Common use of Termination Benefits Clause in Contracts

Termination Benefits. Upon a termination of Executive’s employment in accordance with Section 3, Executive shall be entitled to receive the following Termination Benefits: (a) A lump sum payment of any accrued but unpaid salary from the Company through the date Executive’s employment terminates; (b) A lump sum payment of any bonus that has been earned from the Company but which remains unpaid as of Executive’s termination of employment; (c) A lump sum payment of one and one-half times Executive’s annual base salary at the rate in effect on the date of Executive’s termination of employment; (d) Reasonable outplacement services provided by the firm selected by Executive, the cost of which will be paid by the Company; provided, however, that the Company’s obligation under this subsection (d) will not exceed $15,000; (e) A lump sum reimbursement for any expenses Executive incurred on behalf of the Company prior to termination of employment to the extent that such expenses are reimbursable under the Company’s standard reimbursement policies but have not been reimbursed as of Executive’s termination of employment; (f) Continued participation in the “employee welfare benefit plans” (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) in which Executive participates immediately prior to Executive’s date of termination on such terms as are then in effect for eighteen months following the termination of Executive’s employment with the Company and payment by the Company of the entire cost or premium for continued coverage pursuant to Section 4980B of the Code in the Company health plan for a period of eighteen months following Executive’s termination (or such lesser period that Executive is entitled to such continued coverage). In the event that the continued coverage of Executive in any such employee welfare benefit plan or the Company health plan is barred by its terms, the Company shall pay Executive, for the eighteen months following Executive’s termination (or the remainder of the eighteen month period in which continued coverage is barred) or for such lesser period during which Executive might have been entitled to such continued coverage, the cash equivalent of the portion of the insurance premium charged to the Company for Executive’s participation in such employee welfare benefit plan(s) and/or the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination plus an additional amount such that after payment of the income and employment tax liability on such payment, Executive retains an amount equal to the portion of the insurance premium charged to the Company for Executive’s participation in such employee welfare benefit plan(s) and the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination of employment. (g) All stock options and any other stock-based awards outstanding immediately prior to Executive’s termination of employment shall immediately vest and become exercisable by Executive for the remainder of the term provided for in the agreement evidencing the stock option or award in which such options or other stock-based awards were granted. Except as provided in Section 20, Termination Benefits payable in a lump sum shall be payable within ten days of Executive’s termination of employment in accordance with Section 3 and the other Termination Benefits shall be paid as described above. The payment of the Termination Benefits shall be reduced by amounts required to be withheld for applicable income and employment taxes.

Termination Benefits. Upon a termination of Executive’s employment The Company shall continue to provide the Executive (and if applicable, his beneficiaries) with the Executive Benefits (as described in accordance with Section 35), at no cost to the Executive shall be entitled to receive in no less than the following Termination Benefits: (a) A lump sum payment of any accrued but unpaid salary from same amount and, on the Company through the date Executive’s employment terminates; (b) A lump sum payment of any bonus that has been earned from the Company but which remains unpaid same terms and conditions as of Executive’s termination of employment; (c) A lump sum payment of one and one-half times Executive’s annual base salary at the rate in effect on the date of Executive’s termination of employment; (d) Reasonable outplacement services provided by on which the firm selected by Executive, the cost of which will be paid by the Company; provided, however, that the Company’s obligation under this subsection (d) will not exceed $15,000; (e) A lump sum reimbursement for any expenses Executive incurred on behalf of the Company prior to termination of employment to the extent that such expenses are reimbursable under the Company’s standard reimbursement policies but have not been reimbursed as of Executive’s termination of employment; (f) Continued participation in the “employee welfare benefit plans” (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) in which Executive participates immediately prior to Executive’s date of termination on such terms as are then in effect for eighteen months following the termination of Executive’s employment with the Company and payment by the Company of the entire cost or premium for continued coverage pursuant to Section 4980B of the Code in the Company health plan occurs for a period of eighteen months following 10 years after the date of termination of the Executive’s termination 's employment with the Company, or, alternatively, if the Executive (or his estate) elects at any time in a written notice delivered to the Company to waive any particular Executive Benefits, the Company shall make a cash payment to the Executive within 10 days after receipt of such lesser period that election in an amount equal to the present value of the Company's cost of providing such Executive is entitled Benefits from the date of such election to the end of the foregoing 10 year period, and such continued coverage)present value shall be determined by reference to the Company's then-current cost levels and a discount rate equal to 120 percent of the short-term applicable Federal rate provided for in Section 1274(d) of the Internal Revenue Code (the "Code") for the month in which the Termination occurs. In the event that the continued coverage of Executive in any such employee welfare benefit plan or the Company health plan is barred by its termsaddition, the Company shall pay to the Executive, for the eighteen months following Executive’s termination (or the remainder of the eighteen month period in which continued coverage is barred) or for such lesser period during which Executive might have been entitled to such continued coveragewithin 10 days after said termination, the cash equivalent of the portion of the insurance premium charged to the Company for Executive’s participation in such employee welfare benefit plan(s) and/or the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination plus an additional amount such that after payment of the income and employment tax liability on such payment, Executive retains an amount equal to the portion sum of (a) the insurance premium charged dollar value of vacation time that would have been credited to the Executive pursuant to the Company's Vacation Policy (the "Vacation Policy") if the Executive had remained employed by the Company through the "Anniversary Date" (as defined in the Vacation Policy) immediately following his termination of employment, multiplied by a fraction, the numerator of which is the number of days which elapsed from the Executive's Anniversary Date immediately preceding the date of termination through the date of such termination, and the denominator of which is 365, plus (b) the dollar value of vacation time which the Executive was entitled to have taken immediately prior to the Executive's termination, which was not in fact taken by the Executive; the dollar value of vacation time referred to above shall be equal to the amount which would have been paid to the Executive by the Company during such vacation time had the vacation time in fact been taken by the Executive immediately prior to the Executive's termination. If the Executive dies during the 10-year period following the termination of this Agreement for any reason (including termination of employment by the Executive for Good Reason, or the death or disability of Executive) other than by the resignation of Executive without Good Reason or a termination by the Company for Cause, the Company shall provide the Executive Benefits, to the extent applicable, to the Executive’s participation 's estate, or make any applicable cash payments in such employee welfare benefit plan(s) and lieu thereof to said estate. The Executive shall be deemed to be employed by the entire premium for continued coverage in Company if the Company’s health plan prior to Executive’s termination of employment. (g) All stock options and Executive is employed by the Company or any other stock-based awards outstanding immediately prior to Executive’s termination of employment shall immediately vest and become exercisable by Executive for the remainder subsidiary of the term provided for in the agreement evidencing the stock option or award Company in which such options or other stock-based awards were granted. Except as provided in Section 20, Termination Benefits payable in the Company owns a lump sum shall be payable within ten days of Executive’s termination of employment in accordance with Section 3 and the other Termination Benefits shall be paid as described above. The payment majority of the Termination Benefits shall be reduced by amounts required to be withheld for applicable income and employment taxes.subsidiary's voting securities;

Termination Benefits. Upon a termination of Executive’s 's employment as -------------------- described in accordance with subsection (a), (b), (c) or (d) of Section 3, Executive shall be entitled to receive the following Termination Benefits: (a) A lump sum payment of in an amount equal to any unpaid Base Pay and accrued but unpaid salary leave or vacation pay from the Company and each Related Entity through the date Executive’s employment terminatesTermination Date; (b) A lump sum payment of in an amount equal to any bonus unpaid Annual Bonus that has been earned from the Company but which remains unpaid as of Executive’s termination of employmentor any Related Entity for a period ended prior to the Termination Date; (c) A lump sum payment of one and one-half in an amount equal to two (2) times Executive’s annual base salary at the rate in effect on the date of Executive’s termination of employment's Base Pay; (d) Reasonable outplacement services provided by the firm selected by Executive, the cost of which will be paid by the Company; provided, however, that the Company’s obligation under this subsection (d) will not exceed $15,000; (e) A lump sum reimbursement for payment in an amount equal to any unreimbursed expenses that Executive incurred on behalf of the Company or a Related Entity prior to termination of employment the Termination Date to the extent that such expenses are reimbursable under the Company’s standard reimbursement policies but have not been reimbursed as of the Company or the Related Entity; (e) Acceleration of the vesting and exercisability of all outstanding stock options and stock awards previously granted to the Executive and extension of the period for exercising such stock options until the expiration date of such stock options, notwithstanding the termination of Executive’s 's employment with the Company and all Related Entities and notwithstanding any provisions in such stock options to the contrary. For purposes of the foregoing sentence, the expiration date shall be the expiration date of the stock options that is not based on continuance or termination of employmentthe employment of Executive with the Company or any Related Entity; (f) Continued participation Payment of or reimbursement for any COBRA premiums during the Continuation Period for COBRA coverage elected for the Executive, his or her spouse and his or her dependents for those participating in the “employee welfare benefit plans” Welfare Plans providing health and medical insurance coverage who elect such COBRA coverage at the Termination Date. Executive's right to continuation of coverage under the Welfare Plans providing health and medical insurance coverage, pursuant to Section 4980B (as defined in Section 3(1or any successor section) of the Employee Retirement Income Security Act Code, shall commence as of 1974the Termination Date pursuant to the terms of such Welfare Plans. In lieu of the foregoing, as amendedif the Executive, his or her spouse and his or her dependents are not participating in the Welfare Plans providing health and medical insurance coverage at the Termination Date and are not entitled to elect such COBRA coverage, but (i) in which Executive participates immediately prior health and medical insurance coverage for the Executive, his or her spouse and his or her dependents (other than pursuant to Executive’s date of termination on such terms as are then the Welfare Plans) was in effect for eighteen months following the before termination of Executive’s 's employment and (ii) the Company or a Related Entity was paying or reimbursing Executive for any premiums on such other health and medical insurance coverage, then Executive shall be entitled to continue to receive payment of or reimbursement for any premiums during the Continuation Period for such other health and medical insurance coverage for the Executive, his or her spouse and his or her dependents; and (g) Continued payment of or reimbursement for any premiums during the Continuation Period on any individual life insurance policies covering the Executive that the Company or any Related Entity paid or reimbursed Executive for during his or her employment with the Company and payment by the Company of the entire cost or premium for continued coverage pursuant to Section 4980B of the Code in the Company health plan for a period of eighteen months following Executive’s termination (or such lesser period that Executive is entitled to such continued coverage)any Related Entity. In the event that the continued coverage of Executive in any such employee welfare benefit plan or the Company health plan is barred by its terms, the Company shall pay Executive, for the eighteen months following Executive’s termination (or the remainder of the eighteen month period in which continued coverage is barred) or for such lesser period during which Executive might have been entitled to such continued coverage, the cash equivalent of the portion of the insurance premium charged to the Company for Executive’s participation in such employee welfare benefit plan(s) and/or the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination plus an additional amount such that after payment of the income and employment tax liability on such payment, Executive retains an amount equal to the portion of the insurance premium charged to the Company for Executive’s participation in such employee welfare benefit plan(s) and the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination of employment. (g) All stock options and any other stock-based awards outstanding immediately prior to Executive’s termination of employment shall immediately vest and become exercisable by Executive for the remainder of the term provided for in the agreement evidencing the stock option or award in which such options or other stock-based awards were granted. Except as provided in Section 20, Termination Benefits payable in a lump sum shall will be payable paid to Executive in cash within ten thirty (30) days of Executive’s termination of employment in accordance with Section 3 and the other Termination Benefits shall be paid as described aboveDate. The payment of the Termination Benefits shall will be reduced by amounts required to be withheld for applicable income and employment taxestaxes and other amounts. The Executive shall be entitled to receive any other payments or Employee Benefits which Executive is entitled to receive under any employee benefit plan, program, or arrangement maintained by the Company or any Related Entity in which Executive participates as of the Termination Date. The amount, form and timing of such payments or Employee Benefits will be determined by the terms of such employee benefit plans, programs or arrangements.

Termination Benefits. Upon a termination of Executive’s 's employment as --------------------- described in accordance with subsection (a), (b), (c) or (d) of Section 3, Executive shall be entitled to receive the following Termination Benefits: (a) A lump sum payment of in an amount equal to any unpaid Base Pay and accrued but unpaid salary leave or vacation pay from the Company and each Related Entity through the date Executive’s employment terminatesTermination Date; (b) A lump sum payment of in an amount equal to any bonus unpaid Annual Bonus that has been earned from the Company but which remains unpaid as of Executive’s termination of employmentor any Related Entity for a period ended prior to the Termination Date; (c) A lump sum payment of one and one-half in an amount equal to two (2) times Executive’s annual base salary at the rate in effect on the date of Executive’s termination of employment's Base Pay; (d) Reasonable outplacement services provided by the firm selected by Executive, the cost of which will be paid by the Company; provided, however, that the Company’s obligation under this subsection (d) will not exceed $15,000; (e) A lump sum reimbursement for payment in an amount equal to any unreimbursed expenses that Executive incurred on behalf of the Company or a Related Entity prior to termination of employment the Termination Date to the extent that such expenses are reimbursable under the Company’s standard reimbursement policies but have not been reimbursed as of the Company or the Related Entity; (e) Acceleration of the vesting and exercisability of all outstanding stock options and stock awards previously granted to the Executive and extension of the period for exercising such stock options until the expiration date of such stock options, notwithstanding the termination of Executive’s 's employment with the Company and all Related Entities and notwithstanding any provisions in such stock options to the contrary. For purposes of the foregoing sentence, the expiration date shall be the expiration date of the stock options that is not based on continuance or termination of employmentthe employment of Executive with the Company or any Related Entity; (f) Continued participation Payment of or reimbursement for any COBRA premiums during the Continuation Period for COBRA coverage elected for the Executive, his or her spouse and his or her dependents for those participating in the “employee welfare benefit plans” Welfare Plans providing health and medical insurance coverage who elect such COBRA coverage at the Termination Date. Executive's right to continuation of coverage under the Welfare Plans providing health and medical insurance coverage, pursuant to Section 4980B (as defined in Section 3(1or any successor section) of the Employee Retirement Income Security Act Code, shall commence as of 1974the Termination Date pursuant to the terms of such Welfare Plans. In lieu of the foregoing, as amendedif the Executive, his or her spouse and his or her dependents are not participating in the Welfare Plans providing health and medical insurance coverage at the Termination Date and are not entitled to elect such COBRA coverage, but (i) in which Executive participates immediately prior health and medical insurance coverage for the Executive, his or her spouse and his or her dependents (other than pursuant to Executive’s date of termination on such terms as are then the Welfare Plans) was in effect for eighteen months following the before termination of Executive’s 's employment and (ii) the Company or a Related Entity was paying or reimbursing Executive for any premiums on such other health and medical insurance coverage, then Executive shall be entitled to continue to receive payment of or reimbursement for any premiums during the Continuation Period for such other health and medical insurance coverage for the Executive, his or her spouse and his or her dependents; and (g) Continued payment of or reimbursement for any premiums during the Continuation Period on any individual life insurance policies covering the Executive that the Company or any Related Entity paid or reimbursed Executive for during his or her employment with the Company and payment by the Company of the entire cost or premium for continued coverage pursuant to Section 4980B of the Code in the Company health plan for a period of eighteen months following Executive’s termination (or such lesser period that Executive is entitled to such continued coverage)any Related Entity. In the event that the continued coverage of Executive in any such employee welfare benefit plan or the Company health plan is barred by its terms, the Company shall pay Executive, for the eighteen months following Executive’s termination (or the remainder of the eighteen month period in which continued coverage is barred) or for such lesser period during which Executive might have been entitled to such continued coverage, the cash equivalent of the portion of the insurance premium charged to the Company for Executive’s participation in such employee welfare benefit plan(s) and/or the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination plus an additional amount such that after payment of the income and employment tax liability on such payment, Executive retains an amount equal to the portion of the insurance premium charged to the Company for Executive’s participation in such employee welfare benefit plan(s) and the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination of employment. (g) All stock options and any other stock-based awards outstanding immediately prior to Executive’s termination of employment shall immediately vest and become exercisable by Executive for the remainder of the term provided for in the agreement evidencing the stock option or award in which such options or other stock-based awards were granted. Except as provided in Section 20, Termination Benefits payable in a lump sum shall will be payable paid to Executive in cash within ten thirty (30) days of Executive’s termination of employment in accordance with Section 3 and the other Termination Benefits shall be paid as described aboveDate. The payment of the Termination Benefits shall will be reduced by amounts required to be withheld for applicable income and employment taxestaxes and other amounts. The Executive shall be entitled to receive any other payments or Employee Benefits which Executive is entitled to receive under any employee benefit plan, program, or arrangement maintained by the Company or any Related Entity in which Executive participates as of the Termination Date. The amount, form and timing of such payments or Employee Benefits will be determined by the terms of such employee benefit plans, programs or arrangements.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by termination of the Executive’s employment due to: (1) Executive’s dismissal or (2) Executive’s voluntary termination for Good Reason pursuant to Section 2(a), unless such termination is due to Termination for Cause, the Bank and the Holding Company shall pay Executive, or in accordance with Section 3the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a sum equal to two (2) time the 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 be entitled have been employed by the Bank for less than five years. Such average annual compensation shall include Base Salary and annual bonuses paid to receive the following Termination Benefits: (a) A lump sum Executive in any such year and payment of any accrued but unpaid salary from expense items without accountability or business purpose or that do not meet the Company through the date Executive’s employment terminates; (b) A lump sum payment of any bonus that has been earned from the Company but which remains unpaid as of Executive’s termination of employment; (c) A lump sum payment of one and one-half times Executive’s annual base salary at the rate in effect on the date of Executive’s termination of employment; (d) Reasonable outplacement services provided Internal Revenue Service requirements for deductibility by the firm selected by Executive, the cost of which will be paid by the Company; Bank’ provided, however, that the Company’s obligation any payment under this provision and subsection 3(b) below shall not exceed two (d2) times the Executive’s average annual compensation. Such payment shall be made in a lump sum within five business days of the Date of Termination, subject to delayed payment pursuant to Section 18 hereof, if applicable. Any such payment may also be delayed where the Bank reasonably anticipates that the making of the payment will violate Federal securities laws or other applicable law; provided that the payment is made at the earliest date at which the Bank reasonably anticipates that the making of the payment will not exceed $15,000;cause such violation. (eb) A 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, 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 expiration of twenty-four (24) full calendar months from the Date of Termination. If the provision of any of the benefits covered by this Section 3(b) would trigger the 20% excise tax and interest penalties under Section 409A of the Code, then the benefit(s) that would trigger such tax and interest penalties shall not be provided (collectively the “Excluded Benefits”), and in lieu of the Excluded Benefits, the Bank will pay to the Executive, in a lump sum reimbursement for any expenses Executive incurred on behalf of the Company prior to within thirty business days following termination of employment to the extent that or thirty business days after such expenses are reimbursable under the Company’s standard reimbursement policies but have not been reimbursed as of Executive’s determination, should it occur after termination of employment; (f) Continued participation in , a cash amount equal to the “employee welfare benefit plans” (as defined in Section 3(1) of cost to the Employee Retirement Income Security Act of 1974, as amended) in which Executive participates immediately prior to Executive’s date of termination on such terms as are then in effect for eighteen months following the termination of Executive’s employment with the Company and payment by the Holding Company of providing the entire cost or premium for continued coverage Excluded Benefits. Such lump sum payment will be subject to delayed payment pursuant to Section 4980B 18 hereof if applicable. (c) Notwithstanding the preceding paragraphs of this Section 3, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the “Termination Benefits”) constitute an “excess parachute payment” under Section 280G of the Code or any successor thereto, and in order to avoid such a result Termination Benefits will be reduced, if necessary, to an amount (the Company health plan for a period of eighteen months following Executive’s termination (or such lesser period that Executive is entitled to such continued coverage“Non-Triggering Amount”). In the event that the continued coverage of Executive in any such employee welfare benefit plan or the Company health plan is barred by its terms, the Company shall pay Executive, for the eighteen months following Executive’s termination value of which is one dollar (or the remainder of the eighteen month period in which continued coverage is barred$1.00) or for such lesser period during which Executive might have been entitled to such continued coverage, the cash equivalent of the portion of the insurance premium charged to the Company for Executive’s participation in such employee welfare benefit plan(s) and/or the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination plus an additional amount such that after payment of the income and employment tax liability on such payment, Executive retains less than an amount equal to the portion of the insurance premium charged to the Company for three (3) times Executive’s participation in such employee welfare benefit plan(s) and the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination of employment. (g) All stock options and any other stock-based awards outstanding immediately prior to Executive’s termination of employment shall immediately vest and become exercisable by Executive for the remainder of the term provided for in the agreement evidencing the stock option or award in which such options or other stock-based awards were granted. Except “base amount,” as provided in Section 20, Termination Benefits payable in a lump sum shall be payable within ten days of Executive’s termination of employment determined in accordance with said Section 3 and 280G. The allocation of the other Termination Benefits shall be paid as described above. The payment of reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be reduced determined by amounts required to be withheld for applicable income and employment taxesthe Bank.

