Company during all or part of the three immediately preceding years, the annual base salary paid to Executive for Association in any such periods shall, for purposes of this Section 3, be deemed to be equal to the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%)year. At the discretion election of Executive, upon an Executive which election pursuant is to Section 3(e) hereofbe made prior to a Change in Control, such payment may be made in a lump sum immediately upon severance 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's employment or paid, on a pro rata basis, semi-monthly during the thirty-six (36) months following the Executive's termination. (bc) Upon If the occurrence of a Change in Control of the Bank or Executive becomes eligible for benefits under Section 3(a) above, the 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 Association shall cause to be continued lifemedical, health dental, vision, short term disability, and long term disability coverage substantially identical similar to the coverage maintained by the Bank Company or Association for Executive prior to his severance, except to the extent such coverage may be changed in its application to all Company or Association employees. Such coverage and payments shall cease upon expiration of six (6) full calendar months following the earlier Date of Executive's obtaining similar coverage by another employer or twelve (12) months from the date of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period of twelve (12) months. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plansTermination. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs provisions of this Section 3, in the event that: (i) the aggregate payments or benefits to be made or afforded to Executive under said paragraphs Executive, which are deemed to be parachute payments as defined in Section 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 Internal Revenue Code of 1986 (the "Code") or any successor thereto, ; and (ii) if such Termination Benefits were reduced to an amount (the "Non- 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, G and the Non- Non-Triggering Amount would be greater than the aggregate value of the Termination Benefits (without excluding such reduction) minus the amount of tax required to be paid by the Executive thereon by Section 4999 of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined solely by the Internal Revenue Service or judicial authority that Executive at Executive's discretion. (e) If the Executive's employment is deemed to have received an amount in excess terminated by reason of Executive's voluntary resignation, all of the Non-Triggering Amount, Company's and Association's obligations hereunder shall terminate upon the Bank date the Executive ceases to be employed as a result of such voluntary resignation. Executive shall be entitled to no additional compensation beyond that generally available to all or Company shall pay to Executive an amount equal to the value substantially all of the payments or benefits in excess full-time employees of the Non-Triggering Amount he is so deemed Company or Association at that time, and Executive shall only be entitled to have receivedthat compensation and benefits earned and vested at the date of such voluntary resignation.

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 Executive's employment’s employment due to: (1) Executive’s dismissal or (2) Executive’s voluntary termination pursuant to Section 2(a), other than for unless such termination is due to Termination for Cause, the Bank and the Holding Company shall pay 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 two (32) times the Executive’s average annual base salary paid to Executive compensation for the three (3) five most recent taxable years immediately preceding Executive's termination. In the event the that Executive has not been employed by the Bank Institution or such lesser number of years in the event that Executive shall have been employed by the Institution for less than five years. Such annual compensation shall include base salary, commissions, bonuses, any other cash compensation, contributions or accruals on behalf of Executive to any pension and/or profit sharing plan, severance payments, retirement payment, director or committee fees and fringe benefits paid or to be paid to the Executive in any such year and payment of any expense item without accountability or business purpose or that do not meet the Internal Revenue Service requirements for deductibility by the Holding Company during all or part of the three immediately preceding years, the annual base salary paid to Executive for such periods shall, for purposes of this Section 3, be deemed to be equal to the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%)Institution. At the discretion election of Executive, upon an Executive which election pursuant is to Section 3(e) hereofbe made prior to a Change in Control, such payment may shall be made in a lump sum immediately upon severance as of Executive's employment or paid’s Date of Termination. In the event that no election is made, payment to Executive will be made on a pro rata basis, semi-monthly basis in approximately equal installments during the thirty-six (36) months following the Executive's terminationremaining term of this Agreement. (b) Upon the occurrence of a Change in Control of the Bank Institution or the Holding Company followed at any time during the term of this Agreement by Executive's voluntary or involuntary ’s termination of employment, other than for Termination for Cause, the Bank Holding Company shall cause to be continued life, health life and disability medical coverage substantially identical equivalent to the coverage maintained by the Bank Institution for Executive prior to his severance, except to the extent such coverage may be changed in its application to all Institution employees on a nondiscriminatory basis. Such coverage and payments shall cease upon expiration of twenty-four (24) full calendar months following the earlier Date of Executive's obtaining similar coverage by another employer or twelve (12) months from the date of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period of twelve (12) monthsTermination. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs of this Section 3, in the event that: (i) the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") would be Executive, which are deemed to include an "excess be parachute payment" under payments as defined in Section 280G of the Internal Revenue Code of 1986 1986, as amended (the "“Code"”) or any successor theretothereof, (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- “Non-Triggering Amount"”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "’s “base amount", ,” as determined in accordance with said Section 280G, G and the Non- 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 CodeCode and further minus (ii) the product of the Termination Benefits and the marginal rate of any applicable state and federal income tax, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by the Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have received.

Termination Benefits. (a) Upon The Executive shall be entitled to the occurrence of severance and benefits provided for in this Section 3 if either in connection with or following a Change in Control, followed at any time Control (as herein defined) during the term of this Agreement Agreement: (i) the Executive is terminated by the voluntary Bank or involuntary termination of Executive's employmentits successor, other than for Termination for Cause, or (ii) the Bank and the Company Executive is Constructively Discharged. The Executive shall pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as be entitled to severance pay or liquidated damages, or both, a sum equal to three two (32) times the sum of: (i) the average annual of the two preceding years' base salary salary, calculated for the two year period immediately preceding the date such amount is to be determined; plus (ii) the highest bonus paid to the Executive during the two preceding years, calculated for the two year period immediately preceding the date such amount is to be determined; plus (iii) the sum of the Bank's contributions to the Bank's Employee Stock Ownership Plan and the Bank's 401(k) Plan (and not the Executive's contributions to the 401(k) Plan) made on behalf of the Executive for the three (3) years two year period immediately preceding Executive's terminationthe date such amount is to be determined, divided by two (2). In the event For purposes of determining base salary under this Subsection, the Executive has not been employed by the Bank or Holding Company during all or part of the three immediately preceding years, the annual base salary paid to Executive for such periods shall, for purposes of this Section 3, shall be deemed to be equal to have been paid during any period of leave at the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases rate in effect as of ten percent (10%). At the discretion of Executive, upon an election pursuant to Section 3(e) hereof, such payment may be made in a lump sum immediately upon severance of Executive's employment or paid, on a pro rata basis, semi-monthly during date the thirty-six (36) months following the Executive's terminationleave commenced. (b) Upon In addition to 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 voluntary or involuntary termination of employment, other than for Termination for Cause, amount determined under subsection (a) the Bank shall cause to be continued the Executive's life, health medical, dental and disability coverage substantially identical to the coverage maintained by the Bank for Executive prior to his severance. Such coverage shall cease upon the earlier of Executive's obtaining similar coverage by another employer or twelve (12) months from the date of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to Executive's termination. Such coverage shall cease upon the expiration of the earlier of: (i) twenty-four (24) months; or (ii) Executive's employment by another employer and coverage under plans that provided Executive with substantially identical coverage. (c) The amount payable under subsection (a) hereof shall be paid to the Executive, or in the event of Executive's subsequent death, his beneficiary or beneficiaries, or his estate as the case may be. Payment shall be made in one lump sum within ten (10) business days of the Executive's Date of Termination; provided, however, that the Executive may elect, prior to termination for a period of twelve employment and the right to receive any amounts hereunder, to have the amount payable in equal monthly installments over twenty-four (1224) months. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs of this Section 33 and except as provided in this subsection (d), in the event that: (i) that it shall be determined that any payment, benefit or other entitlement under this Agreement and any other plan or arrangement of the aggregate payments Bank or benefits to be made or afforded to Executive under said paragraphs the Company (the "Termination BenefitsTotal Payments") would be deemed to include constitute an "excess parachute paymentExcess Parachute Payment" under within the meaning of Section 280G of the Internal Revenue Code of 1986 1986, as amended (the "Code") and thereby be subject to the excise tax imposed by Section 4999 of the Code or any similar successor provision or any interest or penalties with respect to such excise tax (collectively the "Excise Tax"), then, except in the case of a de Minimus Excess Amount (as defined below), the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of all taxes imposed upon the Gross-Up Payment (including any federal, state and local income, payroll and excise taxes and any interest or penalties imposed with respect to such taxes), the Executive retains an amount of the Gross Up Payment equal to the Excise Tax imposed upon the Total Payments (not including any Gross-Up Payment). If, at a later date, the Internal Revenue Service assesses a deficiency against the Executive for the Excise Tax which is greater than that which was determined at the time such amounts were paid, then the Bank shall pay to the Executive the amount of such unreimbursed Excise Tax plus any interest, penalties and reasonable professional fees or expenses incurred by the Executive as a result of such assessment, including all such taxes with respect to any such additional amount. The highest marginal tax rate applicable to individuals at the time of the payment of such amounts will be used for purposes of determining the federal and state income and other taxes with respect thereto. The Bank shall withhold from any amounts paid under this Agreement the amount of any Excise Tax or other federal, and state or local taxes then required to be withheld. Computations of the amount of the Gross-Up Payment paid under this subparagraph shall be conclusively made by the Bank's independent accountants, in consultation, if necessary, with the Bank's independent legal counsel. If, after the Executive receives any Gross-Up Payment or other amount pursuant to this subparagraph, the Executive receives any refund with respect to the Excise Tax, the Executive shall promptly pay the Bank the amount of such refund within ten (ii10) if days of receipt by the Executive. Notwithstanding the foregoing, in the event that the amount by with the present value of the Total Payments which would constitute an Excess Parachute Payment is less than 3% of the Total Payments, then such Termination Benefits were Excess Parachute Payment shall be deemed to be a "de Minimus Excess Amount" and the Executive shall not be entitled to a Gross-Up Payment. In such a case, the Total Payments will be reduced to an amount (the "Non- 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 Code Section 280G, and ; provided that such reduction shall not be made unless the Non- Non-Triggering Amount would be greater than the aggregate value of the Termination Benefits Total Payments (without such reduction) minus the amount of tax Excise Tax required to be paid by Executive thereon by Section 4999 of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amountthereon. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 sentence shall be determined by the Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have received.