Termination Benefits. Upon a termination of Executive’s employment in accordance with Section 3A. If during the Termination Period, Executive CSD shall be entitled to receive the following Termination Benefitsterminate Employee other than for Cause, then: 1. Beginning with the first regular pay period following the date on which a notice of termination is given and continuing for each pay period (aor part thereof) A lump sum payment of any accrued but unpaid salary from the Company through the date Executive’s employment terminates; (b) A lump sum payment of any bonus that has been earned from the Company but which remains unpaid as of Executive’s termination of employment; (c) A lump sum payment of one and one-half times Executive’s annual base salary at the rate in effect on the date of Executive’s termination of employment; (d) Reasonable outplacement services provided by the firm selected by Executive, the cost of which will be paid by the Company; provided, however, that the Company’s obligation under this subsection (d) will not exceed $15,000; (e) A lump sum reimbursement for any expenses Executive incurred on behalf end of the Company prior Termination Period, CSD shall pay to termination of employment Employee a severance payment equal to the extent that such expenses are reimbursable under the Company’s standard reimbursement policies but have not been reimbursed as of Executive’s termination of employment; (f) Continued participation in the “employee welfare benefit plans” (as defined in Section 3(1) amount of the Employee Retirement Income Security Act current rate of 1974, as amended) in which Executive participates salary paid for the pay period immediately prior to Executive’s date the Change of termination on such terms as are then Control, but in no event shall the total amount of severance payments made pursuant to this provision be less than six months of Employee's current rate of salary for the pay period immediately prior to the Change of Control. 2. CSD shall maintain in full force and effect for eighteen months following the termination continued benefit of Executive’s employment with Employee and Employee's dependents for the Company and payment by the Company duration of the entire cost or premium for Termination Period all health and dental benefits available to Employee and Employee's dependents by virtue of being an employee of CSD, provided that Employee's continued coverage pursuant to Section 4980B participation is possible under the general terms and provisions of such plans and programs, and provided further that Employee pays the Code in the Company health plan for a period of eighteen months following Executive’s termination (or regular active employee contribution, if any, required by such lesser period that Executive is entitled to such continued coverage)programs. In the event that the continued coverage of Executive participation by Employee in any such employee welfare benefit plan or program after the Company health plan date of Employee's termination is barred pursuant to the terms thereof, CSD shall obtain comparable coverage for Employee. In the event Employee becomes covered by its termsanother employer's group plan or programs during the Termination Period, CSD's plans or programs shall be liable for benefits only to the Company extent such benefits are not covered by the subsequent employer's plans or programs. After the Termination Period, Employee also shall pay Executivebe entitled to elect COBRA continuation coverage, to the extent Employee is eligible under the provisions thereof. B. The Employee agrees that any severance paid by CSD pursuant to Provision 4 (A) is the sole severance due and sole remedy available to the Employee for the eighteen months following Executive’s termination (or the remainder of the eighteen month period Employee's employment with CSD and that Provision 4 (A) replaces Provision 2 "Involuntary Termination" under the section entitled "Employment Status" of that certain Offer of Assignment between Employee and CSD dated April 26, 1996 (the "Offer", a copy of which is attached and incorporated by reference herein as Exhibit "A"), except as to the payment of relocation costs which provision shall remain in which continued coverage is barred) or for such lesser period during which Executive might have been entitled to such continued coverage, the cash equivalent full force and effect. All other terms and conditions of the portion of the insurance premium charged to the Company for Executive’s participation Offer not inconsistent with this Agreement shall remain in such employee welfare benefit plan(s) and/or the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination plus an additional amount such that after payment of the income full force and employment tax liability on such payment, Executive retains an amount equal to the portion of the insurance premium charged to the Company for Executive’s participation in such employee welfare benefit plan(s) and the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination of employmenteffect. (g) All stock options and any other stock-based awards outstanding immediately prior to Executive’s termination of employment shall immediately vest and become exercisable by Executive for the remainder of the term provided for in the agreement evidencing the stock option or award in which such options or other stock-based awards were granted. Except as provided in Section 20, Termination Benefits payable in a lump sum shall be payable within ten days of Executive’s termination of employment in accordance with Section 3 and the other Termination Benefits shall be paid as described above. The payment of the Termination Benefits shall be reduced by amounts required to be withheld for applicable income and employment taxes.

Termination Benefits. Upon a the termination of the Executive’s 's employment with the Company for any reason set forth in accordance with Section 3subsection 5(a) the Company shall provide the Executive (or, in the case of his death, his estate or other legal representative) benefits due him under the Company's benefits plans and policies for his services rendered to the Company prior to the date of such termination (according to the terms of such plans and policies), and the Company shall pay the Executive not later than five (5) business days after such termination, in a lump sum, all Base Salary earned through the date of such termination. The Executive shall be entitled to receive the following Termination Benefits: (a) A lump sum payment of any accrued but unpaid salary from the Company through the date Executive’s employment terminates; (b) A lump sum payment of any bonus that has been earned from the Company but which remains unpaid payments and benefits described below only as of Executive’s termination of employment; (c) A lump sum payment of one and one-half times Executive’s annual base salary at the rate in effect on the date of Executive’s termination of employment; (d) Reasonable outplacement services provided by the firm selected by Executive, the cost of which will be paid by the Company; provided, however, that the Company’s obligation under this subsection (d) will not exceed $15,000; (e) A lump sum reimbursement for any expenses Executive incurred on behalf of the Company prior to termination of employment to the extent that such expenses are reimbursable under the Company’s standard reimbursement policies but have not been reimbursed as of Executive’s termination of employment; (f) Continued participation in the “employee welfare benefit plans” (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) in which Executive participates immediately prior to Executive’s date of termination on such terms as are then in effect for eighteen months following the termination of Executive’s employment with the Company and payment by the Company of the entire cost or premium for continued coverage pursuant to Section 4980B of the Code in the Company health plan for a period of eighteen months following Executive’s termination (or such lesser period that Executive each is entitled applicable to such continued coverage). In the event that the continued coverage of Executive in any such employee welfare benefit plan or the Company health plan is barred by its terms, the Company shall pay Executive, for the eighteen months following Executive’s termination (or the remainder of the eighteen month period in which continued coverage is barred) or for such lesser period during which Executive might have been entitled to such continued coverage, the cash equivalent of the portion of the insurance premium charged to the Company for Executive’s participation in such employee welfare benefit plan(s) and/or the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination plus an additional amount such that after payment of the income and employment tax liability on such payment, Executive retains an amount equal to the portion of the insurance premium charged to the Company for Executive’s participation in such employee welfare benefit plan(s) and the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination of employment. (gi) All stock options In the event of a termination as a result of the Executive's death, and in addition to any other stockdeath benefits payable under the Company's benefit plans or policies, (A) for so long as the Executive's surviving spouse is receiving any Base Salary payment under clause (B) below, the Executive's eligible family dependents (collectively, "Family") shall be entitled to receive and participate in the disability, health, medical and other welfare benefit plans which the Executive and/or his Family would otherwise have been entitled to hereunder if the Executive had not terminated employment (the "Welfare Benefits") in addition to any continuation coverage which the Executive's Family is entitled to elect under Section 4980B of the Code; and (B) for a period of one year following the date of the Executive's death, the Executive's surviving spouse shall be paid (x) the Base Salary in effect at the date of the Executive's death, payable in monthly installments, and (y) the Annual Bonus that would have been paid under Section 3(b) to the Executive during such period, payable as and when annual incentive bonuses with respect to such period are paid by the Company to other senior executives of the Company. (ii) In the event of a termination as a result of the Executive's Permanent Disability, for a period of two years after the date of such termination of the Executive's employment, (A) the Executive and/or his Family shall be entitled to receive and participate in the Welfare Benefits in addition to any continuation coverage which the Executive and/or his Family is entitled to elect under Section 4980B of the Code; and (B) the Executive shall be paid (x) one-based awards outstanding immediately prior half of the Base Salary in effect at such date of termination, payable in monthly installments, and (y) one-half of the Annual Bonus that would be payable under Section 3(b) for such period, payable as and when annual incentive bonuses with respect to Executive’s such period are paid by the Company to other senior executives of the Company. (iii) In the event of a "Termination without Cause" under subsection 5(a)(iv), (A) the Executive and/or his Family shall be entitled until the earlier of (x) the first anniversary of the date of such termination of employment shall immediately vest and become exercisable by Executive for or (y) the remainder commencement of coverage of the term provided for Executive and/or his Family by another group medical benefits plan providing substantially comparable benefits to the Welfare Benefits and which does not contain any preexisting condition exclusions or limitations, to receive and participate in the agreement evidencing Welfare Benefits in addition to any continuation coverage which the stock option or award in which Executive and/or his Family is entitled to elect under Section 4980B of the Code; (B) not later than five (5) business days after such options or other stock-based awards were granted. Except as provided in Section 20termination, Termination Benefits payable the Company shall pay to the Executive a severance payment in a lump sum amount equal to two years of his then current Base Salary and Targeted Bonus. Provided, however, in the event of a Termination without Cause within one (1) year following the consummation of a Change of Control as defined in subsection 5(c)(iii) hereof, the Company shall pay the Executive within five (5) business days of such termination a lump sum payment equal to 299% of the sum of (1) the Executive's then current Base Salary and (2) the Executive's then current Targeted Bonus which shall be payable within ten days no less than one hundred percent (100%) of the Executive’s termination 's then current Base Salary. A Change of employment in accordance with Section 3 and the other Termination Benefits shall be paid Control payment, as described above. The payment of the Termination Benefits shall , may be reduced by amounts required to be withheld for applicable income and employment taxes.to

Termination Benefits. Upon 5.1. If (A) the Company terminates Executive's employment in violation of this Agreement or otherwise breaches its obligations to Executive under this Agreement; (B) the Company is deemed to terminate Executive's employment in violation of this Agreement, as provided in Section 5.3, and Executive gives the written notice to the Company provided for in such Section; or (C) at any time during the term of this Agreement individuals who presently constitute the Board of Directors of the Company, or who have been recommended for election to the Board by two-thirds of the Board consisting of individuals who are either presently on the Board or such recommended successors (such present directors or recommended directors being hereafter referred to as "Acceptable Directors"), cease for any reason to constitute at least a majority of such Board, and Executive gives the written notice to the Company provided for in Section hereof; then, upon the happening of any such events, (i) the Company shall pay to Executive within fifteen (15) days after such termination or breach (as severance pay and liquidated damages, in lieu of any other rights or remedies which might otherwise be available to him under this Agreement, and without mitigation of any kind or amount, whether or not Executive shall seek or accept other employment), a lump sum payment equal in amount to the aggregate base salary which would have been payable to Executive pursuant to Section 3 of this Agreement during the remaining term hereof (for purposes of this Section 5.1, the rate of Executive’s employment 's base salary shall be deemed to be Executive's base salary at the highest annual rate in accordance with effect during the one-year period immediately preceding termination or breach); and (ii) Executive shall have the right, exercisable within thirty (30) days after such termination or breach to sell to the Company any or all options held by Executive to purchase the Company common stock and options to purchase the securities of any other company at least 20% of the voting securities of which are owned by the Company ("Related Company") at a price per share equal to the amount by which (i) the average closing price of the Company common stock or the securities of such Related Company, as the case may be, on the New York Stock Exchange (or other applicable trading market if not listed on the New York Stock Exchange) during the thirty-day period immediately preceding the date on which he notifies the Company of his election to sell such options plus the fair market value per share of other securities or assets which Executive would be entitled to receive upon exercise of such options exceeds (ii) the option exercise price for each such share. All options not yet fully exercisable shall be deemed fully exercisable for purposes of the foregoing computation. Such payments shall be made by the Company within fifteen (15) days after Executive has notified the Company of the exercise of his right to sell such options and shall not require any further authorization or approval of the Board of Directors of the Company. In addition to the foregoing, the obligations of the Company to pay for the benefits provided in Section 34 hereof shall remain in full force and effect. 5.2. If it shall be determined that any amount payable by the Company under this Section 5 to or for the benefit of Executive (a "Base Payment") would be subject to the excise tax (the "Excise Tax") imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), then Executive shall be entitled to receive an additional payment (the following Termination Benefits: (a"Gross-Up Payment") A lump sum payment in an amount such that the net amount retained by Executive, after the calculation and deduction of any accrued but unpaid salary from Excise Tax on the Base Payment and any federal, state and local income taxes and Excise Tax on the Gross-Up Payment, shall be equal to the Base Payment. In determining this amount, the amount of the Gross-Up Payment attributable to federal income taxes shall be reduced by the maximum reduction in federal income taxes that could be obtained by the deduction of the portion of the Gross-Up Payment attributable to state and local income taxes. Finally, the Gross-Up Payment shall be reduced by income or Excise Tax withholding payments made by the Company through to any federal, state or local taxing authority with respect to the Gross-Up Payment that was not deducted from compensation payable to Executive. All determinations required to be made under this Section , including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment, and the assumptions to be utilized in arriving at such determination, except as specified above, shall be made by the Company's independent auditors (the "Accounting Firm"), which shall provide detailed supporting calculations both to the Company and Executive within fifteen (15) business days after the receipt of notice from Executive that there should be a Gross-Up Payment. The determination of tax liability made by the Accounting Firm shall be subject to review by Executive's tax advisor, and, if Executive's tax advisor does not agree with the determination reached by the Accounting Firm, then the Accounting Firm and Executive's tax advisor shall jointly designate a nationally recognized public accounting firm, which shall make the determination. All fees and expenses of the accountants and tax advisors retained by either Executive or the Company shall be borne by the Company. Any Gross-Up Payment shall be paid by the Company to Executive within five (5) days after the receipt of the determination. Any determination by a jointly designated public accounting firm shall be binding upon the Company and Executive. 5.3. The Company shall be deemed to have terminated Executive's employment in violation of this Agreement for all purposes hereunder, if, among other things, without his prior written consent, 5.3.1. Executive is placed in any position of lesser stature than that of Vice Chairman of the Company; is assigned duties inconsistent with such position or duties which, if performed, would result in a significant change in the nature or scope of powers, authority, functions or duties inherent in such position on the date Executive’s employment terminates; (b) A lump sum payment of any bonus that has been earned from hereof; is assigned performance requirements or working conditions which are at variance with the Company but which remains unpaid as of Executive’s termination of employment; (c) A lump sum payment of one performance requirements and one-half times Executive’s annual base salary at the rate working conditions in effect on the date hereof; or is accorded treatment on a general basis which is in derogation of Executive’s termination of employmenthis status as Vice Chairman; (d) Reasonable outplacement services provided by 5.3.2. Executive ceases to serve as a member of the firm selected by Executive, the cost Board of which will be paid by Directors of the Company; provided, however, that the Company’s obligation under this subsection (d) will not exceed $15,000; 5.3.3. The Company discontinues or reduces (efrom the highest level in effect during the term of this Agreement) A lump sum reimbursement for any expenses the amount of base salary payable to Executive incurred pursuant to this Agreement; or 5.3.4. The Company discontinues or reduces (from the level in effect on behalf the date hereof) the perquisites or fringe benefits inherent in Executive's position on the date hereof; and Executive gives written notice of his election to deem such act to constitute termination, in which event termination pursuant to this Section 5.3, shall be deemed to have occurred upon the date of the Company prior to termination giving of employment to the extent that such expenses are reimbursable under the Company’s standard reimbursement policies but have not been reimbursed as of Executive’s termination of employment;notice. (f) Continued participation in the “employee welfare benefit plans” (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) in which Executive participates immediately prior to Executive’s date of termination on such terms as are then in effect for eighteen months following the termination of Executive’s employment with the Company and payment by the Company of the entire cost or premium for continued coverage pursuant to Section 4980B of the Code in the Company health plan for a period of eighteen months following Executive’s termination (or such lesser period that Executive is entitled to such continued coverage)5.4. In the event that of a change in the continued coverage constitution of Executive in any such employee welfare benefit plan or the Board of Directors of the Company health plan is barred by its terms, the Company shall pay Executive, for the eighteen months following Executive’s termination (or the remainder of the eighteen month period in which continued coverage is barred) or for such lesser period during which Executive might have been entitled to such continued coverage, the cash equivalent of the portion of the insurance premium charged to the Company for Executive’s participation in such employee welfare benefit plan(s) and/or the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination plus an additional amount such that after payment it does not include a majority of the income and employment tax liability on such payment, Executive retains an amount equal to the portion of the insurance premium charged to the Company for Executive’s participation in such employee welfare benefit plan(s) and the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination of employment. (g) All stock options and any other stock-based awards outstanding immediately prior to Executive’s termination of employment shall immediately vest and become exercisable by Executive for the remainder of the term provided for in the agreement evidencing the stock option or award in which such options or other stock-based awards were granted. Except Acceptable Directors as provided in clause (C) of Section 205.1 hereof, Termination Benefits payable and in a lump sum the further event that at any time thereafter, Executive gives written notice of the election to terminate this Agreement, termination pursuant to this Section 5 shall be payable within ten days of Executive’s termination of employment in accordance with Section 3 and deemed to have occurred upon the other Termination Benefits shall be paid as described above. The payment date of the Termination Benefits shall be reduced by amounts required to be withheld for applicable income and employment taxesgiving of such notice.

Termination Benefits. Upon a termination of Executive’s employment in accordance with Section 3, Executive shall be entitled to receive the following Termination Benefits: (a) A lump sum payment of any accrued but unpaid salary from Benefits Upon Termination Without Cause or for Good Reason other than in connection with a Change in Control. In the Company through the date Executive’s employment terminates; (b) A lump sum payment of any bonus that has been earned from the Company but which remains unpaid as of Executive’s termination of employment; (c) A lump sum payment of one and one-half times Executive’s annual base salary at the rate in effect on the date of Executive’s termination of employment; (d) Reasonable outplacement services provided by the firm selected by Executive, the cost of which will be paid by the Company; provided, however, that the Company’s obligation under this subsection (d) will not exceed $15,000; (e) A lump sum reimbursement for any expenses Executive incurred on behalf of the Company prior to termination of employment to the extent that such expenses are reimbursable under the Company’s standard reimbursement policies but have not been reimbursed as of Executive’s termination of employment; (f) Continued participation in the “employee welfare benefit plans” (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) in which Executive participates immediately prior to Executive’s date of termination on such terms as are then in effect for eighteen months following the termination of event Executive’s employment with the Company and payment is terminated by the Company without Cause (and other than as a result of Executive’s death or disability) or Executive terminates his employment for Good Reason, in either case other than during the entire cost or premium for continued coverage pursuant Change in Control Period (as defined in Section 3(b) below), then subject to Section 4980B of the Code in Executive’s delivery to the Company health plan for of a Release and Waiver in substantially the form attached hereto as Exhibit A (the “Release and Waiver”) within the applicable time period set forth therein, but in no event later than forty-five (45) days following termination of eighteen months following Executive’s termination (or employment, and permitting such lesser period that Executive is entitled Release and Waiver to such continued coverage). In the event that the continued coverage of Executive become fully effective in any such employee welfare benefit plan or the Company health plan is barred by accordance with its terms, the Company shall provide Executive with the following severance benefits hereunder: (i) Severance pay in the form of a single lump sum payment equal to the sum of (x) seventy-five percent (75%) of Executive’s Annual Base Salary and (y) the arithmetic mean of Executive’s annual bonuses, if any, paid or payable for the eighteen months following three full calendar years completed prior to the date of termination (it being understood that if Executive received or will receive no bonus from the Company for one or more of such prior calendar years, the years in which no bonus was paid or payable shall be disregarded and the arithmetic mean of Executive’s bonuses for the remaining years (if any) shall be used) pro rated based on the ratio that the number of days from the beginning of the calendar year in which such termination occurs through the date of termination bears to 365. Such payment shall be calculated ignoring any decrease in Executive’s Annual Base Salary that forms the basis for Executive’s termination (or for Good Reason, if applicable, and shall be made on the remainder first regular payroll date of the eighteen month period Company following the effective date of the Release and Waiver and in no event later than March 15 of the year immediately following the year in which continued coverage is barredExecutive’s termination occurs. (ii) Notwithstanding any contrary terms of any stock option grant, option agreement or for such lesser period during which other equity award agreement between the Company and Executive, Executive might have been entitled shall vest immediately with respect to such continued coveragenumber of outstanding unvested stock options, the cash equivalent shares of the portion of the insurance premium charged to the Company for Executive’s participation in such employee welfare benefit plan(s) and/or the entire premium for continued coverage in restricted stock and other equity awards covering the Company’s health plan prior common stock granted to Executive’s termination plus an additional amount such that after payment of the income and employment tax liability on such payment, Executive retains an amount equal to the portion of the insurance premium charged to by the Company for Executive’s participation in such employee welfare benefit plan(s) and the entire premium for continued coverage in the Company’s health plan prior that are subject to Executive’s termination of employment. (g) All stock options and any other stocktime-based awards outstanding immediately prior to Executive’s termination of employment shall immediately vest vesting requirements and become exercisable by Executive for the remainder of the term provided for in the agreement evidencing the stock option or award in which such options or other stock-based awards were granted. Except as provided in Section 20, Termination Benefits payable in a lump sum shall be payable within ten days of Executive’s termination of employment would have vested in accordance with Section 3 and the other Termination Benefits shall be paid applicable vesting schedule as described above. The payment if Executive had been employed for an additional 9 months as of the Termination Benefits shall be reduced by amounts required to be withheld for applicable income and employment taxesdate of termination.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the involuntary termination of Executive’s 's employment (other than for Termination for Cause) or voluntary termination within twelve (12) months of the effective date of the Change in accordance with Section Control following any demotion, loss of title, office or significant authority, material reduction in his annual compensation or benefits, or relocation of his principal place of employment by more than 35 miles from its location immediately prior to the Change in Control (unless Executive so consents), the Institution 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, a sum equal to three (3, ) times Executive's average annual compensation for the five most recent taxable years that Executive has been employed by the 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 average annual compensation shall include base salary and any other taxable income, including but not limited to amounts related to the granting, vesting or exercise of restricted stock or stock option 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 entitled paid to receive Executive or paid for Executive's benefit during any such year. At the following Termination Benefits: (a) A election of Executive which election is to be made prior to a Change in Control, such payment shall be made in a lump sum payment or on an annual basis in approximately equal installments over a period of any accrued but unpaid salary from the Company through the date Executive’s employment terminates;thirty-six (36) months. (b) A lump sum payment Upon the occurrence of a Change in Control of the Institution or the Holding Company followed at any bonus that has been earned from time during the Company but which remains unpaid as term of this Agreement by Executive’s 's voluntary or involuntary termination of employment;, other than for Termination for Cause, the Institution shall cause to be continued life, medical and disability coverage substantially identical to the coverage maintained by the Institution or Holding Company for Executive prior to his severance, except to the extent such coverage may be changed in its application to all Institution or Holding Company employees on a nondiscriminatory basis. Such coverage and payments shall cease upon the expiration of thirty-six (36) full calendar months from the Date of Termination. (c) A lump sum payment 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, 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 Code; and (ii) if such Termination Benefits were reduced to an amount (the "Non-Triggering Amount"), the value of which is one and one-half dollar ($1.00) less than an amount equal to three (3) times Executive’s annual 's "base salary at amount," as determined in accordance with said Section 280G and the Non-Triggering Amount less the product of the marginal rate in effect on of any applicable state and federal income tax and the date Non-Triggering Amount would be greater than the aggregate value of Executive’s termination the Termination Benefits (without such reduction) minus (i) the amount of employment; (d) Reasonable outplacement services provided by the firm selected by Executive, the cost of which will tax required to be paid by the Company; provided, however, that the Company’s obligation under this subsection (d) will not exceed $15,000; (e) A lump sum reimbursement for any expenses Executive incurred on behalf of the Company prior to termination of employment to the extent that such expenses are reimbursable under the Company’s standard reimbursement policies but have not been reimbursed as of Executive’s termination of employment; (f) Continued participation in the “employee welfare benefit plans” (as defined in thereon by Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) in which Executive participates immediately prior to Executive’s date of termination on such terms as are then in effect for eighteen months following the termination of Executive’s employment with the Company and payment by the Company of the entire cost or premium for continued coverage pursuant to Section 4980B 4999 of the Code in and further minus (ii) the Company health plan for a period of eighteen months following Executive’s termination (or such lesser period that Executive is entitled to such continued coverage). In the event that the continued coverage of Executive in any such employee welfare benefit plan or the Company health plan is barred by its terms, the Company shall pay Executive, for the eighteen months following Executive’s termination (or the remainder product of the eighteen month period in which continued coverage is barred) or for such lesser period during which Executive might have been entitled to such continued coverage, the cash equivalent of the portion of the insurance premium charged to the Company for Executive’s participation in such employee welfare benefit plan(s) and/or the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination plus an additional amount such that after payment of the income and employment tax liability on such payment, Executive retains an amount equal to the portion of the insurance premium charged to the Company for Executive’s participation in such employee welfare benefit plan(s) Termination Benefits and the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination marginal rate of employment. (g) All stock options any applicable state and any other stock-based awards outstanding immediately prior to Executive’s termination of employment shall immediately vest and become exercisable by Executive for the remainder of the term provided for in the agreement evidencing the stock option or award in which such options or other stock-based awards were granted. Except as provided in Section 20federal income tax, Termination Benefits payable in a lump sum shall be payable within ten days of Executive’s termination of employment in accordance with Section 3 and the other Termination Benefits shall be paid as described above. The payment of then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits shall be determined by amounts required to be withheld for applicable income and employment taxesthe Executive.

Termination Benefits. Upon a termination of Executive’s employment If Executive executes and delivers this Release and does not revoke this Release within the time set forth in accordance with Section 313 below, then Executive shall will be entitled entitled, subject to receive the following terms and conditions set forth below and in the plan documents, to the payments and benefits set forth in this Section 3 (collectively the “Termination Benefits: (a) A lump sum payment of any accrued but unpaid salary from the Company through the date Executive’s employment terminates; (b) A lump sum payment of any bonus that has been earned from the Company but ”), which remains unpaid as of Executive’s termination of employment; (c) A lump sum payment of one and one-half times Executive’s annual base salary at the rate together satisfy in effect on the date of Executive’s termination of employment; (d) Reasonable outplacement services provided by the firm selected by Executive, the cost of which will be paid by the Company; provided, however, that full the Company’s obligation under this subsection (d) will not exceed $15,000; (e) A lump sum reimbursement for any expenses Executive incurred on behalf of the Company prior obligations with respect to termination of employment to the extent that such expenses are reimbursable payments and benefits under the Company’s standard reimbursement policies but have not been reimbursed as of Employment Agreement or otherwise: a. [Separation Pay: The Company shall pay Executive $________ (representing ______ times the Executive’s termination of employment; (f) Continued participation in the “employee welfare benefit plans” Base Salary, (as defined in Section 3(1) 2.1 of the Employee Retirement Income Security Act of 1974Employment Agreement)), as amended) paid in which Executive participates immediately prior to Executiveequal installments on the Company’s date of termination on such terms as are then in effect for eighteen months following the termination of Executive’s employment with the Company and payment by the Company of the entire cost or premium for continued coverage pursuant to Section 4980B of the Code in the Company health plan normal payroll dates for a period of eighteen 12 consecutive months commencing from the Termination Date in accordance with the normal payroll practice of the Company, with each payment deemed to be a separate payment for purposes of IRS Code §409A. The first payment shall be made on the next normal payroll day following Executive’s termination the Release Effective Date, as that term is defined in Section 13 below.] b. [Separation Bonus: The Company shall pay Executive $________ (or such lesser period that representing ______ times the average of the Target Bonus (as defined in Section 2.2 of the Employment Agreement) the Executive is entitled to such continued coverage). In the event that the continued coverage of Executive in any such employee welfare benefit plan or received from the Company health plan for all fiscal years completed during the term of the Employment Agreement), paid in equal installments on the Company’s normal payroll dates for a period of 12 consecutive months commencing from the Termination Date in accordance with the normal payroll practice of the Company, with each payment deemed to be a separate payment for purposes of IRS Code §409A. The first payment shall be made on the next normal payroll day following the Release Effective Date, as that term is barred by its termsdefined in Section 13 below.] c. [Pro Rata Bonus: No later than __________, the Company shall pay Executive, for the eighteen months following Executive’s termination (or the remainder of the eighteen month period in which continued coverage is barred) or for such lesser period during which Executive might have been entitled to such continued coverage, the cash equivalent of the a pro rata portion of the insurance premium charged to the Company for Executive’s participation in such employee welfare benefit plan(s) and/or the entire premium Target Bonus for continued coverage in fiscal year _____ based solely on the Company’s health plan prior to Executive’s termination plus an additional amount such that after payment of the income and employment tax liability on such payment, Executive retains an amount equal to the portion of the insurance premium charged to the Company for Executive’s participation in such employee welfare benefit plan(s) and the entire premium for continued coverage in actual results against the Company’s health plan prior to Executive’s termination of employment. (g) All stock options and any other stock-based awards outstanding immediately prior to Executive’s termination of employment shall immediately vest and become exercisable by Executive goals for the remainder year (determined by multiplying the amount of such Target Bonus which would be due for the term provided for full fiscal year, as determined in good faith by the agreement evidencing Board, by a fraction, the stock option or award in numerator of which such options or other stock-based awards were granted. Except as provided in Section 20, is the number of days up to the Termination Benefits payable in a lump sum shall be payable within ten days Date during the fiscal year of Executive’s termination of employment in accordance with Section 3 that the Executive was employed by the Company and the other Termination Benefits shall be paid as described above. The payment denominator of the Termination Benefits shall be reduced by amounts required to be withheld for applicable income and employment taxeswhich is 365).]

Termination Benefits. Upon a termination of Executive’s employment in accordance with Section 3, Executive Employee shall be entitled to receive the following Termination Benefitstermination benefits, provided that this Agreement becomes effective and is not revoked during the seven-day revocation period set forth in Section 11 below, and also subject to Section 6 below: (a) A lump sum payment of a. WESCO shall pay to Employee any accrued but unpaid current salary from the Company and fringe benefits (including accrued but unused paid time off of five days) through the date Executive’s employment terminates;Termination Date, and the severance compensation and benefits identified in Annex I attached hereto and made a part hereof (hereinafter the “Severance Benefits”). (b) A lump sum payment of any bonus that has been earned from the Company but which remains unpaid as of Executive’s b. The termination of employment; (c) A lump sum payment of one and one-half times Executive’s annual base salary at the rate in effect Employee's employment on the date Termination Date shall constitute a qualifying event, as described in Section 4980B(f)(3) of Executive’s termination the Code, with respect to Employee's health care continuation rights under the Consolidated Omnibus Budget Reconciliation Act, as amended (“COBRA”). As of employment; (dthe Termination Date, Employee will be deemed to have elected health care continuation coverage under COBRA. Employee shall be eligible to receive health care continuation coverage from WESCO for the period beginning on the Termination Date for a period of eighteen months to the extent provided under COBRA, subject to the terms and conditions of WESCO's existing health care programs and arrangements and Section 4980B(f) Reasonable outplacement services provided by of the firm selected by Executive, the cost of which will Code. The premiums for such health care continuation coverage shall be paid by Employee as provided under COBRA to the Companyextent not provided otherwise in the Severance Benefits. The period from the Termination Date through the first anniversary of the Termination Date, and thereafter, shall be charged against Employee's rights under COBRA, as amended, and Section 4980B(f) of the Code. c. To the extent that any of the foregoing benefits are subject to federal, state or local income or other taxes and WESCO believes, in good faith, that it is required by applicable law to withhold any such taxes in respect of any payment or benefit, WESCO shall make withholding in the amounts it determines to be appropriate and shall remit those amounts to the appropriate taxing authorities. WESCO's obligations shall be limited to those imposed on employers for withholding of taxes under applicable law and Employee shall be responsible for the timely reporting of income and the payment of taxes thereon. d. Notwithstanding any other provision of this Agreement, Employee may pursue a claim for unemployment compensation and WESCO will indicate that it does not contest such claim; provided, however, that both parties will satisfy their legal obligations to provide other information as the Company’s obligation under this subsection (d) will not exceed $15,000; (e) A lump sum reimbursement for any expenses Executive incurred on behalf of the Company prior to termination of employment to the extent that such expenses are reimbursable under the Company’s standard reimbursement policies but have not been reimbursed as of Executive’s termination of employment; (f) Continued participation in the “employee welfare benefit plans” (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) in which Executive participates immediately prior to Executive’s date of termination on such terms as are then in effect for eighteen months following the termination of Executive’s employment with the Company and payment by the Company of the entire cost or premium for continued coverage pursuant to Section 4980B of the Code in the Company health plan for a period of eighteen months following Executive’s termination (or such lesser period that Executive is entitled to such continued coverage). In the event that the continued coverage of Executive in any such employee welfare benefit plan or the Company health plan is barred by its terms, the Company shall pay Executive, for the eighteen months following Executive’s termination (or the remainder of the eighteen month period in which continued coverage is barred) or for such lesser period during which Executive might have been entitled to such continued coverage, the cash equivalent of the portion of the insurance premium charged to the Company for Executive’s participation in such employee welfare benefit plan(s) and/or the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination plus an additional amount such that after payment of the income and employment tax liability on such payment, Executive retains an amount equal to the portion of the insurance premium charged to the Company for Executive’s participation in such employee welfare benefit plan(s) and the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination of employmentunemployment compensation agency may request. (g) All stock options and any other stock-based awards outstanding immediately prior to Executive’s termination of employment shall immediately vest and become exercisable by Executive for the remainder of the term provided for in the agreement evidencing the stock option or award in which such options or other stock-based awards were granted. Except as provided in Section 20, Termination Benefits payable in a lump sum shall be payable within ten days of Executive’s termination of employment in accordance with Section 3 and the other Termination Benefits shall be paid as described above. The payment of the Termination Benefits shall be reduced by amounts required to be withheld for applicable income and employment taxes.

Termination Benefits. Upon In the event of a termination of Executive’s employment in accordance with Section 3, Executive shall be entitled to receive the following Termination Benefits: (a) A lump sum payment of any accrued but unpaid salary from by the Company through the date Executive’s employment terminates; (b) A lump sum payment of any bonus that has been earned from the Company but which remains unpaid as of Executive’s termination of employment; (c) A lump sum payment of one and one-half times Executive’s annual base salary at the rate in effect on the date of Executive’s termination of employment; (d) Reasonable outplacement services provided by the firm selected by Executive, the cost of which will be paid by the Company; provided, however, that the Company’s obligation under this subsection (d) will not exceed $15,000; (e) A lump sum reimbursement for any expenses Executive incurred on behalf of the Company prior to termination of employment to the extent that such expenses are reimbursable under the Company’s standard reimbursement policies but have not been reimbursed as of Executive’s termination of employment; (f) Continued participation in the “employee welfare benefit plans” Without Cause (as defined in Section 3(19(d) below) or a Termination by the Executive for Good Reason (as defined in Section 9(e) below), the Company shall pay Executive a severance amount equal to two (2) times Executive’s Base Salary in equal monthly installments over a period of two (2) years from her termination date (the “Severance”), except that, solely in the event of a Termination by the Executive for Good Reason triggered by the Company’s breach of Section 7(b), the Severance shall be equal to one (1) times Executive’s Base Salary, and payable in equal monthly installments over a period of one (1) year from her termination date. Additionally, within thirty (30) calendar days after her termination date, Executive shall receive (i) her accrued Base Salary earned through the termination date, (ii) the sum of any earned and accrued but unpaid Annual Bonus for the fiscal year prior to the fiscal year during which termination occurs, (iii) any expenses owed to the Executive, and (iv) any amounts accrued and owing from Executive’s participation in, or benefits plans under Section 5, which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, programs or arrangements and such other or additional benefits as may be, or become, due to her under the applicable plans, programs, agreements, corporate governance documents or other arrangements of the Employee Retirement Income Security Act Company. The Severance shall not be paid or payable to Executive unless and until Executive timely executes an agreement releasing the Company and its affiliates from any and all known and unknown claims related to Executive’s employment or termination of 1974employment in a form requested by the Company, and such agreement becomes effective and not revocable. Executive shall have the right to exercise the vested portion of any Option or Additional Option in accordance with the terms of the Plan and applicable option agreement(s). If Executive is a “specified employee” of the Company or its successor (as determined by the Company’s “specified employee” policy, or if no such policy has been established, as amendeddetermined in accordance with the default provisions of Treasury Regulation Section 1.409A-1(i)), then Executive shall not receive payments during the six (6) month period immediately following her termination date in excess of the lesser of (x) the amounts payable in accordance with the Severance described in Section 9(c) or (y) two times the compensation limit in effect under Code Section 401(a)(17) for the calendar year in which Executive participates immediately prior to Executive’s date of termination occurs (with any amounts that otherwise would have been payable under this Section 9(c) during such six (6) month period being paid on such terms as are then in effect for eighteen months the first regular payroll date following the termination lapse of Executive’s employment with six (6) months from the Company and payment by the Company date of the entire cost or premium for continued coverage pursuant to Section 4980B of the Code in the Company health plan for a period of eighteen months following Executive’s termination (or such lesser period that Executive is entitled to such continued coverage). In the event that the continued coverage of Executive in any such employee welfare benefit plan or the Company health plan is barred by its termstermination, the Company shall pay Executive, for the eighteen months following Executive’s termination (or the remainder of the eighteen month period in which continued coverage is barred) or for such lesser period during which Executive might have been entitled to such continued coverage, the cash equivalent of the portion of the insurance premium charged to the Company for Executive’s participation in such employee welfare benefit plan(s) and/or the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination plus an additional amount such that after payment of the income and employment tax liability on such payment, Executive retains an amount equal to the portion of the insurance premium charged to the Company for Executive’s participation in such employee welfare benefit plan(s) and the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination of employment. (g) All stock options and any other stock-based awards outstanding immediately prior to Executive’s termination of employment shall immediately vest and become exercisable by Executive for the remainder of the term provided for in the agreement evidencing the stock option or award in which such options or other stock-based awards were granted. Except as provided in Section 20, Termination Benefits remaining installments payable in a lump sum shall be payable within ten days of Executive’s termination of employment thereafter in accordance with this Section 3 and the other Termination Benefits shall be paid as described above. The payment of the Termination Benefits shall be reduced by amounts required to be withheld for applicable income and employment taxes9(c)).