Termination Benefits. If Employee’s employment is terminated by (a1) 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 Executive's employment, other than for Termination for Cause, the Bank and the Company shall pay 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 (3) times the average annual base salary paid to Executive for the three (3) years immediately preceding Executive's termination. In the event the Executive has not been employed by the Bank or Holding Company during all or part of the three immediately preceding years, the annual base salary paid to Executive for such periods shall, for purposes of this Section 3, be deemed to be equal to the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%). At the discretion of Executive, upon an election pursuant to Section 3(e15(a) hereof, such payment may be made in a lump sum immediately upon severance of Executive's employment or paid, on a pro rata basis, semi-monthly during the thirty-six (36) months following the Executive's termination. (b) Upon the occurrence of a Change in Control of the Bank or for any reason noted above other than by the Company followed at any time during the term of this Agreement for “cause” or (2) by Executive's voluntary or involuntary termination of employmentEmployee for “Good Reason”, other than for Termination for Cause, the Bank shall cause to be continued life, health and disability coverage substantially identical to the coverage maintained by the Bank for Executive prior to his severance. Such coverage shall cease upon the earlier of Executive's obtaining similar coverage by another employer or twelve (12) months from the date of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period of twelve (12) months. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive Employee will be entitled to receive the following benefits under as severance (the Bank's Management Recognition “Severance Benefits”): (i) Eighteen (18) months’ salary at Employee’s then current annual salary level, (housing allowance, pension and Retention Plansother agreed contributions will be considered as part of employees’ salary). The Company shall also maintain the health insurance coverage set forth in Section 9 for eighteen months following the termination of Employee’s employment. (eii) On an annual basis Executive Payment of any salary, expenses, allowances and benefits accrued by Employee up to the date of the termination; (iii) The immediate vesting and release without restriction as of the date of termination of any unvested unreleased portion of any equity securities of the Company granted by the Company to Employee. In addition any outstanding options granted by the Company to Employee shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant go to such sections. Such election shall be irrevocable for the year for which such election is madetheir full term. (fiv) Notwithstanding If the preceding paragraphs Company gives Employee notice of this termination other than for “cause,” or if Employee gives the Company notice of termination for “Good Reason,” in either case within one (1) year after a change of control has occurred, the Severance Benefit will be extended by six (6) months to a total of twenty-four (24) months. If Employee’s employment is terminated by Employee for any reason pursuant to Section 315(a) noted above other than for “Good Reason”, in Employee shall be entitled to receive the event thatfollowing benefits as termination benefits after the notice period: (i) Six (6) months’ salary at Employee’s then-current annual salary level, (housing allowance, pension, and other agreed contributions will be considered as part of Employees’ salary). The Company shall also maintain the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (health insurance coverage set forth in Section 9 for six months following the "Termination Benefits") would be deemed to include an "excess parachute payment" under Section 280G termination of the Internal Revenue Code of 1986 (the "Code") or any successor thereto, andEmployee’s employment. (ii) if such Termination Benefits were reduced Payment of any salary, expenses, allowances and benefits accrued by Employee up 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 date of the Termination Benefits termination; and (iii) The immediate vesting and release without such reduction) minus the amount of tax required to be paid by Executive thereon by Section 4999 restriction as of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation date of termination of any unvested unreleased portion of any equity securities of the reduction required hereby among the Termination Benefits provided Company granted by the preceding paragraphs of this Section 3 shall be determined by Executive. In the event that Executive receives the Non-Triggering Amount pursuant Company to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have receivedEmployee.

Termination Benefits. (a) Upon the occurrence of a Change in ControlControl of the Bank or the Company, followed at any time during the term of this Agreement by the involuntary or voluntary or involuntary termination of the Executive's employment, other than for Termination for Cause, or the voluntary termination of the Executive's employment with the Bank and following the relocation of the Executive's principal place of employment by more than fifty (50) miles from its location immediately prior to the Change in Control, the Company shall pay to Executive, or in the event of his the Executive's subsequent death, his his/her beneficiary or beneficiaries, or his estate, his/her estate as the case may be, as severance pay or as liquidated damages, or both, a sum equal to three one and one half (31 1/2) times the average annual base Executive's current Base Salary including the amount of any salary paid deferred by Executive pursuant to Executive any deferred compensation arrangement. At the election of the Executive, which election is to be made within thirty (30) days of the date of this Agreement, and during the month of January in each year and which election is irrevocable for the three calendar year in which it is made, payments under Section 3 of this Agreement shall be made in a lump sum within thirty (330) years immediately preceding days of the date of severance of Executive's employment, or paid in equal monthly installments during twelve months following the Executive's termination. In the event that no election is made, payment to the Executive has not been employed by will be made on a monthly basis during the Bank or Holding Company during all or part of the three immediately preceding years, the annual base salary paid to Executive for such periods shall, for purposes remaining term of this Section 3, be deemed to be equal to the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%). At the discretion of Executive, upon an election pursuant to Section 3(e) hereof, such payment may be made in a lump sum immediately upon severance of Executive's employment or paid, on a pro rata basis, semi-monthly during the thirty-six (36) months following the Executive's terminationAgreement. (b) Upon the occurrence of a Change in Control of the Bank or the Company followed at any time during the term of on this Agreement by the Executive's voluntary or involuntary termination of employmentemployment with the Bank, other than for Termination for Cause, the Bank shall cause to be continued life, health medical, dental, and disability coverage substantially identical to the coverage maintained by the Bank for Executive prior to his severance. Such coverage shall cease upon the earlier of Executive's obtaining similar coverage by another employer or twelve (12) months from the date of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide insurance coverage substantially identical to the coverage maintained by the Bank for the Executive prior to severance. Such coverage and payments shall cease upon the expiration of thirteen months after termination for a period of twelve (12) monthsemployment. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs of this Section 3, in the event that: (i) the aggregate if payments under this Agreement, together with any other payments received or benefits to be made or afforded to received by the Executive under said paragraphs (the "Termination Benefits") in connection with a Change in Control would be deemed to include an "excess parachute payment" under pursuant to Section 280G of the Internal Revenue Code of 1986 (the "Code") or any successor thereto, 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 (without such reduction) minus the amount of tax required to be paid by Executive thereon by Section 4999 of the Codeamended, then the Termination Benefits benefits under this Agreement shall be reduced (to not less than zero) to the Non-Triggering Amountextent necessary to avoid the payment of an excess parachute payment by the Bank. The Executive shall determine the allocation of such reduction among payments to the reduction required hereby among the Termination Benefits Executive. The Bank shall be entitled to rely on calculations provided by the preceding paragraphs of this Section 3 its independent auditors as to whether payments to Executive would constitute excess parachute payment, which shall be determined by binding on Executive. In the event that . (d) Any payments made to Executive receives the Non-Triggering Amount pursuant to this paragraph (fAgreement, or otherwise, are subject to and conditioned upon their compliance with 12 USC Section 1828(k) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have receivedany regulations promulgated thereunder.

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, other than for Termination for Cause, the Bank and the Company 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 (3) times the average his then current annual base salary paid to Executive for the three (3) years immediately preceding Executive's termination. In the event the Executive has not been employed by the Bank or Holding Company during all or part of the three immediately preceding years, the annual base salary paid to Executive for such periods shall, for purposes of this Section 3, be deemed to be equal to the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%)salary. At the discretion election of Executive, upon an election pursuant to Section 3(e) hereof, the Executive such payment may be made in a lump sum immediately upon severance of Executive's employment or paid, on a pro rata basis, semi-paid in equal monthly installments during the thirty-six twelve (3612) months following the Executive's termination. In the event that no election is made, payment to the Executive will be in equal monthly installments. (b) Upon the occurrence of a Change in of Control of the Bank or the Holding 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, health medical, dental and disability coverage substantially identical to the coverage maintained by the Bank for Executive prior to his severance. Such coverage shall cease upon the earlier of Executive's obtaining similar coverage by another employer or twelve (12) months from the date of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period his severance, except to the extent such coverage may be changed in its application to all Bank employees. Such coverage and payments shall cease upon the earlier of the expiration of twelve (12) monthsmonths or the Executive obtaining other coverage. (c) Upon A the occurrence effective date of a Change the Agreement and prior to December 31st each year thereafter, Executive shall make the election referred to in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or any other employee benefit plan Section 4(a) hereof with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event whether any amounts are payable under Sections 3(asaid Section 4(a) hereof, such amounts during the following year shall be paid in a lump sum or on a pro rata basis pursuant to such sectionsmonthly basis. Such election shall be irrevocable for the year for which such election is mademade and shall continue in effect until the executive has made his next annual election. (fd) Notwithstanding the preceding paragraphs of this Section 34, in the no event that: (i) shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") would be deemed to include constitute an "excess parachute payment" under Section 280G of the Internal Revenue Code of 1986 (the "Code") code or any successor thereto, and (ii) if and in order to avoid such a result Termination Benefits were reduced will be reduced, if necessary, to an amount (the "Non- 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 (without such reduction) minus the amount of tax required to be paid by Executive thereon by Section 4999 of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amount. 280G. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 4 shall be determined by the Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have received.