Termination Benefits. Upon a termination of Executive’s employment in accordance with Section 3, Executive shall be entitled to receive the following Termination Benefits: (a) A The Company shall pay Executive an amount equal to one hundred and eighty percent (180%) of his Base Salary and annual target bonus in one lump sum amount. The Company shall use Executive's highest Base Salary and annual target bonus in effect at any time during the term of this Agreement for purposes of calculating the payment of any accrued but unpaid salary from to Executive under this Section 4.1. All such amounts shall be paid by the Company through as soon as administratively possible (i.e., no later than fifteen (15) days) following the date first point in time that the Company is no longer prohibited from deducting such payments for income tax purposes under the provisions of Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), but not prior to the eighth day following Executive’s 's execution of the Release. Amounts not paid to Executive within fifteen (15) days of Executive's termination of employment terminates;as a result of the application of the preceding sentence shall be credited to Executive's account under the Company's 1994 Nonqualified Deferred Compensation Plan. Upon payment, such amounts shall be reduced by applicable withholding taxes and other deductions required by law or authorized by Executive. (b) A lump sum payment All of any bonus that has been earned from the Company but which remains unpaid as of Executive’s termination of employment; (c) A lump sum payment of one unvested options and one-half times Executive’s annual base salary at the rate in effect other stock awards held by Executive on the date of Executive’s termination of employment; (d) Reasonable outplacement services provided by the firm selected by Executive, the cost of which will be paid by the Company; provided, however, that the Company’s obligation under this subsection (d) will not exceed $15,000; (e) A lump sum reimbursement for any expenses Executive incurred on behalf of the Company prior to termination of employment to the extent that such expenses are reimbursable under the Company’s standard reimbursement policies but have not been reimbursed as of Executive’s termination of employment; (f) Continued participation in the “employee welfare benefit plans” (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) in which Executive participates immediately prior to Executive’s date of termination on such terms as are then in effect for eighteen months following the termination of Executive’s employment with the Company and payment by the Company of the entire cost or premium for continued coverage pursuant to Section 4980B of the Code in the Company health plan for a period of eighteen months following Executive’s termination (or such lesser period that Executive is entitled to such continued coverage). In the event that the continued coverage of Executive in any such employee welfare benefit plan or the Company health plan is barred by its terms, the Company shall pay Executive, for the eighteen months following Executive’s termination (or the remainder of the eighteen month period in which continued coverage is barred) or for such lesser period during which Executive might have been entitled to such continued coverage, the cash equivalent of the portion of the insurance premium charged to the Company for Executive’s participation in such employee welfare benefit plan(s) and/or the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination plus an additional amount such that after payment of the income and employment tax liability on such payment, Executive retains an amount equal to the portion of the insurance premium charged to the Company for Executive’s participation in such employee welfare benefit plan(s) and the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination of employment. (g) All stock including unvested options and any other stock-based stock awards outstanding immediately prior on the Commencement Date) that would have vested over the succeeding thirty month (30 month) period had Executive continued to Executive’s termination of employment provide the Services during that period shall immediately vest and become exercisable in full on the date of Executive's termination of employment. This acceleration will have no effect on any other provisions of the stock awards, including but not limited to the provisions of the performance options dealing with the acceleration of vesting upon the achievement of performance milestones. (c) For a period of twelve (12) months following termination of employment, the Company shall continue to provide Executive with, and pay the full cost of, health, disability and life insurance coverage for Executive, his spouse and dependents that is commensurate with the coverage then provided to Executive, his spouse and dependents at the time of termination. The Company shall structure such health, disability and life insurance coverage as nontaxable benefits to the maximum extent possible, including, but not limited to, by characterizing such benefits as coverage to a former employee. Specifically for health insurance coverage, to the extent permitted by the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") and by the Company's group health insurance policies, the Executive shall elect COBRA continuation coverage and the Company shall pay Executive and his covered dependents' COBRA continuation premiums for twelve (12) months following the date of termination of employment. Executive agrees to notify the General Counsel of the Company, in writing, immediately upon the commencement of health benefit coverage which would cause Executive's COBRA continuation coverage to cease. Section 4.1 (c) provides only for the remainder Company's payment of COBRA continuation premiums for the term provided for periods specified above. This Section 4.1(c) is not intended to affect, nor does it affect, the rights of Executive, or Executive's covered dependents under any applicable law with respect to health insurance continuation coverage. (d) The Company shall also provide Executive with the benefits described in Section 5.5, but only in the agreement evidencing the stock option or award in which such options or other stock-based awards were granted. Except as provided in Section 20, Termination Benefits payable in a lump sum shall be payable within ten days event of Executive’s 's involuntary termination of employment in accordance with Section 3 and the other Termination Benefits shall be paid as described above. The payment of the Termination Benefits shall be reduced by amounts required to be withheld for applicable income and employment taxesCompany without Cause.

Termination Benefits. (a) Upon a Executive’s termination of Executive’s employment in accordance with Section 3the Company for any reason, Executive shall be entitled eligible to receive (i) his earned but unpaid base salary through the following Date of Termination Benefits: in accordance with the Company’s normal payroll practices; (aii) A lump sum payment of any his accrued but unpaid salary from vacation pay in accordance with the Company’s normal payment practices; (iii) any business expenses incurred by Executive prior to the Date of Termination in compliance with the policies and procedures of the Company; and (iv) his vested deferred compensation balance under the Company’s Executive Deferred Compensation Plan (the “EDCP”), subject to the terms and conditions of the EDCP, including any required six (6) month delay pursuant to Section 409A of the Internal Revenue Code of 1986, as amended. (b) If Executive (i) remains employed by the Company through the date Executiveexpiration of the Transition Period, (ii) timely executes and does not revoke the Release of Claims set forth on Exhibit A hereto after the Date of Termination and (iii) continues to comply with all Restrictive Covenants (as defined below), then the Company will provide Executive with the following: (A) A pro-rated annual cash bonus payment for 2019 under the terms and conditions of the Company’s employment terminatesExecutive Management Incentive Plan (the “EMIP”) in an amount equal to the product of (A) the amount that would have been payable to Executive based on actual performance had he remained employed for the entirety of the 2019 calendar year and (B) a fraction, the numerator of which is the number of days elapsed in 2019 through the expiration of the Transition Period and the denominator of which is 365, payable at the same time as bonuses are paid under the EMIP to continuing employees generally; (bB) A lump sum payment of any bonus that has been earned from the Company but which remains unpaid as of Executive’s termination of employment; (c) A lump sum payment of one and one-half times Executive’s annual base salary at the rate in effect on the date of Executive’s termination of employment; (d) Reasonable outplacement services provided by the firm selected by Executive, the cost of which will be paid by the Company; provided, however, that the Company’s obligation under this subsection (d) will not exceed $15,000; (e) A lump sum reimbursement for any expenses Executive incurred on behalf Continued vesting of the Company prior equity awards set forth on Exhibit B hereto in accordance with the terms and conditions that apply to the applicable awards under the respective award agreements governing such equity awards upon a termination of employment to the extent that such expenses are reimbursable under the Company’s standard reimbursement policies but have not been reimbursed as of resulting from Executive’s termination of employment; (f) Continued participation in the “employee welfare benefit plansRetirement” (as defined in Section 3(1the applicable award agreement) occurring upon the expiration of the Employee Retirement Income Security Act Transition Period; and (C) The ability to exercise any stock options relating to shares of 1974the Company’s common stock granted to Executive that are outstanding and vested as of the Date of Termination until the earlier of (x) three (3) years following the Date of Termination and (y) the scheduled expiration date of the applicable stock option. (c) Any amounts payable pursuant to this Agreement shall be subject to all applicable withholding for taxes. (d) Neither a Change in Control, as amended) in which Executive participates immediately prior to Executive’s date of termination on such terms as are then defined by any agreement in effect for eighteen months following the termination of Executive’s employment with between the Company and payment Executive, nor any other transaction undertaken by the Company of the entire cost or premium for continued coverage pursuant prior to Section 4980B of the Code in the Company health plan for a period of eighteen months following December 31, 2019 shall affect Executive’s termination (or such lesser period that Executive is entitled to such continued coverage). In the event that the continued coverage of Executive in any such employee welfare benefit plan or the Company health plan is barred by its terms, the Company shall pay Executive, for the eighteen months following Executive’s termination (or the remainder of the eighteen month period in which continued coverage is barred) or for such lesser period during which Executive might have been entitled to such continued coverage, the cash equivalent of the portion of the insurance premium charged to the Company for Executive’s participation in such employee welfare benefit plan(s) and/or the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination plus an additional amount such that after payment of the income and employment tax liability on such payment, Executive retains an amount equal to the portion of the insurance premium charged to the Company for Executive’s participation in such employee welfare benefit plan(s) and the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination of employmentrights under this Agreement. (g) All stock options and any other stock-based awards outstanding immediately prior to Executive’s termination of employment shall immediately vest and become exercisable by Executive for the remainder of the term provided for in the agreement evidencing the stock option or award in which such options or other stock-based awards were granted. Except as provided in Section 20, Termination Benefits payable in a lump sum shall be payable within ten days of Executive’s termination of employment in accordance with Section 3 and the other Termination Benefits shall be paid as described above. The payment of the Termination Benefits shall be reduced by amounts required to be withheld for applicable income and employment taxes.

Termination Benefits. Upon a termination of Executive’s employment in accordance with Section 3, (a) The Executive shall be entitled to receive the severance and benefits provided for in this Section 3 if either in connection with or following Termination Benefits: a Change in Control (aas herein defined) A lump during the term of this Agreement: (i) the Executive is terminated by the Bank or its successor, other than for Cause, or (ii) the Executive is Constructively Discharged. The Executive shall be entitled to severance pay or liquidated damages, or both, equal to the sum payment of: (i) the annual average of any accrued but unpaid salary from the Company through two preceding years' base 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 employment terminates;'s contributions to the 401(k) Plan) made on behalf of the Executive for the two year period immediately preceding the date such amount is to be determined, divided by two (2). For purposes of determining base salary under this Subsection, the Executive shall be deemed to have been paid during any period of leave at the base salary rate in effect as of the date the leave commenced. In addition, if Executive shall have been employed by the Bank for less than one (1) year as of the date any amount hereunder is to be determined, then the amounts under (A) and (C) above shall be determined by annualizing the amounts paid, and if Executive shall have been employed by the Bank for more than one (1) year but less than two (2) years, then the amounts under (A) and (C) above shall be determined after annualizing the amounts paid during the second year of employment. (b) A lump sum payment In addition to the amount determined under subsection (a) the Bank shall cause to be continued the Executive's life, medical, dental and disability 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 any bonus the earlier of: (i) twelve (12) months; or (ii) Executive's employment by another employer and coverage under plans that has been earned from the Company but which remains unpaid as of Executive’s termination of employment;provided Executive with substantially identical coverage. (c) A 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 payment within ten (10) business days of one and one-half times the Executive’s annual base salary at the rate in effect on the date 's Date of Executive’s termination of employment; (d) Reasonable outplacement services provided by the firm selected by Executive, the cost of which will be paid by the CompanyTermination; provided, however, that the Company’s obligation under this subsection (d) will not exceed $15,000; (e) A lump sum reimbursement for any expenses Executive incurred on behalf of the Company may elect, prior to termination of employment and the right to receive any amounts hereunder, to have the amount payable in equal monthly installments over twelve (12) months. (d) Notwithstanding the preceding paragraphs of this Section 3 and except as provided in this subsection (d), in the event that it shall be determined that any payment, benefit or other entitlement under this Agreement and any other plan or arrangement of the Bank or the Company (the "Total Payments") would constitute an "Excess Parachute Payment" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and thereby be subject to the extent that excise tax imposed by Section 4999 of the Code or any similar successor provision or any interest or penalties with respect to such expenses are reimbursable under excise tax (collectively the Company’s standard reimbursement policies but have not been reimbursed as of Executive’s termination of employment; (f) Continued participation "Excise Tax"), then, except in the “employee welfare benefit plans” case of a de Minimus Excess Amount (as defined in Section 3(1) of below), the Employee Retirement Income Security Act of 1974, as amendedExecutive shall be entitled to receive an additional payment (a "Gross-Up Payment") in which Executive participates immediately prior to Executive’s date of termination on such terms as are then in effect for eighteen months following the termination of Executive’s employment with the Company and payment by the Company of the entire cost or premium for continued coverage pursuant to Section 4980B of the Code in the Company health plan for a period of eighteen months following Executive’s termination (or such lesser period that Executive is entitled to such continued coverage). In the event that the continued coverage of Executive in any such employee welfare benefit plan or the Company health plan is barred by its terms, the Company shall pay Executive, for the eighteen months following Executive’s termination (or the remainder of the eighteen month period in which continued coverage is barred) or for such lesser period during which Executive might have been entitled to such continued coverage, the cash equivalent of the portion of the insurance premium charged to the Company for Executive’s participation in such employee welfare benefit plan(s) and/or the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination plus an additional amount such that after payment by the Executive of all taxes imposed upon the income Gross-Up Payment (including any federal, state and employment tax liability on local income, payroll and excise taxes and any interest or penalties imposed with respect to such paymenttaxes), the Executive retains an amount of the Gross Up Payment equal to the portion of Excise Tax imposed upon the insurance premium charged to Total Payments (not including any Gross-Up Payment). If, at a later date, the Company for Executive’s participation in such employee welfare benefit plan(s) and Internal Revenue Service assesses a deficiency against the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination of employment. (g) All stock options and any other stock-based awards outstanding immediately prior to Executive’s termination of employment shall immediately vest and become exercisable by Executive for the remainder 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 term provided 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, 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 (10) days of receipt by the Executive. Notwithstanding the foregoing, in the agreement evidencing event that the stock option or award in 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 options or other stock-based awards were granted. Except as provided in Section 20, Termination Benefits payable in a lump sum Excess Parachute Payment shall be payable within ten days 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-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive’s termination of employment 's "base amount," as determined in accordance with Code Section 3 and 280G; provided that such reduction shall not be made unless the other Termination Benefits shall Non-Triggering Amount would be paid as described above. The payment greater than the aggregate value of the Termination Benefits shall be reduced by amounts Total Payments (without such reduction) minus the amount of Excise Tax required to be withheld for applicable income and employment taxespaid by Executive thereon. The allocation of the reduction required by the preceding sentence shall be determined by the Executive.

Termination Benefits. Upon a termination of Executive’s employment in accordance with Section 3, Executive shall be entitled to receive the following Termination Benefits: (a) A lump Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by termination of the Executive's employment due to: (1) Executive's dismissal or (2) Executive's voluntary termination pursuant to Section 2(a), 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, a sum equal to three (3) 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 accrued but unpaid salary from expense items without accountability or business purpose or that do not meet the Company through the date Executive’s employment terminates; (b) A lump sum payment of any bonus that has been earned from the Company but which remains unpaid as of Executive’s termination of employment; (c) A lump sum payment of one and one-half times Executive’s annual base salary at the rate in effect on the date of Executive’s termination of employment; (d) Reasonable outplacement services provided Internal Revenue Service requirements for deductibility by the firm selected by Executive, the cost of which will be paid by the CompanyBank; provided, provided however, that the Company’s obligation any -------- ------- payment under this provision and subsection (d3(b) will below shall not exceed $15,000; three (e3) A lump sum reimbursement for any expenses Executive incurred on behalf times the Executive's average annual compensation. At the election of the Company Executive, which election is to be made prior to termination of employment to the extent that a Change in Control, such expenses are reimbursable under the Company’s standard reimbursement policies but have not been reimbursed as of Executive’s termination of employment; (f) Continued participation payment shall be made in the “employee welfare benefit plans” (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) in which Executive participates immediately prior to Executive’s date of termination on such terms as are then in effect for eighteen months following the termination of Executive’s employment with the Company and payment by the Company of the entire cost or premium for continued coverage pursuant to Section 4980B of the Code in the Company health plan for a period of eighteen months following Executive’s termination (or such lesser period that Executive is entitled to such continued coverage)lump sum. In the event that no election is made, payment to Executive will be made on a monthly basis in approximately equal installments during the continued coverage remaining term of Executive this Agreement. (b) Upon the occurrence of a Change in any such employee welfare benefit plan Control of the Bank or the Holding Company health plan is barred followed at any time during the term of this Agreement by its termsExecutive's voluntary or involuntary termination of employment, other than for Termination for Cause, the Bank shall cause to be continued life, 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 pay Executivecease upon the expiration of thirty-six (36) full calendar months from the Date of Termination. (c) Notwithstanding the preceding paragraphs of this Section 3, for in no event shall the eighteen months following Executive’s termination aggregate payments or benefits to be made or afforded to Executive under said paragraphs (or the remainder "Termination Benefits") constitute an "excess parachute payment" under Section 280G of the eighteen month period Code or any successor thereto, and in which continued coverage is barred) or for order to avoid such lesser period during which Executive might have been entitled a result Termination Benefits will be reduced, if necessary, to such continued coveragean amount (the "Non-Triggering Amount"), the cash equivalent value of the portion of the insurance premium charged to the Company for Executive’s participation in such employee welfare benefit plan(swhich is one dollar ($1.00) and/or the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination plus an additional amount such that after payment of the income and employment tax liability on such payment, Executive retains less than an amount equal to the portion of the insurance premium charged to the Company for three (3) times Executive’s participation in such employee welfare benefit plan(s) and the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination of employment. (g) All stock options and any other stock-based awards outstanding immediately prior to Executive’s termination of employment shall immediately vest and become exercisable by Executive for the remainder of the term provided for in the agreement evidencing the stock option or award in which such options or other stock-based awards were granted. Except 's "base amount," as provided in Section 20, Termination Benefits payable in a lump sum shall be payable within ten days of Executive’s termination of employment determined in accordance with said Section 3 and 280G. The allocation of the other Termination Benefits shall be paid as described above. The payment of reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be reduced determined by amounts required to be withheld for applicable income and employment taxesExecutive.

Termination Benefits. Upon a termination of Executive’s employment in accordance with Section 3, Executive shall be entitled to receive the following Termination Benefits: (a) A lump Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by termination of the Executive's employment due to: (1) Executive's dismissal or (2) Executive's voluntary termination pursuant to Section 2(a), unless such termination is due to Termination for Cause, the Institution 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, a sum payment of any accrued but unpaid salary from equal to three (3) times Executive's Average Annual Compensation (as defined herein) for the Company through the date Executive’s employment terminates; (b) A lump sum payment of any bonus five most recent taxable years that Executive has been earned from the Company but which remains unpaid as of Executive’s termination of employment; (c) A lump sum payment of one and one-half times Executive’s annual base salary at the rate in effect on the date of Executive’s termination of employment; (d) Reasonable outplacement services provided employed by the firm selected Institution or such lesser number of years in the event that Executive shall have been employed by Executivethe Institution for less than five years, the cost of which will be such "Average Annual Compensation" shall include all taxable income paid by the Bank or Holding Company; provided, howeverincluding but not limited to any base salary, that bonuses, and commissions paid or to be paid to Executive, as well as contributions on Executive's behalf to any pension and/or profit sharing plan, severance payments, retirement payments, directors or committee fees and fringe benefits paid or to be paid to the Company’s obligation under this subsection (d) will not exceed $15,000; (e) A lump sum reimbursement for Executive in any expenses Executive incurred on behalf such year. At the election of the Company Executive, which election is to be made prior to termination of employment to the extent that a Change in Control, such expenses are reimbursable under the Company’s standard reimbursement policies but have not been reimbursed as of Executive’s termination of employment; (f) Continued participation payment shall be made in the “employee welfare benefit plans” (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) in which Executive participates immediately prior to Executive’s date of termination on such terms as are then in effect for eighteen months following the termination of Executive’s employment with the Company and payment by the Company of the entire cost or premium for continued coverage pursuant to Section 4980B of the Code in the Company health plan for a period of eighteen months following Executive’s termination (or such lesser period that Executive is entitled to such continued coverage)lump sum. In the event that no election is made, payment to Executive will be made on a monthly basis in approximately equal installments during the continued coverage remaining term of Executive this Agreement. (b) Upon the occurrence of a Change in any such employee welfare benefit plan Control of the Institution or the Holding Company health plan is barred followed at any time during the term of this Agreement by its termsExecutive's voluntary or involuntary termination of employment, other than for Termination for Cause, the Institution shall cause to be continued life, medical and disability coverage substantially identical to the coverage maintained by the Institution or Holding Company for Executive prior to his 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 pay Executivecease upon the expiration of thirty-six (36) full calendar months from the Date of Termination. (c) Notwithstanding the preceding paragraphs of this Section 3, for in no event shall the eighteen months following Executive’s termination aggregate payments or benefits to be made or afforded to Executive under said paragraphs (or the remainder "Termination Benefits") constitute an "excess parachute payment" under Section 280G of the eighteen month period Internal Revenue Code of 1986, as amended, or any successor thereto, and in which continued coverage is barred) or for order to avoid such lesser period during which Executive might have been entitled a result Termination Benefits will be reduced, if necessary, to such continued coveragean amount (the "Non- Triggering Amount"), the cash equivalent value of the portion of the insurance premium charged to the Company for Executive’s participation in such employee welfare benefit plan(swhich is one dollar ($1.00) and/or the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination plus an additional amount such that after payment of the income and employment tax liability on such payment, Executive retains less than an amount equal to the portion of the insurance premium charged to the Company for three (3) times Executive’s participation in such employee welfare benefit plan(s) and the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination of employment. (g) All stock options and any other stock-based awards outstanding immediately prior to Executive’s termination of employment shall immediately vest and become exercisable by Executive for the remainder of the term provided for in the agreement evidencing the stock option or award in which such options or other stock-based awards were granted. Except 's "base amount," as provided in Section 20, Termination Benefits payable in a lump sum shall be payable within ten days of Executive’s termination of employment determined in accordance with said Section 3 and 280G. The allocation of the other Termination Benefits shall be paid as described above. The payment of reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be reduced determined by amounts required to be withheld for applicable income and employment taxesExecutive.