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 Executive's ’s employment, other than for Termination for Cause, the Bank and the Company shall pay 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 (3) times the average annual base salary compensation paid to Executive for the three (3) years immediately preceding Executive's ’s termination. In the event the Executive has not been employed by the Bank or Holding Company during all or part For purposes of the three immediately preceding yearssentence, the annual compensation shall include only base salary paid to Executive for such periods shall, for purposes of this Section 3, be deemed to be equal to the Executive's initial base salary upon commencing employment adjusted to reflect assumed plus annual base salary increases of ten percent (10%)cash bonus payments. At the discretion of Executive, upon an election pursuant to Section 3(e) hereof, such payment may be made in a lump sum immediately upon severance of Executive's ’s employment or paid, on a pro rata basis, semi-monthly during the thirty-six (36) months following the Executive's ’s termination. (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 ’s voluntary or involuntary termination of employment, other than for Termination for Cause, the Bank shall cause to be continued life, health and disability coverage substantially identical to the coverage maintained by the Bank for Executive and his or her dependents prior to his severance. Such coverage shall cease upon the earlier of Executive's ’s obtaining similar coverage by another employer or twelve (12) months from the date of Executive's ’s termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive and his or her dependents prior to termination for a period of twelve (12) monthsmonths from the date of Executive’s termination. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan ’s stock option plans or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans.[INTENTIONALLY LEFT BLANK] (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs of this Section 3, in the event that: it shall be determined that any payment or distribution of any type to or for the benefit of the Executive by the Bank, any of its affiliates, or any person who acquires ownership or effective control of the Bank or Holding Company or ownership of a substantial portion of the Bank’s or Holding Company’s assets (i) within the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") would be deemed to include an "excess parachute payment" under meaning of Section 280G of the Internal Revenue Code of 1986 (Code, and the "Code"regulations thereunder) or any affiliate of such person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the “Total Payments”), is subject to the excise tax imposed by Section 4999 of the Code or any similar successor theretoprovision or any interest or penalties with respect to such excise tax (such excise tax, and together with any such interest and penalties, are collectively referred to as the “Excise Tax”), then, except in the case of a Deminimus Excess Amount (iias described below), the Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) if in an amount such Termination Benefits were that after payment by the Executive of all taxes imposed upon the Gross-Up Payment (including any federal, state and local income, payroll or excise taxes and any interest or penalties imposed with respect to such taxes), the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Total Payments (not including any Gross-Up Payment). In the event that the amount by which the present value of the Total Payments which constitute “parachute payments” (within the meaning of Section 280G of the Code ) (the “Parachute Payments”) exceeds three (3) times the Executive’s “base amount” (within the meaning of Section 280G of the Code) (the “Base Amount”) is less than 3% of the amount determined under Section 3(a) of this Agreement, such excess shall be deemed to be a Deminimus Excess Amount and the Executive shall not be entitled to a Gross-Up Payment. In such an instance, the Parachute Payments shall be reduced to an amount (the "Non- “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 ’s Base Amount; provided that such reduction shall not be made unless the Non- Non-Triggering Amount would be greater than the aggregate value of the Termination Benefits Parachute Payments (without such reduction) minus the amount of tax Excise Tax required to be paid by Executive thereon by Section 4999 of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amountthereon. The allocation of the reduction required hereby among shall be made by reducing the Termination Benefits provided by amount payable under Section 3(a) of this Agreement. All determinations as to the preceding portion, if any, of the Total Payments which constitute Parachute Payments, whether a Gross-Up Payment is required, the amount of such Gross-Up Payment, the amount of any reduction, and any amounts relevant to the foregoing paragraphs of this Section 3 3(f) shall be determined made by an independent accounting firm selected by the Bank, which may be the accounting firm then regularly retained by the Bank (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations, regarding the amount of any Gross-Up Payment and any other relevant matter, both to the Bank and the Executive, within five (5) days of a date of termination, if applicable, or such earlier time as requested by the Bank or the Executive (if the Executive reasonably believes that any of the Total Payments may be subject to the Excise Tax). Any determinations by the Accounting Firm shall be binding upon the Bank and the Executive. In As a result of uncertainty in the event that Executive receives application of Section 280G and 4999 of the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined Code at the time of the initial determination by the Accounting Firm hereunder, or as a result of a subsequent determination by the Internal Revenue Service or a judicial authority authority, it is possible that Executive is deemed to the Bank should have received an made Gross-Up Payments (“Underpayments”), or that Gross-Up Payments will have been made by the Bank which should not have been made (“Overpayments”). In either such event, the Accounting Firm shall determine the amount in excess of the Non-Triggering AmountUnderpayment or Overpayment that has occurred. In the case of the Underpayment, the amount of such Underpayment shall be promptly paid by the Bank to or Company shall pay for the benefit of the Executive. In the case of an Overpayment, the Executive shall, at the direction and expense of the Bank, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, the Bank, and otherwise reasonably cooperate with the Bank to Executive an amount equal correct such Overpayment, including repayment of such Overpayment to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have receivedBank.

Termination Benefits. (a) Upon the occurrence of a Change in ControlControl of the Bank or the Company, followed at any time during the term of this Agreement by the involuntary or voluntary or involuntary termination of the Executive's employment, other than for Termination for Cause, or the voluntary termination of the Executive's employment with the Bank and following the relocation of the Executive's principal place of employment by more than fifty (50) miles from its location immediately prior to the Change in Control, the Company shall pay to Executive, or in the event of his the Executive's subsequent death, his his/her beneficiary or beneficiaries, or his estate, his/her estate as the case may be, as severance pay or as liquidated damages, or both, a sum equal to three one (31) times the average annual base Executive's current Base Salary including the amount of any salary paid deferred by Executive pursuant to Executive any deferred compensation arrangement. At the election of the Executive, which election is to be made within thirty (30) days of the date of this Agreement, and during the month of January in each year and which election is irrevocable for the three calendar year in which it is made, payments under Section 3 of this Agreement shall be made in a lump sum within thirty (330) years immediately preceding days of the date of severance of Executive's employment, or paid in equal monthly installments during twelve months following the Executive's termination. In the event that no election is made, payment to the Executive has not been employed by will be made on a monthly basis during the Bank or Holding Company during all or part of the three immediately preceding years, the annual base salary paid to Executive for such periods shall, for purposes remaining term of this Section 3, be deemed to be equal to the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%). At the discretion of Executive, upon an election pursuant to Section 3(e) hereof, such payment may be made in a lump sum immediately upon severance of Executive's employment or paid, on a pro rata basis, semi-monthly during the thirty-six (36) months following the Executive's terminationAgreement. (b) Upon the occurrence of a Change in Control of the Bank or the Company followed at any time during the term of on this Agreement by the Executive's voluntary or involuntary termination of employmentemployment with the Bank, other than for Termination for Cause, the Bank shall cause to be continued life, health medical, dental, and disability coverage substantially identical to the coverage maintained by the Bank for Executive prior to his severance. Such coverage shall cease upon the earlier of Executive's obtaining similar coverage by another employer or twelve (12) months from the date of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide insurance coverage substantially identical to the coverage maintained by the Bank for the Executive prior to severance. Such coverage and payments shall cease upon the expiration of thirteen months after termination for a period of twelve (12) monthsemployment. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs of this Section 3, in the event that: (i) the aggregate if payments under this Agreement, together with any other payments received or benefits to be made or afforded to received by the Executive under said paragraphs (the "Termination Benefits") in connection with a Change in Control would be deemed to include an "excess parachute payment" under pursuant to Section 280G of the Internal Revenue Code of 1986 (the "Code") or any successor thereto, 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 (without such reduction) minus the amount of tax required to be paid by Executive thereon by Section 4999 of the Codeamended, then the Termination Benefits benefits under this Agreement shall be reduced (to not less than zero) to the Non-Triggering Amountextent necessary to avoid the payment of an excess parachute payment by the Bank. The Executive shall determine the allocation of such reduction among payments to the reduction required hereby among the Termination Benefits Executive. The Bank shall be entitled to rely on calculations provided by the preceding paragraphs of this Section 3 its independent auditors as to whether payments to Executive would constitute excess parachute payment, which shall be determined by binding on Executive. In the event that . (d) Any payments made to Executive receives the Non-Triggering Amount pursuant to this paragraph (fAgreement, or otherwise, are subject to and conditioned upon their compliance with 12 USC Section 1828(k) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have receivedany regulations promulgated thereunder.

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, other than for Termination for Cause, the Bank and the Company shall pay to 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 (3) times the average of the Executive's three preceding years' annual base salary paid to Executive for the three (3) years immediately preceding Executive's termination. In the event the Executive has not been employed by from the Bank or Holding Company during all or part and the Company, including the amount of the three immediately preceding years, the annual base any salary paid deferred by Executive pursuant to Executive for such periods shall, for purposes of this Section 3, be deemed to be equal to the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%)any deferred compensation arrangement. At the discretion election of the Executive, upon an which election pursuant is to be made within thirty (30) days of the date of this Agreement, and during the month of January in each year, and which election is irrevocable for the calendar year in which it is made, payments under Section 3(e) hereof, such payment may 3 of this Agreement shall be made in a lump sum immediately upon within thirty (30) days of the date of severance of Executive's employment employment, or paid, on a pro rata basis, semi-paid in equal monthly installments during the thirty-six (36) months following the Executive's termination. In the event that no election is made, payment to the Executive will be made on a monthly basis during the remaining term of this Agreement. (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 the Executive's voluntary or involuntary termination of employment, other than for Termination for Cause, the Bank Company shall cause to be continued life, health medical, dental and disability coverage substantially identical to the coverage maintained by the Bank for Executive prior to his severance. Such coverage shall cease upon the earlier of Executive's obtaining similar coverage by another employer or twelve (12) months from the date of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to his severance. Such coverage and payments shall cease upon expiration of thirty-six (36) months after termination for a period of twelve (12) monthsemployment. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs of this Section 3, in the event that: (i) the aggregate payments or benefits to be made or afforded to Executive under said paragraphs paragraph (the "Termination Benefits") would be deemed to include an "excess parachute payment" under Section 280G of the Internal Revenue Code of 1986 (the "Code") or any successor thereto, and (ii) if such Termination Benefits were reduced to an amount (the "Non- 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- Non-Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus the amount of tax required to be paid by Executive thereon by Section 4999 of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by the Executive. (d) Upon the occurrence of a Change in Control followed by the voluntary or involuntary termination of Executive's employment, other than for Cause, the Company shall pay, or cause the Bank to pay, Executive an Accelerated Retirement Benefit. In Such benefit shall be the event that greater of (A) fifty percent (50%) of the Accelerated Retirement Benefit described below, or (b) Executive's retirement benefit payable under the qualified pension plan of the Bank, plus any benefit payable from any qualified or non- qualified retirement plans or programs maintained by the Bank other than said qualified pension plan, at his actual age upon severance of employment, whichever is greater. The Accelerated Retirement Benefit shall be a benefit calculated pursuant to the provisions of the Bank's qualified pension plan at the time of severance and shall consist of a benefit payable at age sixty-five (65) and assuming Executive receives had attained age sixty-five (65) and worked for the NonBank from his date of hire to age sixty-Triggering Amount five (65). At the discretion of Executive, upon an election pursuant to Section 3(a) hereof, such payment may be made in a lump sum within 30 days of the date of severance of Executive's employment, or paid, on a pro rata basis, semi- monthly during the thirty-six (36) months following Executive's termination. (e) Any payments made to Executive pursuant to this paragraph (fAgreement, or otherwise, are subject to and conditioned upon their compliance with 12 USC Section 1828(k) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have receivedany regulations promulgated thereunder. 4.

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 due to: (1) Executive’s dismissal or (2) Executive’s voluntary termination pursuant to Section 2(a), other than for unless such termination is due to Termination for Cause, the Bank and the Holding Company shall pay 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 two (2) times Executive’s average annual compensation for the five most recent taxable years that Executive has been employed by the Holding Company or its subsidiaries or such lesser number of years in the event that Executive shall have been employed by the Holding Company or its subsidiaries for less than five years. Such average annual compensation shall include Base Salary, commissions, and bonuses, as well as contributions on Executive’s behalf to any pension and/or profit sharing plan, retirement payments, 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 business purpose or that do not meet the Internal Revenue Service requirements for deductibility by the Holding Company or its subsidiaries; provided however, that any payment under this provision and subsection 3(b) below shall not exceed three (3) times the Executive’s average annual base salary paid to Executive for the three (3) years immediately preceding Executive's termination. In the event the Executive has not been employed by the Bank or Holding Company during all or part of the three immediately preceding years, the annual base salary paid to Executive for such periods shall, for purposes of this Section 3, be deemed to be equal to the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%)compensation. At the discretion election of Executive, upon an which election pursuant is to Section 3(e) hereofbe made prior to a Change in Control, such payment may shall be made in a lump sum immediately upon severance of Executive's employment or paidsum. In the event that no election is made, payment to Executive will be made on a pro rata basis, semi-monthly basis in approximately equal installments during the thirty-six (36) months following the Executive's terminationremaining term of this Agreement. (b) 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 ’s voluntary or involuntary termination of employment, other than for Termination for Cause, the Bank Holding Company or its subsidiaries shall cause to be continued life, health medical and disability coverage substantially identical to the coverage maintained by the Bank or Holding Company for Executive prior to his severance, 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 earlier expiration of Executive's obtaining similar coverage by another employer or twelve eighteen (1218) full calendar months from the date Date of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period of twelve (12) monthsTermination. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs of this Section 3, in the no event that: (i) shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "“Termination Benefits"”) would be deemed to include constitute an "“excess parachute payment" ” under Section 280G of the Internal Revenue Code of 1986 (the "Code") or any successor thereto, and (ii) if and in order to avoid such a result Termination Benefits were reduced will be reduced, if necessary, to an amount (the "Non- “Non-Triggering Amount"”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "’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 (without such reduction) minus the amount of tax required to be paid by Executive thereon by Section 4999 of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amount. 280G. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have received.

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 voluntary Company or involuntary termination of Executive's employmentAssociation, other than for Termination for 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 Bank and Executive becomes eligible for benefits under Section 3(a) above, the Company or Association shall be obligated to pay 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 _______ (3__) times Executive's then current annual compensation. Such annual compensation shall include base salary, auto allowance, any bonuses in the average annual base salary form of cash or stock grants paid or to be paid to Executive for in any such year, and the three (3) years immediately preceding Executive's termination. In the event the amount of benefits paid or accrued to Executive has not been employed pursuant to any qualified or non-qualified employee benefit plan maintained by the Bank Company or Holding Company during all or part of the three immediately preceding years, the annual base salary paid to Executive for Association in any such periods shall, for purposes of this Section 3, be deemed to be equal to the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%)year. At the discretion election of Executive, upon an Executive which election pursuant is to Section 3(e) hereofbe made prior to a Change in Control, such payment may be made in a lump sum immediately upon severance 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's employment or paid, on a pro rata basis, semi-monthly during the thirty-six (36) months following the Executive's termination. (bc) Upon If the occurrence of a Change in Control of the Bank or Executive becomes eligible for benefits under Section 3(a) above, the 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 Association shall cause to be continued lifemedical, health dental, vision, short term disability, and long term disability coverage substantially identical similar to the coverage maintained by the Bank Company or Association for Executive prior to his severance, except to the extent such coverage may be changed in its application to all Company or Association employees. Such coverage and payments shall cease upon the earlier of Executive's obtaining similar coverage by another employer or twelve (12) months from the date of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period expiration of twelve (12) months. (c) Upon full calendar months following the occurrence Date of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plansTermination. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs provisions of this Section 3, in the event that: (i) the aggregate payments or benefits to be made or afforded to Executive under said paragraphs Executive, which are deemed to be parachute payments as defined in Section 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 Internal Revenue Code of 1986 (the "Code") or any successor thereto, ; and (ii) if such Termination Benefits were reduced to an amount (the "Non- 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, G and the Non- Non-Triggering Amount would be greater than the aggregate value of the Termination Benefits (without excluding such reduction) minus the amount of tax required to be paid by the Executive thereon by Section 4999 of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined solely by the Internal Revenue Service or judicial authority that Executive at Executive's discretion. (e) If the Executive's employment is deemed to have received an amount in excess terminated by reason of Executive's voluntary resignation, all of the Non-Triggering Amount, Company's and Association's obligations hereunder shall terminate upon the Bank date the Executive ceases to be employed as a result of such voluntary resignation. Executive shall be entitled to no additional compensation beyond that generally available to all or Company shall pay to Executive an amount equal to the value substantially all of the payments or benefits in excess full-time employees of the Non-Triggering Amount he is so deemed Company or Association at that time, and Executive shall only be entitled to have receivedthat compensation and benefits earned and vested at the date of such voluntary resignation.

Termination Benefits. (aA) Upon the occurrence of a Change in Control, followed at any time If during the term of this Agreement by the voluntary or involuntary termination of Executive's employment, other than for Termination for Cause, the Bank and the Company shall pay Executive, or there is a change 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 (3) times the average annual base salary paid to Executive for the three (3) years immediately preceding Executive's termination. In the event the Executive has not been employed by the Bank or Holding Company during all or part of the three immediately preceding years, the annual base salary paid to Executive for such periods shall, for purposes of this Section 3, be deemed to be equal to the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%). At the discretion of Executive, upon an election pursuant to Section 3(e) hereof, such payment may be made in a lump sum immediately upon severance of Executive's employment or paid, on a pro rata basis, semi-monthly during the thirty-six (36) months following the Executive's termination. (b) Upon the occurrence of a Change in Control control of the Bank or the Company followed at any time Holding Company, and within 12 months following such change in control there is an involuntary termination of the Employee’s employment with the Bank, other than for cause, whether or not such termination occurs during the term of this Agreement, the Bank shall pay to the Employee in a lump sum in cash within 25 business days after the date of severance of employment an amount equal to 100 percent of the Employee’s “base amount” of compensation, as defined in Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended (“Code”). (B) If during the term of this Agreement by Executive's voluntary or there is a change in control, and within 12 months following such change in control there is an involuntary termination of the Employee’s employment, other than for Termination for Causecause, whether or not such termination occurs during the term of this Agreement, the Bank shall cause to be continued life, health and disability coverage substantially identical to the coverage maintained by the Bank for Executive the Employee prior to his or her severance. Such Subject to applicable federal and state laws, such coverage shall cease upon the earlier of Executive's the Employee’s obtaining similar coverage by another employer or twelve (12) months from the date of Executive's the Employee’s termination. In the event the Executive Employee obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive Employee prior to termination for a period the balance of the twelve (12) monthsmonth period. (cC) Upon If during the occurrence term of this Agreement there is a Change change in Controlcontrol of the Bank or the Holding Company, and within 12 months following such change in control, the Executive will have Employee voluntarily terminates his or her employment, other then as a result of receiving notice that his or her employment is to be terminated for cause, whether or not such rights as specified in voluntary termination of employment occurs during the Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs term of this Section 3, in the event that: (i) the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") would be deemed to include an "excess parachute payment" under Section 280G of the Internal Revenue Code of 1986 (the "Code") or any successor thereto, 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 (without such reduction) minus the amount of tax required to be paid by Executive thereon by Section 4999 of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering AmountAgreement, the Bank shall continue to pay Employee his or Company her base compensation and shall pay continue to Executive an amount equal provide life, health and disability coverage maintained for the Employee prior to the value his or her voluntary termination of employment for any remaining portion of the payments or benefits period ending 12 months following such change in excess of the Non-Triggering Amount he is so deemed control; provided, however, that subject to have receivedapplicable federal and state laws, such life, health and disability coverage shall cease upon Employee’s obtaining substantially similar coverage from another employer.