Termination Benefits. Upon In the event of a termination of Executive’s employment in accordance with Section 3Qualifying Termination, Executive the Employee shall be entitled to receive the following Termination Benefitstermination benefits: (i) The Company shall, within ten (10) days following the Date of Termination, pay the Employee: (a) A lump sum payment The Employee’s base salary earned but not yet paid through the Date of Termination at the greater of the rate in effect at the time the Change in Control occurred, if applicable, or when the Notice of Termination was given, plus any bonuses or incentive compensation which, pursuant to the terms of any accrued but unpaid salary from compensation or benefit plan, have been earned and are payable as of the Company through Date of Termination. For purposes of this Agreement, bonuses and incentive compensation shall be considered payable if all conditions for earning them have been met and any requirement that Employee be actively employed as of the date Executive’s employment terminates;of payment shall be disregarded; and (b) A lump sum payment in an amount equal to ( ) times the amount equal to the sum of any bonus that has been earned from (A) the Company but which remains unpaid as Employee’s Annual Base Salary at the greater of Executive’s termination of employment; (c) A lump sum payment of one and one-half times Executive’s annual base salary at the rate in effect on at the time the Change in Control occurred, if applicable, or when the Notice of Termination was given plus (B) the maximum bonus or incentive compensation which could have been earned by the Employee calculated as if all relevant goals had been met during the then-current fiscal year of the Company pursuant to the terms of the incentive compensation plan in which the Employee participates. If there is no incentive compensation plan in effect at the time the Notice of Termination is given, then for purposes of this Agreement it shall be assumed that the amount of incentive compensation to be paid to the Employee shall be the maximum target amount under any incentive compensation plan in which the Employee participated at the date of Executive’s termination of employment;the Change in Control, if applicable, or the most recent plan participated in, whichever would be greater. (dii) Reasonable outplacement services The Company shall, for the period stated below, maintain in full force and effect for the benefit of the Employee and the Employee’s dependents and beneficiaries, at the Company’s expense, all life insurance, health insurance, dental insurance, accidental death and dismemberment insurance and disability insurance under plans and programs in which the Employee and/or the Employee’s dependents and beneficiaries participated immediately prior to the Date of Termination, provided by that continued participation is possible under the firm selected by Executivegeneral terms and provisions of such plans and programs (“Extended Benefits”). The Extended Benefits shall be continued until the earlier of (A) the second (2nd) anniversary of the Date of Termination, (B) the effective date of the Employee’s coverage under equivalent benefits from a new employer (provided that no such equivalent benefits shall be considered effective unless and until all pre-existing condition limitations and waiting period restrictions have been waived or have otherwise lapsed), or (C) the death of the Employee. If participation in any such plan or program is barred, the Company shall arrange at its own expense to provide the Employee with benefits substantially similar to those which the Employee would have been entitled to receive under such plans and programs. At the end of the period of coverage, the Employee shall have the right to have assigned to him or her, at no cost and with no apportionment of which will prepaid premiums, any assignable insurance policy relating specifically to him or her. At the conclusion of the coverage provided under this Subsection, Employee shall be paid by entitled to the Company; provided, however, that continuation for a period of 18 months of the health and dental insurance then being provided to him or her at a cost to him or her equal to the amount then being charged to employees of the Company for such coverage provided pursuant to the Consolidated Omnibus Budget Reconciliation Act (COBRA). The coverage provided pursuant to this Subsection shall be in satisfaction of the Company’s obligation to provide coverage under this subsection COBRA. The Company will use all commercially reasonable efforts to provide for the continuation of benefits in a manner that (dA) will does not exceed $15,000; subject the benefits to Section 409A and (eB) A lump sum reimbursement for any expenses Executive incurred on behalf does not cause the benefits to be included in the taxable income of the Company prior to termination of employment to the extent that such expenses are reimbursable under the Company’s standard reimbursement policies but have not been reimbursed as of Executive’s termination of employment; (f) Continued participation in the “employee welfare benefit plans” (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) in which Executive participates immediately prior to Executive’s date of termination on such terms as are then in effect for eighteen months following the termination of Executive’s employment with the Company and payment by the Company of the entire cost or premium for continued coverage pursuant to Section 4980B of the Code in the Company health plan for a period of eighteen months following Executive’s termination (or such lesser period that Executive is entitled to such continued coverage). In the event that the continued coverage of Executive in any such employee welfare benefit plan or the Company health plan is barred by its terms, the Company shall pay Executive, for the eighteen months following Executive’s termination (or the remainder of the eighteen month period in which continued coverage is barred) or for such lesser period during which Executive might have been entitled to such continued coverage, the cash equivalent of the portion of the insurance premium charged to the Company for Executive’s participation in such employee welfare benefit plan(s) and/or the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination plus an additional amount such that after payment of the income and employment tax liability on such payment, Executive retains an amount equal to the portion of the insurance premium charged to the Company for Executive’s participation in such employee welfare benefit plan(s) and the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination of employmentEmployee. (g) All stock options and any other stock-based awards outstanding immediately prior to Executive’s termination of employment shall immediately vest and become exercisable by Executive for the remainder of the term provided for in the agreement evidencing the stock option or award in which such options or other stock-based awards were granted. Except as provided in Section 20, Termination Benefits payable in a lump sum shall be payable within ten days of Executive’s termination of employment in accordance with Section 3 and the other Termination Benefits shall be paid as described above. The payment of the Termination Benefits shall be reduced by amounts required to be withheld for applicable income and employment taxes.

Termination Benefits. Upon a. In further consideration for Executive’s agreement to execute the PDI Confidentiality, Non-Solicitation and Covenant Not to Compete Agreement (the “Confidentiality Agreement”), the Company agrees that if it terminates the Executive’s employment without Cause (as defined below) or if the Executive terminates his employment as provided for in Section 2b. hereof, and, in each instance, as of the 30th day following his termination, the Executive has executed the PDI Agreement and General Release given to him upon such termination (the “Release”), any applicable revocation period has expired and Executive has not revoked the Release during such revocation period, then: i. If the Executive terminates his employment before May 15, 2007, the Executive shall be paid a lump sum payment equal to (y) the product of twelve (12) times his Base Monthly Salary, plus (z) the average annual cash incentive compensation paid to the Executive during the three years immedi­ately preceding the termination date, or such shorter period if applicable. For purposes of the average calculation, any amount paid for 2006 will be annualized. The sum of (y) and (z) is referred to herein as the “Severance Payment”. ii. If such termination occurs after May 15, 2007 the Executive shall be paid a lump sum payment equal to (y) the product of eighteen (18) times his Base Monthly Salary, plus (z) the average cash incentive compensation paid to the Executive during the most recent three years immedi­ately preceding the termination date for iii. which such incentive compensation was paid, or such shorter period, For purposes of the average calculation, any amount paid for 2006 will be annualized. The sum of (y) and (z) is referred to herein as the “Severance Payment”. Subject to Section 2(d) below, such payment shall be made within forty-five (45) days after Executive’s termination date. b. In the event that the Company is obligated to pay the Executive the Severance Payment, in addition to such payment the Company shall reimburse Executive for the cost of the premiums for the continuation of the Executive’s health and welfare benefits under the Company’s group health plan under COBRA for up to twelve (12) months (the “COBRA Benefit”), provided that no reimbursement shall be paid unless and until Executive submits proof of payment acceptable to the Company within 90 days after Executive incurs such expense. Any reimbursements of the COBRA premium that are taxable to the Executive shall be made on or before the last day of the year following the year in which the COBRA premium was incurred, the amount of the COBRA premium eligible for reimbursement during one year shall not affect the amount of COBRA premium eligible for reimbursement in any other year, and the right to reimbursement shall not be subject to liquidation or exchange for another benefit. If the Executive becomes employed by a third party and is entitled to comparable health and welfare benefits then the Company is entitled to discontinue the COBRA Benefit. c. All payments due hereunder shall be subject to withholding for applicable federal, state and local income and employment related taxes. In the event of any termination of the Executive’s employment with the Company, the Executive shall continue to be bound by the confidentiality, non-solicitation, non-competition and other provisions set forth in the Confidentiality Agreement for the periods set forth therein. No termination benefits will be paid if the Executive resigns or terminates his employment for any reason other than as set forth in Section 2b. below or if the Company terminates the Executive’s employment for Cause (as defined below) as determined by the Board (or a committee of the Board). d. Notwithstanding anything herein to the contrary, if at the time of Executive’s termination of employment with the Company, Executive is a “specified employee” within the meaning of Code Section 409A and the regulations promulgated thereunder, then the Company shall delay the commencement of such payments (without any reduction) by a period of six (6) months after Executive’s termination of employment. Any payments that would have been paid during such six (6) month period but for the provisions of the preceding sentence shall be paid in a lump sum to Executive six (6) months and one (1) day after Executive’s termination of employment. The 6-month payment delay requirement of this Section 2(d) shall apply only to the extent that the payments under this Section 2 are subject to Code Section 409A. With respect to payments or benefits under this Agreement that are subject to Code Section 409A, whether Executive has had a termination of Executive’s employment shall be determined in accordance with Code Section 3409A and applicable guidance issued thereunder. e. Subject to the terms and conditions set forth in Section 2a. above, the Executive shall be entitled to receive the following Termination Benefits: Severance Payment and the COBRA Benefit if he terminates his employment with the Company because (ai) A lump sum payment the Executive suffers a substantial adverse change in his title or responsibilities (for the avoidance of any accrued but unpaid salary doubt, this would include the Executive no longer being the CFO of the publicly traded Company, no matter what the reason), or (ii) the Executive suffers a reduction in his annual base salary, or (iii) if the Company modifies the Executive’s overall compensation plan in a manner that materially reduces the Executive’s earning potential, or (iv) if the Company relocates it’s principal place of business more than 50 miles from the Company through the date Executive’s employment terminates; (b) A lump sum payment of any bonus that has been earned from the Company but which remains unpaid as of Executive’s termination of employment; (c) A lump sum payment of one and one-half times Executive’s annual base salary at the rate in effect on the date of Executive’s termination of employment; (d) Reasonable outplacement services provided by the firm selected by Executive, the cost of which will be paid by the CompanyExecutives current residence; provided, however, that the Company’s obligation under this subsection with respect to items (di), (ii) will not exceed $15,000; and (eiii) A lump sum reimbursement for any expenses Executive incurred on behalf above, within thirty (30) days of the Company prior to termination of employment to the extent that such expenses are reimbursable under the Company’s standard reimbursement policies but have not been reimbursed as of Executive’s termination of employment; (f) Continued participation in the “employee welfare benefit plans” (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) in which Executive participates immediately prior to Executive’s date of termination on such terms as are then in effect for eighteen months following the termination of Executive’s employment with the Company and payment written notice by the Company of the entire cost or premium for continued coverage pursuant to Section 4980B of the Code in the Company health plan for a period of eighteen months following Executive’s termination (or such lesser period that Executive is entitled to such continued coverage). In the event that the continued coverage of Executive in any such employee welfare benefit plan or the Company health plan is barred by its terms, the Company shall pay Executivehas not cured, for the eighteen months following Executive’s termination (or the remainder of the eighteen month period in which continued coverage is barred) commenced to cure, such substantial adverse change or for such lesser period during which Executive might have been entitled to such continued coverage, the cash equivalent of the portion of the insurance premium charged to the Company for Executive’s participation in such employee welfare benefit plan(s) and/or the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination plus an additional amount such that after payment of the income and employment tax liability on such payment, Executive retains an amount equal to the portion of the insurance premium charged to the Company for Executive’s participation in such employee welfare benefit plan(s) and the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination of employmentreduction. (g) All stock options and any other stock-based awards outstanding immediately prior to Executive’s termination of employment shall immediately vest and become exercisable by Executive for the remainder of the term provided for in the agreement evidencing the stock option or award in which such options or other stock-based awards were granted. Except as provided in Section 20, Termination Benefits payable in a lump sum shall be payable within ten days of Executive’s termination of employment in accordance with Section 3 and the other Termination Benefits shall be paid as described above. The payment of the Termination Benefits shall be reduced by amounts required to be withheld for applicable income and employment taxes.

Termination Benefits. (i) Upon a termination of Executive’s employment in accordance with Section 3, Executive shall be entitled to receive the following Termination Benefits: (a) A lump sum payment of any accrued but unpaid salary from the Company through the date Executive’s employment terminates; (b) A lump sum payment of any bonus that has been earned from the Company but which remains unpaid as of Executive’s termination of employment; (c) A lump sum payment of one and one-half times Executive’s annual base salary at the rate in effect on the date of Executive’s termination of employment; (d) Reasonable outplacement services provided by the firm selected by Executive, the cost of which will be paid by the Company; provided, however, that the Company’s obligation under this subsection (d) will not exceed $15,000; (e) A lump sum reimbursement for any expenses Executive incurred on behalf expiration of the Company prior to termination of employment to the extent that such expenses are reimbursable under the Company’s standard reimbursement policies but have not been reimbursed as of Executive’s termination of employment; (f) Continued participation in the “employee welfare benefit plans” (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) in which Executive participates immediately prior to Executive’s date of termination on such terms as are then in effect for eighteen months following Term or the termination of Executive’s 's employment for any reason hereunder, the rights and benefits of Executive under Company's employee benefit plans and programs shall be determined in accordance with the Company provisions of such plans and payment by programs. (ii) Upon the Company expiration of the entire cost or premium for continued coverage pursuant Term, Company shall pay to Section 4980B Executive, in addition to any and all amounts which may otherwise be due to Executive hereunder, either, at the option of the Code Executive, (A) an amount equal to one (1) times Executive's then annual Base Salary, payable in equal monthly installments, on the Company health plan first of each month, for a period of eighteen months following Executive’s termination twelve (12) months, or (B) such lesser period that Executive is entitled to such continued coverage). In the event that the continued coverage number of Executive in any such employee welfare benefit plan or shares of Common Stock of the Company health plan is barred equal to the quotient of (x) Executive's then annual Base Salary divided by its terms, (y) the average closing price of the Company's Common Stock for the three (3) consecutive trading days immediately preceding such expiration date. Shares issued to Executive pursuant to this Section 5(e)(ii) shall be delivered within five (5) days of the expiration date of the Term. No fractional shares of Common Stock shall be issued under this Section 5(e)(ii); instead the Company shall round such fraction of a share of Common Stock up or down to the nearest whole number. (iii) Upon the termination of Executive's employment during the Term by Company other than for Executive's death, "cause" or "disability", or upon the termination of Executive's employment by Executive with "good reason", Company shall pay to Executive, for in addition to any and all amounts which may otherwise be due to Executive hereunder, either, at the eighteen months following Executive’s termination (or the remainder option of the eighteen month period in which continued coverage is barredExecutive, (A) or for such lesser period during which Executive might have been entitled to such continued coverage, the cash equivalent of the portion of the insurance premium charged to the Company for Executive’s participation in such employee welfare benefit plan(s) and/or the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination plus an additional amount such that after payment of the income and employment tax liability on such payment, Executive retains an amount equal to the portion one and one half (1.5) times Executive's then annual Base Salary, or (B) such number of shares of Common Stock of the insurance premium charged Company equal to the Company quotient of (x) one and one half (1.5) times Executive's then annual Base Salary divided by (y) the average closing price of the Company's Common Stock for Executive’s participation in the three (3) consecutive trading days immediately preceding such employee welfare benefit plan(s) and the entire premium for continued coverage termination date; provided, in the Company’s health plan prior event the aggregate amount of current -------- assets of the Company and its subsidiaries as of the date of termination is less than $1,000,000, Company shall pay to Executive’s termination , in addition to any and all amounts which may otherwise be due to Executive hereunder, either, at the option of employment. the Company, (gA) All stock options an amount equal to one and any other stock-based awards outstanding immediately prior one half (1.5) times Executive's then annual Base Salary, or (B) (a) an amount equal to three quarters (0.75) times Executive’s termination 's then annual Base Salary and (b) such number of employment shall immediately vest and become exercisable shares of Common Stock of the Company equal to the quotient of (x) three quarters (0.75) times Executive's then annual Base Salary divided by Executive (y) the average closing price of the Company's Common Stock for the remainder three (3) consecutive trading days immediately preceding such termination date. Any cash payments to Executive under this Section 5(e)(iii) shall be made within ninety (90) days of the term provided for in the agreement evidencing the stock option or award in which such options or other stock-based awards were grantedtermination date. Except as provided in Shares issued to Executive pursuant to this Section 20, Termination Benefits payable in a lump sum 5(e)(iii) shall be payable delivered within ten five (5) days of Executive’s the termination date. No fractional shares of employment in accordance with Section 3 and the other Termination Benefits Common Stock shall be paid as described above. The payment issued under this Section 5(e)(iii); instead the Company shall round such fraction of a share of Common Stock up or down to the Termination Benefits shall be reduced by amounts required to be withheld for applicable income and employment taxesnearest whole number.

Termination Benefits. Upon a termination If, during the term of Executivethis Agreement, Executive Officer’s employment with the Company shall be terminated within the period of ninety (90) days prior to the Company entering into a definitive agreement that would result in accordance with Section 3a Change of Control and twelve (12) months following a Change in Control, Executive Officer shall be entitled to receive the following Termination Benefitscompensation and benefits: (a) A lump sum payment of any accrued but unpaid salary from If Executive Officer’s employment with the Company through shall be terminated (i) by the date ExecutiveCompany for Cause, (ii) due to Executive Officer’s employment terminatesDisability or death, (iii) due to Executive Officer’s retirement pursuant to the Company’s policies applying to executive officers generally, or (iv) by Executive Officer other than for Good Reason, the Company shall pay to Executive Officer the Accrued Compensation; (b) A lump sum payment of any bonus that has been earned from the Company but which remains unpaid as of Executive’s termination of employment; (c) A lump sum payment of one and one-half times Executive’s annual base salary at the rate in effect on the date of Executive’s termination of employment; (d) Reasonable outplacement services provided by the firm selected by Executive, the cost of which will be paid by the Company; provided, however, that the Company’s obligation under this subsection (d) will not exceed $15,000; (e) A lump sum reimbursement for any expenses If Executive incurred on behalf of the Company prior to termination of employment to the extent that such expenses are reimbursable under the Company’s standard reimbursement policies but have not been reimbursed as of Executive’s termination of employment; (f) Continued participation in the “employee welfare benefit plans” (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) in which Executive participates immediately prior to Executive’s date of termination on such terms as are then in effect for eighteen months following the termination of ExecutiveOfficer’s employment with the Company and payment shall be terminated by the Company without Cause, or by the Executive Officer for Good Reason, Executive Officer shall be entitled to the following: (i) the Company shall pay Executive Officer all Accrued Compensation and a Pro-Rata Bonus; (ii) the Company shall pay Executive Officer as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount in cash equal to three (3) times the sum of (A) the Base Amount and (B) the Bonus Amount; (iii) until the third (3rd) anniversary of the entire cost Termination Date, Executive Officer shall have such rights with respect to benefits provided by the Company, including without limitation car allowance, life insurance, disability, medical, dental and hospitalization benefits as were provided to Executive Officer as of the Effective Date or, if greater, at any time within ninety (90) days preceding the date of the Change in Control; and (iv) the restrictions on any outstanding incentive awards (including restricted stock and granted performance shares or premium units) granted to Executive Officer under the Company’s stock option and other stock incentive plans or under any other incentive plan or arrangement shall lapse and such incentive award shall become 100% vested, all stock options and stock appreciation rights granted to Executive Officer shall become immediately exercisable and shall become 100% vested and all performance units granted to Executive Officer shall become 100% vested. (v) Notwithstanding the foregoing, in the event that any payment or benefit received or to be received by Executive Officer in connection with Executive Officer’s separation with the Company (collectively, the “Severance Parachute Payments”) would (i) constitute a parachute payment within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) or any similar or successor provision to 280G and (ii) but for continued coverage pursuant this Section 4, be subject to the excise tax imposed by Section 4980B 4999 of the Code or any similar or successor provision to Section 4999 (the “Excise Tax”), then such Severance Parachute Payments shall be reduced to the largest amount which would result in no portion of the Company health plan for a period of eighteen months following Executive’s termination (or such lesser period that Executive is entitled Severance Parachute Payments being subject to such continued coverage)the Excise Tax. In the event that any reduction of benefits is required pursuant to this Agreement, Executive Officer shall be allowed to choose which benefits hereunder are reduced (e.g., reduction first from the continued coverage Severance Payment, then from the vesting acceleration). Any determination as to whether a reduction is required under this Agreement and as to the amount of Executive such reduction shall be made in any such employee welfare benefit plan or writing by the independent public accountants appointed for this purpose by the Company health plan is barred by its terms(the “Accountants”) prior to, or immediately following, the Company Change of Control, whose determinations shall pay Executive, for the eighteen months following Executive’s termination (or the remainder of the eighteen month period in which continued coverage is barred) or for such lesser period during which be conclusive and binding upon Executive might have been entitled to such continued coverage, the cash equivalent of the portion of the insurance premium charged to Officer and the Company for Executive’s participation in such employee welfare benefit plan(sall purposes. If the Internal Revenue Service (the “IRS”) and/or the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination plus an additional amount such determines that after payment of the income and employment tax liability on such payment, Executive retains an amount equal these Parachute Payments are subject to the Excise Tax, then the Company or any related corporation, as their exclusive remedy, shall seek to enforce the provisions of this Section hereof. Such enforcement of this Section shall be the only remedy, under any and all applicable state and federal laws or otherwise, for Executive Officer’s failure to reduce the Severance Parachute Payments so that no portion of the insurance premium charged thereof is subject to the Excise Tax. The Company for Executive’s participation or related corporation shall reduce the Severance Parachute Payments in accordance with this Section only upon written notice by the Accountants indicating the amount of such employee welfare benefit plan(s) and reduction, if any. The Company shall bear all costs the entire premium for continued coverage Accountants may reasonably incur in the Company’s health plan prior to Executive’s termination of employmentconnection with any calculations contemplated by this Agreement. (gc) All stock options and any other stock-based awards outstanding immediately prior to Executive’s termination of employment shall immediately vest and become exercisable by Executive for the remainder of the term The amounts provided for in the agreement evidencing the stock option or award in which such options or other stock-based awards were granted. Except as provided in Section 20, Termination Benefits payable in a lump sum shall be payable within ten days of Executive’s termination of employment in accordance with Section 3 Sections 5.1(a) and the other Termination Benefits 5.1(b)(i) and (ii) shall be paid in a single lump sum cash payment within thirty (30) days, or as described above. The payment soon as administratively practicable, after the Termination Date (but in no event later than March 15 of the Termination Benefits following calendar year), and shall be subject to all applicable tax and other withholdings. (d) The Executive Officer shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and, no such payment shall be offset or reduced by amounts required the amount of any compensation or benefits provided to be withheld for applicable income and employment taxesExecutive Officer in any subsequent employment.