Termination Benefits. (ai) Upon the occurrence Executive’s voluntary resignation from employment for Good Reason or Executive’s involuntary termination of employment for any reason other than for Just Cause at any time following a Change in ControlControl but during the term of this Agreement, followed the Corporation shall pay Executive a sum equal to 2.99 times Executive’s average annual taxable compensation (as reported in Box 1 of Form W-2) for the five (5) consecutive taxable years ending immediately prior to the taxable year in which Executive’s employment terminates; provided, however, that for this purpose, Executive’s average annual compensation shall not include any taxable compensation realized by virtue of Executive’s exercise of stock options or the vesting of Restricted Stock awarded to Executive. Subject to paragraph (ii), the Corporation shall make this severance payment to Executive in a single lump sum (less any required federal, state or local tax withholdings) within thirty (30) days after the effective date of Executive’s resignation or termination of employment. In addition, the Corporation (or its successors) shall provide continued life and medical insurance coverage to Executive (substantially identical to the life and medical insurance coverage provided to Executive (and his dependents) immediately prior to his severance from employment) for thirty six (36) full calendar months following the effective date of Executive’s resignation or termination of employment. In lieu of this continued life and medical insurance coverage, Executive may elect, no later than fifteen (15) days prior to Executive’s severance date, to receive a cash payment equal to thirty six (36) times the monthly premium amount paid by the Corporation for Executive (and his dependents) for life and medical insurance coverage for the calendar month immediately preceding the effective date of Executive’s resignation or termination of employment. Subject to paragraph (ii), if Executive makes this election, the Corporation shall make this payment to Executive in a single lump sum (less any required federal, state or local tax withholdings) within thirty (30) days after the effective date of Executive’s resignation or termination of employment. Executive understands that if he elects the continued life and medical insurance coverage instead of the lump sum payment, the constructive receipt doctrine may require that he nonetheless have taxable income equal to such lump sum payment. (ii) This paragraph (ii) applies if (A) Executive’s entitlement to benefits under paragraph (i) arises on a date that is after the first anniversary of the date on which a Change in Control occurs; and (B) Executive is a “Key Employee” (as defined in Section 3(b)(ii) of this Agreement) as of the date such entitlement arises. If this paragraph (ii) applies, then to the extent the Corporation deems it necessary to comply with Code Section 409A, the portion of the lump sum payment(s) under paragraph (i) equal to the corresponding amount(s) that would be payable under subsection (b) (if Executive voluntarily resigned without Good Reason) shall not be paid until the thirty (30) day period starting on the date that is six months after the date of Executive’s resignation or termination under paragraph (i). (i) Upon Executive’s voluntary resignation from employment for any reason other than for Good Reason, which resignation is effective on a date that is after the first anniversary of the date on which a Change in Control occurs but during the term of this Agreement, the Corporation shall pay Executive a sum equal to one-half (1/2) Executive’s annual base salary in effect as of the effective date of Executive’s resignation. Subject to paragraph (ii), the Corporation shall make this severance payment to Executive in a single lump sum (less any required federal, state or local tax withholdings) within thirty (30) days after the effective date of Executive’s resignation. In addition, the Corporation (or its successors) shall provide continued life and medical insurance coverage to Executive (substantially identical to the life and medical insurance coverage provided to Executive (and his dependents) immediately prior to Executive’s severance from employment) for six (6) full calendar months following the effective date of Executive’s resignation. In lieu of this continued life and medical insurance coverage, Executive may elect, no later than fifteen (15) days prior to Executive’s severance date, to receive a cash payment equal to six (6) times the monthly premium amount paid by the Corporation for Executive (and his dependents) for life and medical insurance coverage for the calendar month immediately preceding the effective date of Executive’s resignation. Subject to paragraph (ii), if Executive makes this election, the Corporation shall make this payment to Executive in a single lump sum (less any required federal, state or local tax withholdings) within thirty (30) days after the effective date of Executive’s resignation. Executive understands that if he elects the continued life and medical insurance coverage instead of the lump sum payment, the constructive receipt doctrine may require that he nonetheless have taxable income equal to such lump sum payment. An Executive who voluntarily resigns after engaging in conduct described in Section 2(c) of this Agreement shall not be entitled to any of the benefits described in this Section 3(b)(i). (ii) If Executive is a “Key Employee” as of the date of resignation, the lump sum payment(s) under paragraph (i) shall not be paid until the thirty (30) day period starting on the date that is six months after the date of resignation. An Executive is a “Key Employee” for the 12-month period beginning on any April 1 if the Executive is described in Code Section 416(i) (using the definition of compensation under T. Reg. §1.415(c)-2(d)(4)) at any time during the term of this Agreement by 12-month period ending on the voluntary or involuntary termination of Executive's employment, other than preceding December 31. The preceding definition shall be applied in accordance with the special rules for Termination for Cause, the Bank and the Company shall pay Executive, or corporate transactions 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 (3) times the average annual base salary paid to Executive for the three (3) years immediately preceding Executive's terminationT. Reg. In the event the Executive has not been employed by the Bank or Holding Company during all or part of the three immediately preceding years, the annual base salary paid to Executive for such periods shall, for purposes of this Section 3, be deemed to be equal to the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%§1.409A-1(i)(6). At the discretion of Executive, upon an election pursuant to Section 3(e) hereof, such payment may be made in a lump sum immediately upon severance of Executive's employment or paid, on a pro rata basis, semi-monthly during the thirty-six (36) months following the Executive's termination. (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 voluntary or involuntary termination of employment, other than for Termination for Cause, the Bank shall cause to be continued life, health and disability coverage substantially identical to the coverage maintained by the Bank for Executive prior to his severance. Such coverage shall cease upon the earlier of Executive's obtaining similar coverage by another employer or twelve (12) months from the date of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period of twelve (12) months. (c) Upon Nothing in this Agreement shall deprive Executive of the occurrence of a Change in Controlright to receive benefits due under or contributed by the Corporation or its affiliates on Executive’s behalf pursuant to any retirement, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan incentive, profit sharing, bonus, performance, disability or any other employee benefit plan with respect maintained by the Corporation or its affiliates, pursuant to options the terms and conditions of such other rights as may have been granted to Executive under such plansplans or arrangements, on Executive’s behalf. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs provisions of this Section 3, in the event that: (i) the aggregate payments or benefits to be made or afforded to Executive under said paragraphs Executive, which are deemed to be parachute payments for purposes of Code Section 280G, or any successor thereof, (the "“Termination Benefits") ”), would be deemed to include an "“excess parachute payment" under ” for purposes of Code Section 280G of the Internal Revenue Code of 1986 (the "Code") or any successor thereto, G; and (ii) if such the Termination Benefits were reduced to an amount (the "Non- “Non-Triggering Amount"”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "’s “base amount", ,” as determined in accordance with said Section 280GG of the Code, and the Non- Non-Triggering Amount would be greater than the aggregate value of the Termination Benefits (without excluding such reduction) minus less the amount of tax required to be paid by Executive thereon by under Section 4999 of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The Executive shall determine the allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have receivedBenefits.

Termination Benefits. (a) Upon the occurrence Executive's voluntary resignation from employment for Good Reason or Executive's involuntary termination of employment for any reason other than for Just Cause at any following a Change in Control, followed at any time Control but during the term of this Agreement by the voluntary or involuntary termination of Executive's employment, other than for Termination for CauseAgreement, the Bank and the Company Corporation shall pay 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, Executive a sum equal to three THREE (33)/TWO (2) times the Executive's average annual base salary paid to Executive taxable compensation (as reported in Box 1 of Form W-2) for the three five (35) consecutive taxable years ending immediately preceding prior to the taxable year in which Executive's termination. In the event the Executive has not been employed by the Bank or Holding Company during all or part of the three immediately preceding yearsemployment terminates; provided, the annual base salary paid to Executive however, that for such periods shallthis purpose, for purposes of this Section 3, be deemed to be equal to the Executive's initial base salary upon commencing employment adjusted to reflect assumed average annual base salary increases of ten percent (10%). At the discretion of Executive, upon an election pursuant to Section 3(e) hereof, such payment may be made in a lump sum immediately upon severance compensation shall not include any taxable compensation realized by virtue of Executive's employment exercise of stock options or paidthe vesting of Restricted Stock awarded to Executive. The Corporation shall make this severance payment to Executive in a single lump sum (less any required federal, on state or local tax withholdings) at the effective date of Executive's resignation or termination of employment. In addition, the Corporation (or its successors) shall provide continued life and medical insurance coverage to Executive (substantially identical to the life and medical insurance coverage provided to Executive (and his dependents) immediately prior to his severance from employment) for THIRTY-SIX (36)/TWENTY-FOUR (24) full calendar months following the effective date of Executive's resignation or termination of employment. In lieu of this continued life and medical insurance coverage, Executive may elect, no later than fifteen (15) days prior to Executive's severance date, to receive a pro rata basis, semi-monthly during the cash payment equal to thirty-six (36) months following times the monthly premium amount paid by the Corporation for Executive (and his dependents) for life and medical insurance coverage for the calendar month immediately preceding the effective date of Executive's terminationresignation or termination of employment. If Executive makes this election, the Corporation shall make this payment to Executive in a single lump sum (less any required federal, state or local tax withholdings) at the effective date of Executive's resignation or termination of employment. (b) Upon the occurrence of Executive's voluntary resignation from employment for any reason after one year following a Change in Control of the Bank or the Company followed at any time but during the term of this Agreement by Agreement, the Corporation shall pay Executive a sum equal to one-half (1/2) Executive's voluntary annual base salary in effect as of the effective date of Executive's resignation. The Corporation shall make this severance payment to Executive in a single lump sum (less any required federal, state or involuntary termination local tax withholdings) at the effective date of employment, other than for Termination for CauseExecutive's resignation. In addition, the Bank Corporation (or its successors) shall cause provide continued life and medical insurance coverage to be continued life, health and disability coverage Executive (substantially identical to the life and medical insurance coverage maintained by the Bank for provided to Executive (and his dependents) immediately prior to his severance. Such coverage shall cease upon the earlier of Executive's obtaining similar coverage by another employer or twelve severance from employment) for six (126) full calendar months from following the effective date of Executive's terminationresignation. In lieu of this continued life and medical insurance coverage, Executive may elect, no later than fifteen (15) days prior to Executive's severance date, to receive a cash payment equal to six (6) times the event monthly premium amount paid by the Corporation for Executive obtains new employment (and receives less his dependents) for life and medical insurance coverage for life, health or disabilitythe calendar month immediately preceding the effective date of Executive's resignation. If Executive makes this election, the Bank Corporation shall provide coverage substantially identical make this payment to Executive in a single lump sum (less any required federal, state or local tax withholdings) at the coverage maintained by the Bank for the Executive prior to termination for a period effective date of twelve (12) monthsExecutive's resignation. (c) Upon Nothing in this Agreement shall deprive Executive of the occurrence of a Change in Controlright to receive benefits due under or contributed by the Corporation or its affiliates on Executive's behalf pursuant to any retirement, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan incentive, profit sharing, bonus, performance, disability or any other employee benefit plan with respect maintained by the Corporation or its affiliates, pursuant to options the terms and conditions of such other rights as may have been granted to Executive under such plansplans or arrangements, on Executive's behalf. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs provisions of this Section 3, in the event that: (i) the aggregate payments or benefits to be made or afforded to Executive under said paragraphs Executive, which are deemed to be parachute payments for purposes of Section 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 for purposes of Section 280G of the Internal Revenue Code of 1986 (the "Code") or any successor thereto, ; and (ii) if such the Termination Benefits were reduced to an amount (the "Non- 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 280GG of the Code, and the Non- Non-Triggering Amount would be greater than the aggregate value of the Termination Benefits (without excluding such reduction) minus less the amount of tax required to be paid by Executive thereon by under Section 4999 of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The Executive shall determine the allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have receivedBenefits.

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 Executive's ’s employment, other than for Termination for Cause, the Bank and the Company shall pay 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 (3) times the average annual base salary compensation paid to Executive for the three (3) years immediately preceding Executive's ’s termination. In the event the Executive has not been employed by the Bank or Holding Company during all or part For purposes of the three immediately preceding yearssentence, the annual compensation shall include only base salary paid to Executive for such periods shall, for purposes of this Section 3, be deemed to be equal to the Executive's initial base salary upon commencing employment adjusted to reflect assumed plus annual base salary increases of ten percent (10%)cash bonus payments. At the discretion of Executive, upon an election pursuant to Section 3(e) hereof, such payment may be made in a lump sum immediately upon severance of Executive's ’s employment or paid, on a pro rata basis, semi-monthly during the thirty-six (36) months following the Executive's ’s termination. (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 ’s voluntary or involuntary termination of employment, other than for Termination for Cause, the Bank shall cause to be continued life, health and disability coverage substantially identical to the coverage maintained by the Bank for Executive and his or her dependents prior to his severance. Such coverage shall cease upon the earlier of Executive's ’s obtaining similar coverage by another employer or twelve thirty-six (1236) months from the date of Executive's ’s termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive and his or her dependents prior to termination for a period of twelve thirty-six (1236) monthsmonths from the date of Executive’s termination. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan ’s stock option plans or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans.[INTENTIONALLY LEFT BLANK] (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs of this Section 3, in the event that: it shall be determined that any payment or distribution of any type to or for the benefit of the Executive by the Bank, any of its affiliates, or any person who acquires ownership or effective control of the Bank or Holding Company or ownership of a substantial portion of the Bank’s or Holding Company’s assets (i) within the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") would be deemed to include an "excess parachute payment" under meaning of Section 280G of the Internal Revenue Code of 1986 (Code, and the "Code"regulations thereunder) or any affiliate of such person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the “Total Payments”), is subject to the excise tax imposed by Section 4999 of the Code or any similar successor theretoprovision or any interest or penalties with respect to such excise tax (such excise tax, and together with any such interest and penalties, are collectively referred to as the “Excise Tax”), then, except in the case of a Deminimus Excess Amount (iias described below), the Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) if in an amount such Termination Benefits were that after payment by the Executive of all taxes imposed upon the Gross-Up Payment (including any federal, state and local income, payroll or excise taxes and any interest or penalties imposed with respect to such taxes), the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Total Payments (not including any Gross-Up Payment). In the event that the amount by which the present value of the Total Payments which constitute “parachute payments” (within the meaning of Section 280G of the Code ) (the “Parachute Payments”) exceeds three (3) times the Executive’s “base amount” (within the meaning of Section 280G of the Code) (the “Base Amount”) is less than 3% of the amount determined under Section 3(a) of this Agreement, such excess shall be deemed to be a Deminimus Excess Amount and the Executive shall not be entitled to a Gross-Up Payment. In such an instance, the Parachute Payments shall be reduced to an amount (the "Non- “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 ’s Base Amount; provided that such reduction shall not be made unless the Non- Non-Triggering Amount would be greater than the aggregate value of the Termination Benefits Parachute Payments (without such reduction) minus the amount of tax Excise Tax required to be paid by Executive thereon by Section 4999 of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amountthereon. The allocation of the reduction required hereby among shall be made by reducing the Termination Benefits provided by amount payable under Section 3(a) of this Agreement. All determinations as to the preceding portion, if any, of the Total Payments which constitute Parachute Payments, whether a Gross-Up Payment is required, the amount of such Gross-Up Payment, the amount of any reduction, and any amounts relevant to the foregoing paragraphs of this Section 3 3(f) shall be determined made by an independent accounting firm selected by the Bank, which may be the accounting firm then regularly retained by the Bank (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations, regarding the amount of any Gross-Up Payment and any other relevant matter, both to the Bank and the Executive, within five (5) days of a date of termination, if applicable, or such earlier time as requested by the Bank or the Executive (if the Executive reasonably believes that any of the Total Payments may be subject to the Excise Tax). Any determinations by the Accounting Firm shall be binding upon the Bank and the Executive. In As a result of uncertainty in the event that Executive receives application of Section 280G and 4999 of the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined Code at the time of the initial determination by the Accounting Firm hereunder, or as a result of a subsequent determination by the Internal Revenue Service or a judicial authority authority, it is possible that Executive is deemed to the Bank should have received an made Gross-Up Payments (“Underpayments”), or that Gross-Up Payments will have been made by the Bank which should not have been made (“Overpayments”). In either such event, the Accounting Firm shall determine the amount in excess of the Non-Triggering AmountUnderpayment or Overpayment that has occurred. In the case of the Underpayment, the amount of such Underpayment shall be promptly paid by the Bank to or Company shall pay for the benefit of the Executive. In the case of an Overpayment, the Executive shall, at the direction and expense of the Bank, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, the Bank, and otherwise reasonably cooperate with the Bank to Executive an amount equal correct such Overpayment, including repayment of such Overpayment to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have receivedBank.

Termination Benefits. (a) Upon the occurrence If, within one (1) year of a Change in Control, followed at any time during the term Executive voluntarily terminates employment for Good Reason (in accordance with Section 2(a) of this Agreement by Agreement) or if the voluntary or involuntary termination of Executive's employment, Bank involuntarily terminates his employment for a reason other than for Termination for Cause, the Bank and the Company Executive shall pay 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, receive: (i) a lump sum cash payment equal to three one (31) times the average annual Executive’s (i) then base salary and (ii) the highest rate of bonus paid to Executive for during the three (3) years immediately preceding Executive's prior to termination. In the event the Executive has not been employed by the Bank or Holding Company during all or part of the three immediately preceding years, the annual base salary paid subject to Executive for such periods shallapplicable withholding taxes, for purposes of this Section 3, be deemed to be equal to the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of payable in a single lump sum payment within ten percent (10%). At the discretion of ) calendar days following Executive, upon an election pursuant to Section 3(e) hereof, such payment may be made in a lump sum immediately upon severance of Executive's employment or paid, on a pro rata basis, semi-monthly during the thirty-six (36) months following the Executive's termination. (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 voluntary or involuntary ’s termination of employment, other than for Termination for Cause, ; and (ii) the Bank shall cause will continue to be continued lifeprovide Executive and the Executive’s dependents with life insurance, health non-taxable medical and disability dental coverage substantially identical comparable (and on substantially the same terms and conditions) to the coverage maintained by the Bank for Executive prior to his severanceExecutive’s termination of employment. Such coverage shall cease upon the earlier of Executive's obtaining similar coverage by another employer or twelve (12) months from the date of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period expiration of twelve (12) monthsfull calendar months after Executive’s termination. (ciii) Upon the occurrence of a Change in Control, If the Executive will have such rights is a “Specified Employee,” as specified defined in Treasury Regulation 1.409A-1(i), then, solely to the Company's Incentive Stock Option Plan or any other employee benefit plan with respect extent required to options and such other rights avoid penalties under Section 409A of the Internal Revenue Code of 1986, as may have been granted to Executive amended (the “Code”), payments under such plansthis Section 3 shall be delayed until the first day of the seventh month following the Executive’s date of termination. (div) Upon For purposes of this Agreement, a Change “termination of employment” shall mean a “Separation from Service” as defined in ControlSection 409A of the Code and the regulations promulgated thereunder, such that the Employer and the Executive will be entitled 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 benefits under average level of bona fide services performed (whether as an employee or as an independent contractor) over the Bank's Management Recognition and Retention Plansimmediately preceding thirty-six (36) month period. The Bank shall pay the aggregate sum of these amounts to Executive in a single lump sum payment (without any mitigation) no later than ten (10) days following Executive’s termination of employment. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (fb) Notwithstanding the preceding paragraphs provisions of this Section 3, in the no event that: (i) shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "“Termination Benefits"”) would be deemed to include constitute an "“excess parachute payment" ” under Section 280G of the Internal Revenue Code of 1986 (the "Code") or any successor thereto, and (ii) if and to avoid such a result, Termination Benefits were reduced will be reduced, if necessary, to an amount (the "Non- “Non-Triggering Amount"”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "’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 (without such reduction) minus the amount of tax required to be paid by Executive thereon by Section 4999 of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have received.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 employmentemployment due to: (1) Executive's dismissal or (2) Executive's voluntary termination pursuant to Section 2(a), other than for unless such termination is due to Termination for Cause, the Bank and the Holding Company shall pay 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 (3) times the Executive's average annual base salary paid to Executive compensation for the three (3) five most recent taxable years immediately preceding Executive's termination. In the event the that Executive has not been employed by the Bank or Holding Company during all such lesser number of years in the event that Executive shall have been employed by the Bank for less than five years. Such average annual compensation shall include Base Salary, commissions, bonuses, contributions on Executive's behalf to any pension and/or profit sharing plan, severance payments, retirement payments, directors or part of the three immediately preceding yearscommittee fees, the annual base salary fringe benefits paid or to be paid to the Executive in any such year and payment of any expense items without accountability or business purpose or that do not meet the Internal Revenue Service requirements for such periods shalldeductibility by the Bank; provided however, for purposes of that any payment under this Section provision and subsection 3(b) below shall not exceed three (3, be deemed to be equal to ) times the Executive's initial base salary upon commencing employment adjusted to reflect assumed average annual base salary increases of ten percent (10%)compensation. At the discretion election of Executive, upon an which election pursuant is to Section 3(e) hereofbe made prior to a Change in Control, such payment may shall be made in a lump sum immediately upon severance of Executive's employment or paidsum. In the event that no election is made, payment to Executive will be made on a pro rata basis, semi-monthly basis in approximately equal installments during the thirty-six (36) months following the Executive's terminationremaining term of this Agreement. (b) 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, health medical and disability coverage substantially identical to the coverage maintained by the Bank or Holding Company for Executive prior to his severance, 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 earlier expiration of Executive's obtaining similar coverage by another employer or twelve thirty-six (1236) full calendar months from the date Date of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period of twelve (12) monthsTermination. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs of this Section 3, in the no event that: (i) shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") would be deemed to include constitute an "excess parachute payment" under Section 280G of the Internal Revenue Code of 1986 (the "Code") or any successor thereto, and (ii) if and in order to avoid such a result Termination Benefits were reduced will be reduced, if necessary, to an amount (the "Non- 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 (without such reduction) minus the amount of tax required to be paid by Executive thereon by Section 4999 of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amount. 280G. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have received.