Termination Benefits. (a) Upon a the occurrence of an event of termination of Executive’s employment described in accordance with Section 39(a) or 9(c), Executive shall be entitled to receive the following Termination Benefitsas severance compensation: (ai) A lump sum payment of any accrued but previously unpaid salary from the Company Base Salary through the date of termination; (ii) continued payment of Executive’s employment terminates;'s annual Base Salary at the time of termination (or, if greater, of Executive's annual Base Salary in effect immediately prior to the current annual Base Salary rate) for a period of six (6) months; and (iii) payment of any life insurance, disability or other benefits, if any, for which Executive is then eligible under the terms of Company' employee retirement, benefit and welfare plans. (b) A Upon the occurrence of an event of termination described in Section 9(d) or 9(e), Executive (or Executive's estate in the event of Executive's death) shall be entitled to receive the following as severance compensation: (i) payment of any previously unpaid Base Salary through the date of termination; (ii) payment of Executive's Performance Bonus under Section 5(b) through the date of termination, calculated on the basis of the sum of the total achievable amounts of the Performance Bonus for the current fiscal year, divided by twelve months, and multiplied by the number of months Executive is employed during such fiscal year through the date of termination, with any partial month of employment to be treated as a full month; (iii) a lump sum payment equal to six (6) months of Executive's annual Base Salary at the time of termination (or, if greater, of Executive's annual Base Salary in effect immediately prior to the current annual Base Salary rate); (iv) payment of any bonus life insurance, disability or other benefits, if any, for which Executive is then eligible under the terms of Company' employee retirement, benefit and welfare plans; and (v) a right to immediately vest in 100% of all options to purchase Common Stock of Company that has have been earned from granted to Executive by Company and a period of at least 90 days following termination for Executive to exercise all such options in accordance with the Company but which remains unpaid as of Executive’s termination of employment;terms thereof. (c) A lump sum Upon the occurrence of an event of termination described in Sections 9(b) or 9(f), Executive shall be entitled to receive the following as severance compensation: (i) payment of one any previously unpaid Base Salary through the date of termination; (ii) payment of Executive's Performance Bonus under Section 5(b) through the date of termination, calculated on the basis of the sum of the total achievable amounts of the Performance Bonus for the current fiscal year, divided by twelve months, and one-half times multiplied by the number of months Executive is employed during such fiscal year through the date of termination, with any partial month of employment to be treated as a full month; (iii) continued payment of Executive’s 's annual base salary Base Salary at the rate time of termination (or, if greater, of Executive's annual Base Salary in effect immediately prior to the current annual Base Salary rate) for a period of three (3) years; (iv) continued payment of the total achievable amounts of Executive's Performance Bonus under Section 5(b) for the current fiscal year (or, if greater, of the total achievable amounts of Executive's Performance Bonus in effect for the fiscal year most recently ended) for a period of three (3) years; (v) payment of any life insurance, disability or other benefits, if any, for which Executive is then eligible under the terms of Company' employee retirement, benefit and welfare plans; (vi) subject to the terms and eligibility requirements of any such plan, continued coverage, for a period of three (3) years following the date of termination, under any employee retirement, benefit and welfare plans of Company for which Executive is then eligible; provided that, (A) if Executive's participation in any such plan is not permitted under the terms thereof, Company will use reasonable best efforts to provide or arrange comparable coverage for Executive, (B) Company' obligation under this paragraph (vi) will terminate with respect to any plan on the date Executive first becomes eligible for the same type of Executive’s coverage under another employer's plan, and (C) to the extent applicable, upon termination of employment;coverage under any Company plan pursuant to this paragraph (vi), Executive shall have the option to have assigned to him at no cost and with no apportionment for prepaid premiums, any assignable insurance policy owned by Company and relating specifically to Executive; and (vii) a right to immediately vest in 100% of all options to purchase Common Stock of Company that have been granted to Executive by Company and a period of at least 90 days following termination for Executive to exercise all such options in accordance with the terms thereof. (d) Reasonable outplacement services provided Upon the occurrence of an event of termination described in Section 9(g) or 9(h), Executive shall be entitled to receive the following as severance compensation: (i) payment of any previously unpaid Base Salary through the date of termination; (ii) payment of Executive's Performance Bonus under Section 5(b) through the date of termination, calculated on the basis of the sum of the total achievable amounts of the Performance Bonus for the current fiscal year, divided by twelve months, and multiplied by the firm selected by number of months Executive is employed during such fiscal year through the date of termination, with any partial month of employment to be treated as a full month; (iii) a lump sum payment equal to three (3) times Executive's annual Base Salary at the time of termination (or, if greater, of Executive's annual Base Salary in effect immediately prior to the current annual Base Salary rate); (iv) a lump sum payment equal to three (3) times the total achievable amounts of Executive's Performance Bonus under Section 5(b) for the current fiscal year (or, if greater, of the total achievable amounts of Executive's Performance Bonus in effect for the fiscal year most recently ended); (v) payment of any life insurance, disability or other benefits, if any, for which Executive is then eligible under the terms of Company' employee retirement, benefit and welfare plans; (vi) subject to the terms and eligibility requirements of any such plan, continued coverage, for a period of three (3) years following the date of termination, under any employee retirement, benefit and welfare plans of Company for which Executive is then eligible; provided that, (A) if Executive's participation in any such plan is not permitted under the terms thereof, Company will use reasonable best efforts to provide or arrange comparable coverage for Executive, the cost of which will be paid by the (B) Company; provided, however, that the Company’s ' obligation under this subsection paragraph (dvi) will not exceed $15,000;terminate with respect to any plan on the date Executive first becomes eligible for the same type of coverage under another employer's plan, and (C) to the extent applicable, upon termination of coverage under any Company plan pursuant to this paragraph (vi), Executive shall have the option to have assigned to him at no cost and with no apportionment for prepaid premiums, any assignable insurance policy owned by Company and relating specifically to Executive; and (vii) a right to immediately vest in 100% of all options to purchase Common Stock of Company that have been granted to Executive by Company and a period of at least 90 days following termination for Executive to exercise all such options in accordance with the terms thereof. (e) A lump sum reimbursement for any expenses Executive incurred on behalf Payment of the Company prior to termination of employment to the extent that such expenses are reimbursable severance compensation under the Company’s standard reimbursement policies but have not been reimbursed as of Executive’s termination of employment; paragraphs (fc) Continued participation in the “employee welfare benefit plans” and (as defined in Section 3(1d) of this Section 10 shall be conditioned upon Executive signing a Separation Agreement and General Release in substantially the Employee Retirement Income Security Act form attached hereto as Exhibit A, or such other form of 1974, similar scope and content as amended) in which Executive participates immediately prior to Executive’s date of termination on such terms as are then in effect for eighteen months following the termination of Executive’s employment with the Company and payment may be mutually agreed by the Company of the entire cost or premium for continued coverage pursuant to Section 4980B of the Code in the Company health plan for a period of eighteen months following Executive’s termination (or such lesser period that Executive is entitled to such continued coverage). In the event that the continued coverage of Executive in any such employee welfare benefit plan or the Company health plan is barred by its terms, the Company shall pay Executive, for the eighteen months following Executive’s termination (or the remainder of the eighteen month period in which continued coverage is barred) or for such lesser period during which Executive might have been entitled to such continued coverage, the cash equivalent of the portion of the insurance premium charged to the Company for Executive’s participation in such employee welfare benefit plan(s) and/or the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination plus an additional amount such that after payment of the income and employment tax liability on such payment, Executive retains an amount equal to the portion of the insurance premium charged to the Company for Executive’s participation in such employee welfare benefit plan(s) and the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination of employmentparties. (g) All stock options and any other stock-based awards outstanding immediately prior to Executive’s termination of employment shall immediately vest and become exercisable by Executive for the remainder of the term provided for in the agreement evidencing the stock option or award in which such options or other stock-based awards were granted. Except as provided in Section 20, Termination Benefits payable in a lump sum shall be payable within ten days of Executive’s termination of employment in accordance with Section 3 and the other Termination Benefits shall be paid as described above. The payment of the Termination Benefits shall be reduced by amounts required to be withheld for applicable income and employment taxes.

Termination Benefits. Upon The Disclosure Letter contains a complete and accurate schedule showing the present value as of September 30, 1997 of the monetary amounts payable and identifying the in-kind benefits due under the Specified Compensation and Benefit Programs (as defined herein) for each Named Individual (as defined herein) individually and for all persons other than the Named Individuals as a group. For purposes hereof, "Specified Compensation and Benefit Programs" shall include all employment agreements, change in control agreements, severance or special termination agreements, severance plans, pension, retirement or deferred compensation plans for non-employee directors, supplemental executive retirement programs, tax indemnification agreements, outplacement programs, cash bonus programs, stock appreciation right, phantom stock or stock unit plan, and health, life, disability and other insurance or welfare plans, but shall not include any tax-qualified pension, profit-sharing or employee stock ownership plan or any Outstanding Company Options. For purposes hereof, "Named Individual" shall include each non-employee director of Executive’s employment in accordance with Section 3the Company or any of its subsidiaries and each executive officer of the Company. For purposes of preparing the Disclosure Letter, Executive the present value of the benefits payable under the Specified Compensation and Benefit Programs shall be determined as follows: (i) it shall be assumed that a change of control of the Company occurs on September 30, 1997 and that each person entitled to receive benefits under the following Termination Benefits: Specified Compensation and Benefit Programs is discharged as of September 30, 1997; (aii) A lump sum payment it shall be assumed that all compensation levels remain constant; (iii) it shall be assumed that the present value of any accrued but unpaid salary from payment or benefit which would be due and payable before November 1, 1997 is equal to the Company through the date Executive’s employment terminates; (b) A lump sum amount of such payment of any bonus that has been earned from the Company but which remains unpaid as of Executive’s termination of employment; (c) A lump sum payment of one and one-half times Executive’s annual base salary at the rate in effect on the date of Executive’s termination of employment; (d) Reasonable outplacement services provided by the firm selected by Executive, or the cost of which will such benefit; (iv) the present value of any payment or benefit that would be paid due and payable after November 1, 1997 shall be computed using the interest rate specified by the Company; provided, however, that the Company’s obligation under this subsection (d) will not exceed $15,000; (e) A applicable plan for purposes of valuing lump sum reimbursement for any expenses Executive incurred payments or if no rate is specified an assumed interest rate of 6% per annum, compounded annually; and (v) that all accrued benefits under all tax-qualified plans are 100% vested. Except as set forth in the Disclosure Letter, the entire present value of the benefits payable under the Specified Compensation and Benefit Programs has been accrued as a liability on behalf the financial statements of the Company prior to termination of employment to the extent that such expenses are reimbursable under the Company’s standard reimbursement policies but have not been reimbursed as of Executive’s termination of employment; (f) Continued participation in the “employee welfare benefit plans” (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974December 31, as amended) in which Executive participates immediately prior to Executive’s date of termination on such terms as are then in effect for eighteen months following the termination of Executive’s employment with the Company and payment by the Company of the entire cost or premium for continued coverage pursuant to Section 4980B of the Code in the Company health plan for a period of eighteen months following Executive’s termination (or such lesser period that Executive is entitled to such continued coverage). In the event that the continued coverage of Executive in any such employee welfare benefit plan or the Company health plan is barred by its terms, the Company shall pay Executive, for the eighteen months following Executive’s termination (or the remainder of the eighteen month period in which continued coverage is barred) or for such lesser period during which Executive might have been entitled to such continued coverage, the cash equivalent of the portion of the insurance premium charged to the Company for Executive’s participation in such employee welfare benefit plan(s) and/or the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination plus an additional amount such that after payment of the income and employment tax liability on such payment, Executive retains an amount equal to the portion of the insurance premium charged to the Company for Executive’s participation in such employee welfare benefit plan(s) and the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination of employment1996. (g) All stock options and any other stock-based awards outstanding immediately prior to Executive’s termination of employment shall immediately vest and become exercisable by Executive for the remainder of the term provided for in the agreement evidencing the stock option or award in which such options or other stock-based awards were granted. Except as provided in Section 20, Termination Benefits payable in a lump sum shall be payable within ten days of Executive’s termination of employment in accordance with Section 3 and the other Termination Benefits shall be paid as described above. The payment of the Termination Benefits shall be reduced by amounts required to be withheld for applicable income and employment taxes.

Termination Benefits. Upon a termination of a. In further consideration for Executive’s agreement to execute the PDI Confidentiality, Non-Solicitation and Covenant Not to Compete Agreement (the “Confidentiality Agreement”), the Company agrees that if it terminates the Executive’s employment without Cause (as defined below) or if the Executive terminates his employment as provided for in accordance Section 2b. hereof, and, in each instance, the Executive executes and does not revoke the PDI Agreement and General Release given to him upon such termination, then: i. If the Executive terminates his employment before May 15, 2007, the Executive shall be paid a lump sum payment equal to (y) the product of twelve (12) times his Base Monthly Salary, plus (z) the average annual cash incentive compensation paid to the Executive during the three years immedi-ately preceding the termination date, or such shorter period if applicable. For purposes of the average calculation, any amount paid for 2006 will be annualized. The sum of (y) and (z) is referred to herein as the “Severance Payment”. ii. If such termination occurs after May 15, 2007 the Executive shall be paid a lump sum payment equal to (y) the product of eighteen (18) times his Base Monthly Salary, plus (z) the average cash incentive compensation paid to the Executive during the most recent three years immedi-ately preceding the termination date for which such incentive compensation was paid, or such shorter period, For purposes of the average calculation, any amount paid for 2006 will be annualized. The sum of (y) and (z) is referred to herein as the “Severance Payment”. In the event that the Company is obligated to pay the Executive the Severance Payment, in addition to such payment the Company shall pay for the continuation of the Executive’s health and welfare benefits under COBRA for up to twelve (12) months (the “COBRA Benefit”). If the Executive becomes employed by a third party and is entitled to comparable health and welfare benefits then the Company is entitled to discontinue the COBRA Benefit. All payments due hereunder shall be subject to withholding for applicable federal, state and local income and employment related taxes. In the event of any termination of the Executive’s employment with the Company, the Executive shall continue to be bound by the confidentiality, non-solicitation, non-competition and other provisions set forth in the Confidentiality Agreement for the periods set forth therein. No termination benefits will be paid if the Executive resigns or terminates his employment for any reason other than as set forth in Section 32b. below or if the Company terminates the Executive’s employment for Cause (as defined below) as determined by the Board (or a committee of the Board). b. Subject to the terms and conditions set forth in Section 2a. above, the Executive shall be entitled to receive the following Termination Benefits: Severance Payment and the COBRA Benefit if he terminates his employment with the Company because (ai) A lump sum payment the Executive suffers a substantial adverse change in his title or responsibilities (for the avoidance of any accrued but unpaid salary doubt, this would include the Executive no longer being the CFO of the publicly traded Company, no matter what the reason), or (ii) the Executive suffers a reduction in his annual base salary, or (iii) if the Company modifies the Executive’s overall compensation plan in a manner that materially reduces the Executive’s earning potential, or (iv) if the Company relocates it’s principal place of business more than 50 miles from the Company through the date Executive’s employment terminates; (b) A lump sum payment of any bonus that has been earned from the Company but which remains unpaid as of Executive’s termination of employment; (c) A lump sum payment of one and one-half times Executive’s annual base salary at the rate in effect on the date of Executive’s termination of employment; (d) Reasonable outplacement services provided by the firm selected by Executive, the cost of which will be paid by the CompanyExecutives current residence; provided, however, that the Company’s obligation under this subsection with respect to items (di), (ii) will not exceed $15,000; and (eiii) A lump sum reimbursement for any expenses Executive incurred on behalf above, within thirty (30) days of the Company prior to termination of employment to the extent that such expenses are reimbursable under the Company’s standard reimbursement policies but have not been reimbursed as of Executive’s termination of employment; (f) Continued participation in the “employee welfare benefit plans” (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) in which Executive participates immediately prior to Executive’s date of termination on such terms as are then in effect for eighteen months following the termination of Executive’s employment with the Company and payment written notice by the Company of the entire cost or premium for continued coverage pursuant to Section 4980B of the Code in the Company health plan for a period of eighteen months following Executive’s termination (or such lesser period that Executive is entitled to such continued coverage). In the event that the continued coverage of Executive in any such employee welfare benefit plan or the Company health plan is barred by its terms, the Company shall pay Executivehas not cured, for the eighteen months following Executive’s termination (or the remainder of the eighteen month period in which continued coverage is barred) commenced to cure, such substantial adverse change or for such lesser period during which Executive might have been entitled to such continued coverage, the cash equivalent of the portion of the insurance premium charged to the Company for Executive’s participation in such employee welfare benefit plan(s) and/or the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination plus an additional amount such that after payment of the income and employment tax liability on such payment, Executive retains an amount equal to the portion of the insurance premium charged to the Company for Executive’s participation in such employee welfare benefit plan(s) and the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination of employmentreduction. (g) All stock options and any other stock-based awards outstanding immediately prior to Executive’s termination of employment shall immediately vest and become exercisable by Executive for the remainder of the term provided for in the agreement evidencing the stock option or award in which such options or other stock-based awards were granted. Except as provided in Section 20, Termination Benefits payable in a lump sum shall be payable within ten days of Executive’s termination of employment in accordance with Section 3 and the other Termination Benefits shall be paid as described above. The payment of the Termination Benefits shall be reduced by amounts required to be withheld for applicable income and employment taxes.