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 Executive's ’s employment, other than for Termination for Cause, the Bank and the Company shall pay 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 (3) times the average annual base salary compensation paid to Executive for the three (3) years immediately preceding Executive's ’s termination. In For purposes of the event preceding sentence: (a) compensation shall include only base salary plus payments made under the MAF Bancorp Executive has Annual Incentive Plan; and (b) the base salary and annual incentive plan payments for any portion of the preceding three-year period during which Executive was not been employed by the Bank or Holding Company during all or part of the three immediately preceding years, the annual shall be based on Executive’s annualized 2004 base salary paid to Executive and annual incentive plan bonus earned for such periods shall, for purposes of this Section 3, be deemed to be equal to the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%)2004. At the discretion of Executive, upon an election pursuant to Section 3(e) hereof, such payment may be made in a lump sum immediately upon severance of Executive's ’s employment or paid, on a pro rata basis, semi-monthly during the thirty-six (36) months following the Executive's ’s termination. (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 ’s voluntary or involuntary termination of employment, other than for Termination for Cause, the Bank shall cause to be continued life, health and disability coverage substantially identical to the coverage maintained by the Bank for Executive and his or her dependents prior to his severance. Such coverage shall cease upon the earlier of Executive's ’s obtaining similar coverage by another employer or twelve thirty-six (1236) months from the date of Executive's ’s termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive and his or her dependents prior to termination for a period of twelve thirty-six (1236) monthsmonths from the date of Executive’s termination. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan ’s stock option plans or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans.[INTENTIONALLY LEFT BLANK] (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs of this Section 3, in the event that: it shall be determined that any payment or distribution of any type to or for the benefit of the Executive by the Bank, any of its affiliates, or any person who acquires ownership or effective control of the Bank or Holding Company or ownership of a substantial portion of the Bank’s or Holding Company’s assets (i) within the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") would be deemed to include an "excess parachute payment" under meaning of Section 280G of the Internal Revenue Code of 1986 (Code, and the "Code"regulations thereunder) or any affiliate of such person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the “Total Payments”), is subject to the excise tax imposed by Section 4999 of the Code or any similar successor theretoprovision or any interest or penalties with respect to such excise tax (such excise tax, and together with any such interest and penalties, are collectively referred to as the “Excise Tax”), then, except in the case of a Deminimus Excess Amount (iias described below), the Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) if in an amount such Termination Benefits were that after payment by the Executive of all taxes imposed upon the Gross-Up Payment (including any federal, state and local income, payroll or excise taxes and any interest or penalties imposed with respect to such taxes), the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Total Payments (not including any Gross-Up Payment). In the event that the amount by which the present value of the Total Payments which constitute “parachute payments” (within the meaning of Section 280G of the Code ) (the “Parachute Payments”) exceeds three (3) times the Executive’s “base amount” (within the meaning of Section 280G of the Code) (the “Base Amount”) is less than 3% of the amount determined under Section 3(a) of this Agreement, such excess shall be deemed to be a Deminimus Excess Amount and the Executive shall not be entitled to a Gross-Up Payment. In such an instance, the Parachute Payments shall be reduced to an amount (the "Non- “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 ’s Base Amount; provided that such reduction shall not be made unless the Non- Non-Triggering Amount would be greater than the aggregate value of the Termination Benefits Parachute Payments (without such reduction) minus the amount of tax Excise Tax required to be paid by Executive thereon by Section 4999 of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amountthereon. The allocation of the reduction required hereby among shall be made by reducing the Termination Benefits provided by amount payable under Section 3(a) of this Agreement. All determinations as to the preceding portion, if any, of the Total Payments which constitute Parachute Payments, whether a Gross-Up Payment is required, the amount of such Gross-Up Payment, the amount of any reduction, and any amounts relevant to the foregoing paragraphs of this Section 3 3(f) shall be determined made by an independent accounting firm selected by the Bank, which may be the accounting firm then regularly retained by the Bank (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations, regarding the amount of any Gross-Up Payment and any other relevant matter, both to the Bank and the Executive, within five (5) days of a date of termination, if applicable, or such earlier time as requested by the Bank or the Executive (if the Executive reasonably believes that any of the Total Payments may be subject to the Excise Tax). Any determinations by the Accounting Firm shall be binding upon the Bank and the Executive. In As a result of uncertainty in the event that Executive receives application of Section 280G and 4999 of the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined Code at the time of the initial determination by the Accounting Firm hereunder, or as a result of a subsequent determination by the Internal Revenue Service or a judicial authority authority, it is possible that Executive is deemed to the Bank should have received an made Gross-Up Payments (“Underpayments”), or that Gross-Up Payments will have been made by the Bank which should not have been made (“Overpayments”). In either such event, the Accounting Firm shall determine the amount in excess of the Non-Triggering AmountUnderpayment or Overpayment that has occurred. In the case of the Underpayment, the amount of such Underpayment shall be promptly paid by the Bank to or Company shall pay for the benefit of the Executive. In the case of an Overpayment, the Executive shall, at the direction and expense of the Bank, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, the Bank, and otherwise reasonably cooperate with the Bank to Executive an amount equal correct such Overpayment, including repayment of such Overpayment to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have receivedBank.

Termination Benefits. (a) Upon If (x) Executive remains continuously employed by the occurrence Company through the earlier of November 15, 2023, the date a Change in ControlControl occurs or the date immediately prior to the initiation of any Insolvency Proceeding, followed at any time or (y) the Company terminates Executive’s employment without Cause prior to November 15, 2023, then, in addition to the payments and benefits set forth in Section 3(b): (i) As of the Separation Date, Executive shall be released from the obligation to repay the retention recognition bonus pursuant to that certain letter agreement by and between the Company and Executive, dated as of July 10, 2023 (and for the avoidance of doubt, Executive will otherwise remain subject to such repayment obligation); and (ii) In the event that a Change in Control occurs during the term of this Agreement by period commencing on the voluntary or involuntary termination of Executive's employment, other than for Termination for Cause, the Bank Notice Date and the Company shall pay 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 ending three (3) months after the Separation Date, Executive shall, subject to Executive signing on or before the 45th day following the later of the Change in Control or the Separation Date, and not revoking, the Release and Executive’s continued compliance with the Restrictive Covenants Agreement (as defined below), receive the following: (A) an amount in cash equal to 0.25 times Executive’s annualized rate of base salary in effect as of immediately prior to the Notice Date, payable in equal installments over the 3 month period following the later of the Change in Control or the Separation Date in accordance with the Company’s normal payroll practices; and (B) an amount in cash equal to 0.25 times the average annual base salary paid to Executive for the three (3) years Target Annual Bonus in effect as of immediately preceding Executive's termination. In the event the Executive has not been employed by the Bank or Holding Company during all or part of the three immediately preceding years, the annual base salary paid to Executive for such periods shall, for purposes of this Section 3, be deemed to be equal prior to the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%). At the discretion of ExecutiveNotice Date, upon an election pursuant to Section 3(e) hereof, such payment may be made payable in a lump sum immediately upon severance on the Company’s first ordinary payroll date that occurs after the later of Executive's employment the Change in Control or paid, on a pro rata basis, semi-monthly during the thirty-six (36) months following the Executive's terminationSeparation Date. (b) Upon Executive’s termination of employment for any reason, to the occurrence of a Change in Control extent not already paid, and subject to the terms and conditions of the Bank or Employment Agreement, the Company followed at any time during shall pay or provide to Executive all other payments or benefits described in Section 3(c) of the term Employment Agreement, subject to and in accordance with the terms thereof. Any equity awards issued by the Company to Executive and outstanding as of this Agreement by Executive's voluntary or involuntary termination the Separation Date shall remain subject to the terms and conditions of employmentthe applicable equity plan and award agreement under which they were granted. Except as expressly set forth herein, all other than for Termination for Causerights and benefits of Executive will terminate on the Separation Date. In addition, the Bank shall cause benefits provided in Section 3(a) are intended to be continued life, health and disability coverage substantially identical to the coverage maintained by the Bank for paid in lieu of any severance payments or benefits Executive prior to his severance. Such coverage shall cease upon the earlier of Executive's obtaining similar coverage by another employer or twelve (12) months from the date of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period of twelve (12) months. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will otherwise be entitled to receive under any other plan, program, policy or agreement with the benefits under the Bank's Management Recognition and Retention Plans. Company or any of its affiliates (e) On an annual basis collectively, “Other Arrangements”). Therefore, Executive shall elect whethernot be entitled to receive any additional notice period, payments in the event amounts are payable under Sections 3(a) hereoflieu of notice, such amounts shall be paid in a lump sum severance payments or on a pro rata basis severance benefits pursuant to such sections. Such election shall be irrevocable for the year for which such election is madeany Other Arrangements. (f) Notwithstanding the preceding paragraphs of this Section 3, in the event that: (i) the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") would be deemed to include an "excess parachute payment" under Section 280G of the Internal Revenue Code of 1986 (the "Code") or any successor thereto, 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 (without such reduction) minus the amount of tax required to be paid by Executive thereon by Section 4999 of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have received.