Termination Benefits. Upon a termination of Executive’s employment If the events outlined in accordance with Section 317.1 have occurred, Executive shall be entitled to receive the following Termination BenefitsEmployer shall: (a) A lump sum payment pay to the Employee on the same basis as in effect immediately prior to such Involuntary Termination for a period of any accrued but unpaid three (3) years following such Involuntary Termination an amount equivalent to the Employee's salary from and Bonus at the Company through rate in effect immediately prior to such Involuntary Termination or on the effective date Executive’s employment terminatesof the Change of Control, whichever is higher; (b) A pay to the Employee within sixty (60) days following the end of the fiscal year of the Employer in which the Involuntary Termination occurs, a lump sum equivalent to the amount, if any, of such Bonus which would otherwise have been payable to the Employee had he remained employed to the end of such fiscal year, calculated on the basis that the number of months, including the month in which such Involuntary Termination occurs, bears to the total number of months for which the Bonus would otherwise have been paid during such fiscal year and calculated in accordance with the terms for Bonus payments as in effect immediately prior to such Involuntary Termination or on the effective date of the Change of Control, whichever would yield a higher Bonus payment of any bonus that has been earned from to the Company but which remains unpaid as of Executive’s termination of employmentEmployee; (c) A lump sum payment pay to the Employee the amount of one any unpaid salary earned by the Employee up to and one-half times Executive’s annual base salary at the rate in effect on including the date of Executive’s termination of employmentsuch Involuntary Termination; (d) Reasonable outplacement services provided pay to the Employee any unpaid vacation pay earned by him up to and including the firm selected by Executive, the cost date of which will be paid by the Company; provided, however, that the Company’s obligation under this subsection (d) will not exceed $15,000such Involuntary Termination; (e) A lump sum reimbursement for any expenses Executive incurred continue to make the employer contributions necessary to maintain the Employee's coverage pursuant to all benefit plans provided to the Employee by the Employer immediately prior to such Involuntary Termination or on behalf the effective date of the Company Change of Control, whichever is more beneficial to the Employee, for a period of three (3) years following such Involuntary Termination and shall deduct from any payments payable to the Employee pursuant to Subsection 17.2(a) hereof the amount of any employee contributions necessary to maintain such coverage for the above-noted period based on any such contributions which were in effect immediately prior to termination such Involuntary Termination or on the effective date of employment to the extent that such expenses Change of Control, whichever are reimbursable under the Company’s standard reimbursement policies but have not been reimbursed as of Executive’s termination of employmentlower; (f) Continued participation in the “employee welfare benefit plans” (as defined in Section 3(1) of pay to the Employee Retirement Income Security Act an amount equivalent to the leasing cost of 1974any car provided by the Employer to the Employee and any operating expenses of such car paid for by the Employer, all as amended) in which Executive participates effect immediately prior to Executive’s such Involuntary Termination or on the effective date of termination on such terms as are then in effect for eighteen months following the termination Change of Executive’s employment with Control, whichever is more beneficial to the Company and payment by the Company of the entire cost or premium for continued coverage pursuant to Section 4980B of the Code in the Company health plan Employee, for a period of eighteen months three (3) years following Executive’s termination (or such lesser period that Executive is entitled to such continued coverage). In the event that the continued coverage of Executive in any such employee welfare benefit plan or the Company health plan is barred by its terms, the Company shall pay Executive, for the eighteen months following Executive’s termination (or the remainder of the eighteen month period in which continued coverage is barred) or for such lesser period during which Executive might have been entitled to such continued coverage, the cash equivalent of the portion of the insurance premium charged to the Company for Executive’s participation in such employee welfare benefit plan(s) and/or the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination plus an additional amount such that after payment of the income and employment tax liability on such payment, Executive retains an amount equal to the portion of the insurance premium charged to the Company for Executive’s participation in such employee welfare benefit plan(s) and the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination of employment.Involuntary Termination; (g) All stock options pay to the Employee for a period of three (3) years following such Involuntary Termination the amount of any annual club dues and any other stock-based awards outstanding club expenses paid for by the Employer on behalf of the Employee immediately prior to Executive’s such Involuntary Termination or on the effective date of the Change of Control, whichever is more beneficial to the Employee; (h) in respect of all stock options granted to Employee under any stock option plan in effect immediately prior to such Involuntary Termination whether or not such options are currently exercisable all options shall vest, and remain exercisable for a six (6) month period following Termination. (i) credit the Employee with service for the purposes of any pension plan or pension arrangements in which the Employee participated or which pertained to the Employee immediately prior to such Involuntary Termination or which were in effect on the effective date of the Change of Control, whichever were more beneficial to the Employee, for the period of three (3) years following such Involuntary Termination and include in calculating the Employee's earnings for the purpose of determining any benefits payable to the Employee pursuant to such plan or arrangements all amounts (other than any Bonus) payable to the Employee pursuant to Subsection 17.2(a); (j) until the Employee accepts a position of substantially similar character and compensation in the industry, his Retirement Compensation Arrangement (or supplementary pension plan) with the Employer will be properly funded annually, for past services, on the basis of the information set forth in the letter of Towers Perrin dated November 16, 1990, a copy of which is annexed heretx xx Xppendix "A"; (k) until the Employee accepts a position of substantially similar character and compensation in the industry, his pension plan will continue to be available and fully paid-up, on the basis of the information set forth in the letter of Towers Perrin dated November 16, 1990, copy attached, until the Employee xxxxins the age of sixty (60), as though the Employee's employment with the Employer was uninterrupted until that time; (l) proper Arrangements satisfactory to the parties will be made at the time of termination of the Employee's employment shall immediately vest and become exercisable by Executive for an Involuntary Termination so as to secure the remainder of the term provided for in the agreement evidencing the stock option or award in which such options or other stock-based awards were granted. Except as provided in Section 20, Termination Benefits payable in a lump sum shall be payable within ten days of Executive’s termination of employment in accordance with Section 3 and the other Termination Benefits shall be paid as described above. The payment of all sums due to him; and (m) should the Termination Benefits Employee accept alternative work outside Quebec, Employee shall use his best efforts to cause his new employer to pay moving expenses, and failing that, then the Employee will also be reduced by amounts required reimbursed for unreimbursed moving expenses up to be withheld for applicable income and employment taxestwenty thousand dollars ($20,000).

Termination Benefits. Upon a termination of Executive’s employment Change in accordance with Section 3Control Termination, Executive shall be entitled to receive the following Termination Benefitsreceive: (ai) A lump sum payment of any accrued but unpaid Executive’s base salary from the Company through the date Executive’s employment terminatesTermination Date at the annual rate in effect at the time Notice of Termination is given, payable within ten (10) business days after the Termination Date; (bii) A lump sum payment of any annual bonus that has been earned from the Company but which remains unpaid as of Executive’s termination of employmentthe Termination Date for any previously completed fiscal year, payable within ten (10) business days after the Termination Date; (ciii) A lump sum payment of one all earned and one-half times Executive’s annual base salary unpaid and/or vested, nonforfeitable amounts owing or accrued at the rate in effect on the date of Executive’s termination of employmentemployment under any compensation and benefit plans, programs, and arrangements of the Company and its affiliates in which Executive theretofore participated, payable in accordance with the terms and conditions of the plans, programs, and arrangements (and agreements and documents thereunder) pursuant to which such compensation and benefits were granted or accrued; (div) Reasonable outplacement services provided reimbursement for any unreimbursed business expenses properly incurred by Executive in accordance with Company policy prior to the firm selected by Executive, the cost of which will be paid by the Company; provided, however, that the Company’s obligation under this subsection (d) will not exceed $15,000Termination Date; (ev) A a cash lump sum reimbursement for any expenses Executive incurred on behalf of amount equal to three (3) times the Company prior to termination of employment to the extent that such expenses are reimbursable under the Company’s standard reimbursement policies but have not been reimbursed as sum of Executive’s termination (A) annual rate of employmentsalary in effect at the time Notice of Termination is given or, if higher, the annual rate in effect immediately prior to the Change in Control and (B) average annual bonus earned by Executive for the two calendar years prior to the year in which the Termination Date occurs or, if higher, the year in which the Change in Control occurred, payable within ten (10) business days after the Termination Date; (fvi) Continued participation in the “employee welfare benefit plans” a cash lump sum amount equal to (as defined in Section 3(1A) of the Employee Retirement Income Security Act of 1974, as amended) in which Executive participates immediately prior to Executive’s date of termination on such terms as are then target annual bonus in effect for eighteen months following the termination year in which the Termination Date occurs or, if higher, for the year in which the Change in Control occurred, multiplied by (B) a fraction, the numerator of which shall equal the number of days Executive was employed by the Company during the year in which the Termination Date occurs, and the denominator of which shall equal 365, payable within ten (10) business days after the Termination Date; (vii) for the period beginning on the Termination Date and ending on the earlier of (A) the third anniversary of such date or (B) the first day of Executive’s employment eligibility to participate in a comparable group health plan maintained by a subsequent employer, the Company shall pay for and provide Executive and Executive’s dependents with the Company and payment same medical benefits coverage to which Executive would have been entitled had Executive remained continuously employed by the Company of the entire cost or premium for continued coverage pursuant to Section 4980B of the Code in the Company health plan for a period of eighteen months following Executive’s termination (or during such lesser period that Executive is entitled to such continued coverage)period. In the event that Executive is ineligible under the continued coverage terms of Executive in any such employee welfare the Company’s benefit plan or the Company health plan is barred by its termsplans to continue to be so covered, the Company shall pay Executiveprovide Executive with substantially equivalent coverage through other sources or will provide Executive with a lump sum payment within ten (10) business days after the Termination Date in such amount that, for the eighteen months following Executive’s termination (or the remainder of the eighteen month period in which continued coverage is barred) or for such lesser period during which Executive might have been entitled to such continued coverageafter all income and employment taxes on that amount, the cash equivalent of the portion of the insurance premium charged shall be equal to the Company cost to Executive of obtaining such benefit coverage; and (viii) three (3) years of additional credit for Executive’s participation in such employee welfare benefit plan(s) and/or service and age following the entire premium Termination Date for continued purposes of qualifying for retiree medical coverage in under the Company’s health plan prior to retiree medical plan. Following Executive’s termination plus an additional amount such that after payment of the income Change in Control Termination, except as set forth in this Section 2(b) and employment tax liability on such paymentSection 3, Executive retains an amount equal shall have no further rights to the portion of the insurance premium charged to the Company for Executive’s participation in such employee welfare benefit plan(s) and the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination of employment. (g) All stock options and any other stock-based awards outstanding immediately prior to Executive’s termination of employment shall immediately vest and become exercisable by Executive for the remainder of the term provided for in the agreement evidencing the stock option compensation or award in which such options or other stock-based awards were granted. Except as provided in Section 20, Termination Benefits payable in a lump sum shall be payable within ten days of Executive’s termination of employment in accordance with Section 3 and the other Termination Benefits shall be paid as described above. The payment of the Termination Benefits shall be reduced by amounts required to be withheld for applicable income and employment taxesbenefits under this Agreement.

Termination Benefits. Upon a termination of Executive’s employment in accordance with Section 3, Executive shall be entitled to receive the following Termination Benefits: (a) A lump Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by termination of the Executive's employment due to: (1) Executive's dismissal or (2) Executive's voluntary termination pursuant to Section 2(a), 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, a sum equal to three (3) 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 accrued but unpaid salary from expense items without accountability or business purpose or that do not meet the Company through the date Executive’s employment terminates; (b) A lump sum payment of any bonus that has been earned from the Company but which remains unpaid as of Executive’s termination of employment; (c) A lump sum payment of one and one-half times Executive’s annual base salary at the rate in effect on the date of Executive’s termination of employment; (d) Reasonable outplacement services provided Internal Revenue Service requirements for deductibility by the firm selected by Executive, the cost of which will be paid by the CompanyBank; provided, provided however, that the Company’s obligation any -------- ------- payment under this provision and subsection (d3(b) will below shall not exceed $15,000; three (e3) A lump sum reimbursement for any expenses Executive incurred on behalf times the Executive's average annual compensation. At the election of the Company Executive, which election is to be made prior to termination of employment to the extent that a Change in Control, such expenses are reimbursable under the Company’s standard reimbursement policies but have not been reimbursed as of Executive’s termination of employment; (f) Continued participation payment shall be made in the “employee welfare benefit plans” (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) in which Executive participates immediately prior to Executive’s date of termination on such terms as are then in effect for eighteen months following the termination of Executive’s employment with the Company and payment by the Company of the entire cost or premium for continued coverage pursuant to Section 4980B of the Code in the Company health plan for a period of eighteen months following Executive’s termination (or such lesser period that Executive is entitled to such continued coverage)lump sum. In the event that no election is made, payment to Executive will be made on a monthly basis in approximately equal installments during the continued coverage remaining term of Executive this Agreement. (b) Upon the occurrence of a Change in any such employee welfare benefit plan Control of the Bank or the Holding Company health plan is barred followed at any time during the term of this Agreement by its termsExecutive's voluntary or involuntary termination of employment, other than for Termination for Cause, the Bank shall cause to be continued life, 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 pay Executivecease upon the expiration of twenty-four (24) full calendar months from the Date of Termination. (c) Notwithstanding the preceding paragraphs of this Section 3, for in no event shall the eighteen months following Executive’s termination aggregate payments or benefits to be made or afforded to Executive under said paragraphs (or the remainder "Termination Benefits") constitute an "excess parachute payment" under Section 280G of the eighteen month period Code or any successor thereto, and in which continued coverage is barred) or for order to avoid such lesser period during which Executive might have been entitled a result Termination Benefits will be reduced, if necessary, to such continued coveragean amount (the "Non-Triggering Amount"), the cash equivalent value of the portion of the insurance premium charged to the Company for Executive’s participation in such employee welfare benefit plan(swhich is one dollar ($1.00) and/or the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination plus an additional amount such that after payment of the income and employment tax liability on such payment, Executive retains less than an amount equal to the portion of the insurance premium charged to the Company for three (3) times Executive’s participation in such employee welfare benefit plan(s) and the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination of employment. (g) All stock options and any other stock-based awards outstanding immediately prior to Executive’s termination of employment shall immediately vest and become exercisable by Executive for the remainder of the term provided for in the agreement evidencing the stock option or award in which such options or other stock-based awards were granted. Except 's "base amount," as provided in Section 20, Termination Benefits payable in a lump sum shall be payable within ten days of Executive’s termination of employment determined in accordance with said Section 3 and 280G. The allocation of the other Termination Benefits shall be paid as described above. The payment of reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be reduced determined by amounts required to be withheld for applicable income and employment taxesExecutive.

Termination Benefits. Upon A. If, on or prior to the March 31 immediately preceding the termination of the Employment Period, the Corporation shall not have offered to extend the Executive's employment with the Corporation for a minimum of three years upon terms and conditions at least as favorable to the Executive as those contained in this Employment Agreement, including, without limitation, the provisions of this Article EIGHTH, then the Corporation shall pay to the Executive, as a termination of Executive’s employment benefit, in accordance with Section 3a lump sum, Executive shall be entitled on or prior to receive the following Termination Benefits: (a) A lump sum payment of any accrued but unpaid salary from the Company through the date Executive’s employment terminates; (b) A lump sum payment of any bonus that has been earned from the Company but which remains unpaid as of Executive’s termination of employment; (c) A lump sum payment of one and one-half times Executive’s annual base salary at the rate in effect on the date of Executive’s the termination of employment; the Employment Period, in cash, an amount equal to the total cash compensation (dBase Salary and Bonus) Reasonable outplacement services provided paid to or accrued with respect to the Executive by the firm selected by Executive, Corporation during the cost 12-month period immediately preceding the termination of which will be paid by the CompanyEmployment Period; provided, however, that if the Company’s obligation under term of this subsection (d) will Employment Agreement is subsequently extended, the Executive shall not exceed $15,000; (e) be entitled to receive the payment contemplated hereby. In no event are the benefits provided by this part A lump sum reimbursement for any expenses Executive incurred on behalf of the Company prior Article EIGHTH hereof applicable to termination of employment the Executive pursuant to the extent that such expenses are reimbursable under the Company’s standard reimbursement policies but have not been reimbursed as of Executive’s termination of employment;Article FOURTH hereof. (fi) Continued participation If there shall occur a "Change in the “employee welfare benefit plans” Control" (as defined in Section 3(1hereinafter defined) of the Employee Retirement Income Security Act Corporation and the Executive's "Circumstances of 1974Employment" (as hereinafter defined) shall have changed, as amended(a) the Executive shall have the right to terminate his employment pursuant to this Employment Agreement by written notice to the Corporation and (b) notwithstanding anything to the contrary contained in which the Corporation's 1988 Stock Option Plan, in the stock option agreements between the Corporation and the Executive participates immediately or in the stock option certificates delivered to the Executive, all options granted to the Executive prior to Executive’s the effective date of termination on such terms as are then Change in effect for eighteen months following the termination of Executive’s employment with the Company Control shall become immediately vested and payment by the Company of the entire cost or premium for continued coverage pursuant to Section 4980B of the Code exercisable in the Company health plan for a period of eighteen months following Executive’s termination full. (or such lesser period that Executive is entitled to such continued coverage). ii) In the event that of the continued coverage termination by the Executive of Executive his employment pursuant to part B (i)(a) of this Article EIGHTH or if, within one year subsequent to a Change in any such employee welfare benefit plan or the Company health plan is barred by its termsControl, the Company Corporation shall terminate the Executive's employment pursuant to this Employment Agreement, other than for cause pursuant to Article FOURTH hereof, then the Corporation shall pay to the Executive, for the eighteen months following Executive’s termination (or the remainder within 60 days of the eighteen month period such termination, in which continued coverage is barred) or for such lesser period during which Executive might have been entitled to such continued coveragecash, the cash equivalent of the portion of the insurance premium charged to the Company for Executive’s participation in such employee welfare benefit plan(s) and/or the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination plus an additional amount such that after payment of the income and employment tax liability on such payment, Executive retains an amount equal to the portion of the insurance premium charged to the Company for Executive’s participation in such employee welfare benefit plan(s) and the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination of employment"Special Severance Payment" (as hereinafter defined). (giii) All stock options A "Change in Control" shall be deemed to occur upon (a) the sale by the Corporation of all or substantially all of its assets to any person (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934), the consolidation of the Corporation with any person, or the merger of the Corporation with any person as a result of which merger the Corporation is not the surviving entity as a publicly held corporation, or (b) the sale or transfer or issuance of shares of common stock, par value $0.02 per share ("Shares"), of the Corporation by the Corporation and/or any one or more of its stockholders (other than the Executive or Xxxxxxx Xxxxxxxxx), as the case may be, in one or more transactions, related or unrelated, to one or more persons as a result of which any person and its "affiliates" (as hereinafter defined), other than the Executive or Xxxxx X. Xxxxxxxxxx, shall own more than 15% of the outstanding Shares, unless such sale or transfer has been approved in advance by the Board of Directors of the Corporation. An "affiliate" shall mean any person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, any other stock-based awards outstanding immediately prior to Executive’s termination of employment person. Nothing contained in this part B (iii) shall immediately vest and become exercisable by Executive for limit or restrict the remainder right of the term provided for Executive, in the agreement evidencing the stock option or award in which such options or other stock-based awards were granted. Except his capacity as provided in Section 20, Termination Benefits payable in a lump sum shall be payable within ten days of Executive’s termination of employment in accordance with Section 3 and the other Termination Benefits shall be paid as described above. The payment member of the Termination Benefits shall be reduced by amounts required Board of Directors, from participating in any discussions or voting on any matter referred to be withheld for applicable income and employment taxesin this part B at any meeting of the Board of Directors.