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 Executive's ’s employment, other than for Termination for Cause, the Bank and the Holding Company shall pay 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 (3) times the average annual base salary compensation paid to Executive for the three (3) years immediately preceding Executive's ’s termination. In the event the Executive has not been employed by the Bank or Holding Company during all or part For purposes of the three immediately preceding years, the annual sentence compensation shall include only base salary paid to Executive for such periods shall, for purposes of this Section 3, be deemed to be equal to the Executive's initial base salary upon commencing employment adjusted to reflect assumed plus annual base salary increases of ten percent (10%)cash bonus payments. At the discretion of Executive, upon an election pursuant to Section 3(e) hereof, such payment may be made in a lump sum immediately upon severance of Executive's ’s employment or paid, on a pro rata basis, semi-monthly during the thirty-six (36) months following the Executive's ’s termination. (b) 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 ’s voluntary or involuntary termination of employment, other than for Termination for Cause, the Bank Holding Company shall cause to be continued life, health and disability coverage substantially identical to the coverage maintained by the Bank for Executive and his or her dependents prior to his severance. Such coverage shall cease upon the earlier of Executive's ’s obtaining similar coverage by another employer or twelve (12) months from the date of Executive's ’s termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank Holding Company shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive and his or her dependents prior to termination for a period of twelve (12) monthsmonths from the date of Executive’s termination. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Holding Company's Incentive Stock Option Plan ’s stock option plans or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans.[INTENTIONALLY LEFT BLANK] (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs of this Section 3, in the event that: it shall be determined that any payment or distribution of any type to or for the benefit of the Executive by the Holding Company, any of its affiliates, or any person who acquires ownership or effective control of the Holding Company or ownership of a substantial portion of the Holding Company’s assets (i) within the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") would be deemed to include an "excess parachute payment" under meaning of Section 280G of the Internal Revenue Code of 1986 (Code, and the "Code"regulations thereunder) or any affiliate of such person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the “Total Payments”), is subject to the excise tax imposed by Section 4999 of the Code or any similar successor theretoprovision or any interest or penalties with respect to such excise tax (such excise tax, and together with any such interest and penalties, are collectively referred to as the “Excise Tax”), then, except in the case of a Deminimus Excess Amount (iias described below), the Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) if in an amount such Termination Benefits were that after payment by the Executive of all taxes imposed upon the Gross-Up Payment (including any federal, state and local income, payroll or excise taxes and any interest or penalties imposed with respect to such taxes), the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Total Payments (not including any Gross-Up Payment). In the event that the amount by which the present value of the Total Payments which constitute “parachute payments” (within the meaning of Section 280G of the Code)(the “Parachute Payments”) exceeds three (3) times the Executive’s “base amount” (within the meaning of Section 280G of the Code)(the “Base Amount”) is less than 3% of the amount determined under Section 3(a) of this Agreement, such excess shall be deemed to be a Deminimus Excess Amount and the Executive shall not be entitled to a Gross-Up Payment. In such an instance, the Parachute Payments shall be reduced to an amount (the "Non- “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 ’s Base Amount; provided that such reduction shall not be made unless the Non- Non-Triggering Amount would be greater than the aggregate value of the Termination Benefits Parachute Payments (without such reduction) minus the amount of tax Excise Tax required to be paid by Executive thereon by Section 4999 of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amountthereon. The allocation of the reduction required hereby among shall be made by reducing the Termination Benefits provided by amount payable under Section 3(a) of this Agreement. All determinations as to the preceding portion, if any, of the Total Payments which constitute Parachute Payments, whether a Gross-Up Payment is required, the amount of such Gross-Up Payment, the amount of any reduction, and any amounts relevant to the foregoing paragraphs of this Section 3 3(f) shall be determined made by an independent accounting firm selected by the Holding Company, which may be the accounting firm then regularly retained by the Holding Company (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations, regarding the amount of any Gross-Up Payment and any other relevant matter, both to the Holding Company and the Executive, within five (5) days of a date of termination, if applicable, or such earlier time as is requested by the Holding Company or the Executive (if the Executive reasonably believes that any of the Total Payments may be subject to the Excise Tax). Any determination by the Accounting Firm shall be binding upon the Holding Company and the Executive. In As a result of uncertainty in the event that Executive receives application of Sections 280G and 4999 of the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined Code at the time of the initial determination by the Accounting Firm hereunder, or as a result of a subsequent determination by the Internal Revenue Service or a judicial authority authority, it is possible that Executive is deemed to the Holding Company should have received an made Gross-Up Payments (“Underpayment”), or that Gross-Up Payments will have been made by the Holding Company which should not have been made (“Overpayments”). In either such event, the Accounting Firm shall determine the amount in excess of the Non-Triggering AmountUnderpayment or Overpayment that has occurred. In the case of the Underpayment, the Bank amount of such Underpayment shall be promptly paid by the Holding Company to or for the benefit of the Executive. In the case of an Overpayment, the Executive shall, at the direction and expense of the Holding Company, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, the Holding Company, and otherwise reasonably cooperate with the Holding Company shall pay to Executive an amount equal correct such Overpayment, including repayment of such Overpayment to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have receivedHolding Company.

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 Executive's ’s employment, other than for Termination for Cause, the Bank and the Company shall pay 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 (3) times the average annual base salary compensation paid to Executive for the three (3) years year immediately preceding Executive's ’s termination. In the event the Executive has not been employed by the Bank or Holding Company during all or part For purposes of the three immediately preceding yearssentence, the annual compensation shall include only base salary paid to Executive for such periods shall, for purposes of this Section 3, be deemed to be equal to the Executive's initial base salary upon commencing employment adjusted to reflect assumed plus annual base salary increases of ten percent (10%)cash bonus payments. At the discretion of Executive, upon an election pursuant to Section 3(e) hereof, such payment may be made in a lump sum immediately upon severance of Executive's ’s employment or paid, on a pro rata basis, semi-monthly during the thirty-six (36) months following the Executive's ’s termination. (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 ’s voluntary or involuntary termination of employment, other than for Termination for Cause, the Bank shall cause to be continued life, health and disability coverage substantially identical to the coverage maintained by the Bank for Executive and his or her dependents prior to his severance. Such coverage shall cease upon the earlier of Executive's ’s obtaining similar coverage by another employer or twelve (12) months from the date of Executive's ’s termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive and his or her dependents prior to termination for a period of twelve (12) monthsmonths from the date of Executive’s termination. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan ’s stock option plans or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans.[INTENTIONALLY LEFT BLANK] (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs of this Section 3, in the event that: it shall be determined that any payment or distribution of any type to or for the benefit of the Executive by the Bank, any of its affiliates, or any person who acquires ownership or effective control of the Bank or Holding Company or ownership of a substantial portion of the Bank’s or Holding Company’s assets (i) within the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") would be deemed to include an "excess parachute payment" under meaning of Section 280G of the Internal Revenue Code of 1986 (Code, and the "Code"regulations thereunder) or any affiliate of such person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the “Total Payments”), is subject to the excise tax imposed by Section 4999 of the Code or any similar successor theretoprovision or any interest or penalties with respect to such excise tax (such excise tax, and together with any such interest and penalties, are collectively referred to as the “Excise Tax”), then, except in the case of a Deminimus Excess Amount (iias described below), the Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) if in an amount such Termination Benefits were that after payment by the Executive of all taxes imposed upon the Gross-Up Payment (including any federal, state and local income, payroll or excise taxes and any interest or penalties imposed with respect to such taxes), the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Total Payments (not including any Gross-Up Payment). In the event that the amount by which the present value of the Total Payments which constitute “parachute payments” (within the meaning of Section 280G of the Code ) (the “Parachute Payments”) exceeds three (3) times the Executive’s “base amount” (within the meaning of Section 280G of the Code) (the “Base Amount”) is less than 3% of the amount determined under Section 3(a) of this Agreement, such excess shall be deemed to be a Deminimus Excess Amount and the Executive shall not be entitled to a Gross-Up Payment. In such an instance, the Parachute Payments shall be reduced to an amount (the "Non- “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 ’s Base Amount; provided that such reduction shall not be made unless the Non- Non-Triggering Amount would be greater than the aggregate value of the Termination Benefits Parachute Payments (without such reduction) minus the amount of tax Excise Tax required to be paid by Executive thereon by Section 4999 of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amountthereon. The allocation of the reduction required hereby among shall be made by reducing the Termination Benefits provided by amount payable under Section 3(a) of this Agreement. All determinations as to the preceding portion, if any, of the Total Payments which constitute Parachute Payments, whether a Gross-Up Payment is required, the amount of such Gross-Up Payment, the amount of any reduction, and any amounts relevant to the foregoing paragraphs of this Section 3 3(f) shall be determined made by an independent accounting firm selected by the Bank, which may be the accounting firm then regularly retained by the Bank (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations, regarding the amount of any Gross-Up Payment and any other relevant matter, both to the Bank and the Executive, within five (5) days of a date of termination, if applicable, or such earlier time as requested by the Bank or the Executive (if the Executive reasonably believes that any of the Total Payments may be subject to the Excise Tax). Any determinations by the Accounting Firm shall be binding upon the Bank and the Executive. In As a result of uncertainty in the event that Executive receives application of Section 280G and 4999 of the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined Code at the time of the initial determination by the Accounting Firm hereunder, or as a result of a subsequent determination by the Internal Revenue Service or a judicial authority authority, it is possible that Executive is deemed to the Bank should have received an made Gross-Up Payments (“Underpayments”), or that Gross-Up Payments will have been made by the Bank which should not have been made (“Overpayments”). In either such event, the Accounting Firm shall determine the amount in excess of the Non-Triggering AmountUnderpayment or Overpayment that has occurred. In the case of the Underpayment, the amount of such Underpayment shall be promptly paid by the Bank to or Company shall pay for the benefit of the Executive. In the case of an Overpayment, the Executive shall, at the direction and expense of the Bank, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, the Bank, and otherwise reasonably cooperate with the Bank to Executive an amount equal correct such Overpayment, including repayment of such Overpayment to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have receivedBank.