Termination Benefits. Upon a termination of Executive’s employment in accordance with Section 3, Executive Buyer shall be solely responsible for, and shall pay or cause to be paid, severance payments and other employment termination benefits, if any, to Active Transferred Employees who become employees of Buyer and become entitled to receive the following Termination Benefits: (a) A lump sum payment such payments or benefits by reason of any accrued but unpaid salary from events occurring after the Company through the date Executive’s employment terminates; Closing Date (b) A lump sum payment of except for those benefits that arise under any bonus that has been earned from the Company but which remains unpaid as of Executive’s termination of employment; (c) A lump sum payment of one and one-half times Executive’s annual base salary at the rate in effect Benefit Plan). If any action on the date part of Executive’s Seller on or prior to the Closing Date, or if the sale to Buyer of the Subject Assets pursuant to this Agreement or the transactions contemplated hereby, or if the failure by Buyer to hire as an employee of Buyer any employee of Seller, shall directly or indirectly result in any Liabilities for severance payments or other employment termination of employment; (d) Reasonable outplacement services provided by benefits under the firm selected by ExecutiveBenefit Plans, then such Liabilities shall be the cost of which will sole responsibility of, and shall be paid by the Companyby, Seller; provided, however, that (i) Liabilities for Suits that arise from the Companytermination by Seller of Seller’s obligation under this subsection (d) will not exceed $15,000; (e) A lump sum reimbursement for any expenses Executive incurred on behalf Employees as of the Company Closing Date that are unrelated to any Benefit Plans or any violation of Law, Order or Contract by Seller prior to termination the Closing Time shall be the responsibility of employment Buyer, and (ii) the Buyer shall reimburse Seller for fifty percent (50%) of all severance payments (if any) under the Seller’s severance policy as historically implemented as described by the Seller to the extent Buyer prior to the Closing Time, excluding non-severance payments including change in control payments or bonus payments, that such expenses are reimbursable Seller is required to make under the Company’s standard Benefit Plans and paid to Active Transferred Employees who become employees of Buyer on the Closing Date (other than Xxxxx and Lintvet and any payments set forth in Schedule 5.17(j)) up to a maximum reimbursement policies but amount of Thirty Thousand Dollars ($30,000), and Buyer shall have not been reimbursed as no other liability or responsibility with respect to such severance payments or Benefit Plans. Seller shall use its reasonable best efforts to cause each Employee of ExecutiveSeller other than the Active Transferred Employees to execute a release (which shall include the modifications described, below) in connection with Seller’s termination of his/her employment; (f) Continued participation in . Such Employees’ execution of such release documents should be a condition to their receipt of severance from Seller. Seller shall disclose to the “employee welfare benefit plans” (as defined in Section 3(1) of Employees other than the Employee Retirement Income Security Act of 1974, as amended) in which Executive participates immediately Active Transferred Employees prior to Executive’s date of termination on presenting them with their severance documents all information reasonably requested by the Buyer to be presented to them in advance in order for their severance and release agreements to be enforceable against them by the Buyer and the Seller. The Seller shall present such terms as are then in effect Employees for eighteen months following the termination of Executive’s employment their execution with the Company and payment form of release approved by the Company of the entire cost or premium for continued coverage pursuant to Section 4980B of the Code in the Company health plan for a period of eighteen months following ExecutiveBuyer’s termination (or such lesser period that Executive is entitled to such continued coverage). In the event that the continued coverage of Executive in any such employee welfare benefit plan or the Company health plan is barred by its terms, the Company shall pay Executive, for the eighteen months following Executive’s termination (or the remainder of the eighteen month period in which continued coverage is barred) or for such lesser period during which Executive might have been entitled to such continued coverage, the cash equivalent of the portion of the insurance premium charged counsel prior to the Company for Executive’s participation Closing. The Seller shall perform all of its obligations (including, but not limited to, making the severance payments and complying with the revocation periods) set forth in such employee welfare benefit plan(s) and/or the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination plus an additional amount such that after payment of the income and employment tax liability on such payment, Executive retains an amount equal to the portion of the insurance premium charged to the Company for Executive’s participation in such employee welfare benefit plan(s) and the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination of employmentrelease documents. (g) All stock options and any other stock-based awards outstanding immediately prior to Executive’s termination of employment shall immediately vest and become exercisable by Executive for the remainder of the term provided for in the agreement evidencing the stock option or award in which such options or other stock-based awards were granted. Except as provided in Section 20, Termination Benefits payable in a lump sum shall be payable within ten days of Executive’s termination of employment in accordance with Section 3 and the other Termination Benefits shall be paid as described above. The payment of the Termination Benefits shall be reduced by amounts required to be withheld for applicable income and employment taxes.

Termination Benefits. Upon In the event of a termination of Executive’s employment in accordance with Section 3the Executive during the Employment Period, the Employer shall provide and the Executive shall be entitled to receive the following benefits (the "Termination Benefits") upon execution by Executive of a release, in substantially the form attached hereto as Exhibit A, of all claims (other than claims for benefits granted under this Agreement) against Employer, the Resulting Entity and their affiliates and successors: (a) A lump sum payment of any accrued but unpaid The Executive shall, notwithstanding his or her termination, be entitled to receive salary payments and director's fees from the Company through date of his termination and continuing until the second anniversary of said termination date Executive’s employment terminates;(the "Salary Continuation Period"); which period shall be treated hereunder as a continuation of the Employment Period. These sums shall be paid at the greater of the rate required by Paragraph 4(a) and that in effect immediately prior to termination. (b) A lump sum In addition to the payments under (a) above, the Executive shall receive a bonus payment with respect to each calendar year ending during Salary Continuation Period equal to the annual cash bonus paid (including, for this purpose, bonus amounts declared but deferred pursuant to the Executive's election) during the year immediately preceding the Effective Date of any the Agreement, or if greater, the date of termination, plus a pro rata payment for the calendar year in which such Salary Continuation Period ends based on such average annual cash bonus. The bonus that has payments for each calendar year shall be made at such times and in such manner as they would have been earned from paid had the Company but which remains unpaid as of Executive’s termination of employment;'s employment not been terminated. (c) A lump sum payment Upon the expiration of one the Employment Period, including, without limitation the Salary Continuation Period, the Executive (and, if applicable, his or her dependents) shall be entitled to maintain group medical and one-half times Executive’s annual base salary at dental coverage under the rate continuation coverage provisions of such plans ("COBRA Coverage"), which entitlement shall, notwithstanding any other provisions of the group plan to the contrary, be subject to termination only in effect the event of the failure of the Executive or the dependent to timely pay the appropriate premium for such coverage (which, in this case, shall be the premium that would be paid on the date of Executive’s termination of employment; (d) Reasonable outplacement services provided same cost-sharing basis as if the Executive continued to be actively employed by the firm selected by ExecutiveEmployer), the cost of which will be paid by the Company; provided, however, that the Company’s obligation under this subsection (d) will not exceed $15,000; (e) A lump sum reimbursement for any expenses Executive incurred on behalf of the Company prior to termination of employment to the extent provided that such expenses are reimbursable under the Company’s standard reimbursement policies but have not been reimbursed as of Executive’s termination of employment; (f) Continued participation in the “employee welfare benefit plans” (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) in which Executive participates immediately prior to Executive’s date of termination on such terms as are then in effect for eighteen months following the termination of Executive’s employment with the Company and payment by the Company of the entire cost or premium for continued coverage pursuant to Section 4980B of the Code in the Company health plan for a period of eighteen months following Executive’s termination (or such lesser period that Executive is entitled to such continued coverage). In the event that the continued coverage of Executive in any such employee welfare benefit plan or the Company health plan is barred by its terms, the Company shall pay Executive, for the eighteen months following Executive’s termination (or the remainder of the eighteen month period in which continued coverage is barred) or for such lesser period during which Executive might have been entitled to such continued coverage, the cash equivalent of the portion of the insurance premium charged to the Company for Executive’s participation in such employee welfare benefit plan(s) and/or the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination plus an additional amount such that after payment of the income and employment tax liability on such payment, Executive retains an amount equal to the portion of the insurance premium charged to the Company for Executive’s participation in such employee welfare benefit plan(s) and the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination of employment. (g) All stock options and any other stock-based awards outstanding immediately prior to Executive’s termination of employment shall immediately vest and become exercisable by Executive for the remainder of the term provided for in the agreement evidencing the stock option or award in which such options or other stock-based awards were granted. Except as provided in Section 20, Termination Benefits payable in a lump sum shall be payable within ten days of Executive’s termination of employment in accordance with Section 3 and secondary to any group coverage (including Medicare or any government-sponsored or mandated program) subsequently obtained or covering the other Termination Benefits shall be paid as described above. The payment of the Termination Benefits shall be reduced by amounts required to be withheld for applicable income and employment taxesExecutive or dependent.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by termination of the Executive’s employment due to: (1) Executive’s dismissal or (2) Executive’s voluntary termination pursuant to Section 2(a), unless such termination is due to Termination for Cause, the Bank and the Holding Company shall pay Executive, or in accordance with Section 3the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a sum equal to one (1) 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 entitled paid to receive the following Termination Benefits: (a) A lump sum Executive in any such year and payment of any accrued but unpaid salary from expense items without accountability or business purpose or that do not meet the Company through the date Executive’s employment terminates; (b) A lump sum payment of any bonus that has been earned from the Company but which remains unpaid as of Executive’s termination of employment; (c) A lump sum payment of one and one-half times Executive’s annual base salary at the rate in effect on the date of Executive’s termination of employment; (d) Reasonable outplacement services provided Internal Revenue Service requirements for deductibility by the firm selected by Executive, the cost of which will be paid by the CompanyHolding Company or its subsidiaries; provided, provided however, that the Company’s obligation any payment under this provision and subsection (d3(b) will below shall not exceed $15,000; three (e3) A lump sum reimbursement for any expenses Executive incurred on behalf times the Executive’s average annual compensation. At the election of the Company Executive, which election is to be made prior to termination of employment to the extent that a Change in Control, such expenses are reimbursable under the Company’s standard reimbursement policies but have not been reimbursed as of Executive’s termination of employment; (f) Continued participation payment shall be made in the “employee welfare benefit plans” (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) in which Executive participates immediately prior to Executive’s date of termination on such terms as are then in effect for eighteen months following the termination of Executive’s employment with the Company and payment by the Company of the entire cost or premium for continued coverage pursuant to Section 4980B of the Code in the Company health plan for a period of eighteen months following Executive’s termination (or such lesser period that Executive is entitled to such continued coverage)lump sum. In the event that no election is made, payment to Executive will be made on a monthly basis in approximately equal installments during the continued coverage remaining term of Executive this Agreement. (b) Upon the occurrence of a Change in any such employee welfare benefit plan Control of the Bank or the Holding Company health plan is barred followed at any time during the term of this Agreement by its termsExecutive’s voluntary or involuntary termination of employment, other than for Termination for Cause, the Holding Company or its subsidiaries shall pay Executivecause to be continued life, 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 expiration of eighteen (18) full calendar months following Executive’s termination from the Date of Termination. (c) Notwithstanding the preceding paragraphs of this Section 3, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the remainder “Termination Benefits”) constitute an “excess parachute payment” under Section 280G of the eighteen month period Code or any successor thereto, and in which continued coverage is barred) or for order to avoid such lesser period during which Executive might have been entitled a result Termination Benefits will be reduced, if necessary, to such continued coveragean amount (the “Non-Triggering Amount”), the cash equivalent value of the portion of the insurance premium charged to the Company for Executive’s participation in such employee welfare benefit plan(swhich is one dollar ($1.00) and/or the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination plus an additional amount such that after payment of the income and employment tax liability on such payment, Executive retains less than an amount equal to the portion of the insurance premium charged to the Company for three (3) times Executive’s participation in such employee welfare benefit plan(s) and the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination of employment. (g) All stock options and any other stock-based awards outstanding immediately prior to Executive’s termination of employment shall immediately vest and become exercisable by Executive for the remainder of the term provided for in the agreement evidencing the stock option or award in which such options or other stock-based awards were granted. Except “base amount,” as provided in Section 20, Termination Benefits payable in a lump sum shall be payable within ten days of Executive’s termination of employment determined in accordance with said Section 3 and 280G. The allocation of the other Termination Benefits shall be paid as described above. The payment of reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be reduced determined by amounts required to be withheld for applicable income and employment taxesExecutive.

Termination Benefits. Upon (a) The Holding Company shall pay to the Executive in a termination lump sum in cash within 30 days after the Date of Executive’s employment Termination (as defined in accordance with Section 3, Executive shall be entitled to receive 6(b)) the aggregate of the following Termination Benefitsamounts: (ai) A lump the sum payment of (A) the Executive's annual base salary through the Date of Termination to the extent not theretofore paid, (B) the product of (x) the higher of (I) the maximum bonus pursuant to the Holding Company's annual incentive plans and (II) the annual bonus paid or payable pursuant to the Holding Company's annual incentive plans, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the term of this Agreement, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) any compensation previously deferred by the Executive (together with any accrued but unpaid interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid; and (ii) the amount equal to the product of (A) three and (B) the sum of (x) the Executive's annual base salary from and (y) the Company through Highest Annual Bonus; and (iii) an amount equal to the date difference between (A) the actuarial equivalent of the benefit (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Holding Company's qualified defined benefit retirement plan (the "Retirement Plan"))under the Retirement Plan immediately prior to the Effective Date (as defined in Section 6(c)), and any excess or supplemental retirement plan in which the Executive participates (together, the "SERP") which the Executive would receive if the Executive’s 's employment terminates;continued for three years after the Date of Termination assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation in each of the three years is the sum of Executive's annual base salary and the maximum bonus pursuant to the Holding Company's annual incentive plans, and (B) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SERP as of the Date of Termination. (b) A lump sum payment for three years after the Executive's Date of any bonus that has been earned from the Company but which remains unpaid Termination, or such longer period as of Executive’s termination of employment; (c) A lump sum payment of one and one-half times Executive’s annual base salary at the rate in effect on the date of Executive’s termination of employment; (d) Reasonable outplacement services may be provided by the firm selected by terms of the appropriate plan, program, practice or policy, the Holding Company shall continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies of the Holding Company if the Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the cost of which will be paid by the CompanyHolding Company and its affiliated companies and their families; provided, however, that if the Company’s obligation Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under this subsection an other employer-provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three years after the Date of Termination and to have retired on the last day of such period; (c) the Holding Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in his reasonable discretion; and (d) will not exceed $15,000; (e) A lump sum reimbursement for any expenses Executive incurred on behalf of the Company prior to termination of employment to the extent that such expenses are reimbursable under not theretofore paid or provided, the Company’s standard reimbursement policies but have not been reimbursed as of Executive’s termination of employment; (f) Continued participation in Holding Company shall timely pay or provide to the “employee welfare benefit plans” (as defined in Section 3(1) of Executive any other amounts or benefits required to be paid or provided or which the Employee Retirement Income Security Act of 1974, as amended) in which Executive participates immediately prior to Executive’s date of termination on such terms as are then in effect for eighteen months following the termination of Executive’s employment with the Company and payment by the Company of the entire cost or premium for continued coverage pursuant to Section 4980B of the Code in the Company health plan for a period of eighteen months following Executive’s termination (or such lesser period that Executive is entitled to such continued coverage). In the event that the continued coverage of Executive in receive under any such employee welfare benefit plan plan, program, policy or the Company health plan is barred by its terms, the Company shall pay Executive, for the eighteen months following Executive’s termination (practice or the remainder contract or agreement of the eighteen month period in which continued coverage is barred) or for such lesser period during which Executive might have been entitled to such continued coverage, the cash equivalent of the portion of the insurance premium charged to the Holding Company for Executive’s participation in such employee welfare benefit plan(s) and/or the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination plus an additional amount such that after payment of the income and employment tax liability on such payment, Executive retains an amount equal to the portion of the insurance premium charged to the Company for Executive’s participation in such employee welfare benefit plan(s) and the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination of employmentits affiliated companies. (g) All stock options and any other stock-based awards outstanding immediately prior to Executive’s termination of employment shall immediately vest and become exercisable by Executive for the remainder of the term provided for in the agreement evidencing the stock option or award in which such options or other stock-based awards were granted. Except as provided in Section 20, Termination Benefits payable in a lump sum shall be payable within ten days of Executive’s termination of employment in accordance with Section 3 and the other Termination Benefits shall be paid as described above. The payment of the Termination Benefits shall be reduced by amounts required to be withheld for applicable income and employment taxes.

Termination Benefits. (i) Upon a termination the expiration of Executive’s employment the Term, the rights and benefits of Executive under Company's employee benefit plans and programs shall be determined in accordance with Section 3, Executive shall be entitled to receive the following Termination Benefits:provisions of such plans and programs. (aii) A lump sum payment of any accrued but unpaid salary from the Company through the date Executive’s employment terminates; (b) A lump sum payment of any bonus that has been earned from the Company but which remains unpaid as of Executive’s termination of employment; (c) A lump sum payment of one and one-half times Executive’s annual base salary at the rate in effect on the date of Executive’s termination of employment; (d) Reasonable outplacement services provided by the firm selected by Executive, the cost of which will be paid by the Company; provided, however, that the Company’s obligation under this subsection (d) will not exceed $15,000; (e) A lump sum reimbursement for any expenses Executive incurred on behalf of the Company prior to termination of employment to the extent that such expenses are reimbursable under the Company’s standard reimbursement policies but have not been reimbursed as of Executive’s termination of employment; (f) Continued participation in the “employee welfare benefit plans” (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) in which Executive participates immediately prior to Executive’s date of termination on such terms as are then in effect for eighteen months following Upon the termination of Executive’s 's employment during the Term by Company other than for Executive's death, "cause" or "disability", or upon the termination of Executive's employment by Executive with the Company and payment by the Company of the entire cost or premium for continued coverage pursuant to Section 4980B of the Code in the Company health plan for a period of eighteen months following Executive’s termination (or such lesser period that Executive is entitled to such continued coverage). In the event that the continued coverage of Executive in any such employee welfare benefit plan or the Company health plan is barred by its terms"good reason", the Company shall pay to Executive, for in addition to any and all amounts which may otherwise be due to Executive hereunder, either, at the eighteen months following Executive’s termination (or the remainder option of the eighteen month period in which continued coverage is barredExecutive, (A) or for such lesser period during which Executive might have been entitled to such continued coverage, the cash equivalent of the portion of the insurance premium charged to the Company for Executive’s participation in such employee welfare benefit plan(s) and/or the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination plus an additional amount such that after payment of the income and employment tax liability on such payment, Executive retains an amount equal to the portion two [2] times Executive's then annual Base Salary, or (B) such number of shares of Common Stock of the insurance premium charged Company equal to the Company quotient of (x) one and two [2] times Executive's then annual Base Salary divided by (y) the average closing price of the Company's Common Stock for Executive’s participation in the three (3) consecutive trading days immediately preceding such employee welfare benefit plan(s) and the entire premium for continued coverage termination date; provided, in the Company’s health plan prior event the aggregate amount of current assets of the Company and its subsidiaries as of the date of termination is less than $1,000,000, Company shall pay to Executive’s termination , in addition to any and all amounts which may otherwise be due to Executive hereunder, either, at the option of employment. the Company, (gA) All stock options an amount equal to two [2] times Executive's then annual Base Salary, or (B) (a) an amount equal to one [1] times Executive's then annual Base Salary and any other stock-based awards outstanding immediately prior (b) such number of shares of Common Stock of the Company equal to the quotient of (x) one [1]) times Executive’s termination 's then annual Base Salary divided by (y) the average closing price of employment shall immediately vest and become exercisable by Executive the Company's Common Stock for the remainder three (3) consecutive trading days immediately preceding such termination date. Any cash payments to Executive under this Section 5(e)(iii) shall be made within ninety (90) days of the term provided for in the agreement evidencing the stock option or award in which such options or other stock-based awards were grantedtermination date. Except as provided in Shares issued to Executive pursuant to this Section 20, Termination Benefits payable in a lump sum 5(e)(iii) shall be payable delivered within ten thirty [30] days of Executive’s the termination date. No fractional shares of employment in accordance with Section 3 and the other Termination Benefits Common Stock shall be paid as described above. The payment issued under this Section 5(e)(iii); instead the Company shall round such fraction of a share of Common Stock up or down to the Termination Benefits shall be reduced by amounts required to be withheld for applicable income and employment taxesnearest whole number.

Termination Benefits. Upon a termination of Executive’s 's employment in accordance with Section 3, Executive shall be entitled to receive the following Termination Benefits: (a) A lump sum payment of any accrued but unpaid salary from the Company through the date Executive’s 's employment terminates; (b) A lump sum payment of any bonus that has been earned from the Company but which remains unpaid as of Executive’s 's termination of employment; (c) A lump sum Reimbursement for any expenses Executive incurred on behalf of the Company prior to termination of employment to the extent that such expenses are reimbursable under the Company's standard reimbursement policies but have not been reimbursed as of Executive's termination of employment; (d) Continued payment of Executive's base salary, for one and one-half times year following Executive’s annual base salary 's termination, at the rate in effect on the date of Executive’s 's termination of employmentemployment or, if greater, at the rate in effect on the Control Change Date (such payments to be made in accordance with the Company's payroll practices); (de) Reasonable outplacement A lump sum payment equal to one times the average bonus paid to the Executive for the three year period prior to the Executive's termination; (f) Outplacement services provided by the firm selected by Executive, the cost of which will be paid by the Company; provided, however, that the Company’s 's obligation under this subsection (de) will not exceed $15,000; (e) A lump sum reimbursement for any expenses Executive incurred on behalf of the Company prior to termination of employment to the extent that such expenses are reimbursable under the Company’s standard reimbursement policies but have not been reimbursed as of Executive’s termination of employment; (fg) Continued participation in the “"employee welfare benefit plans” " (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) in which Executive participates immediately prior to Executive’s 's date of termination on such terms as are then in effect for eighteen months one year following the termination of Executive’s 's employment with the Company and payment by the Company of the entire cost or premium for continued coverage pursuant to Section 4980B of the Code in the Company health plan for a period of eighteen months following Executive’s termination (or such lesser period that Executive is entitled to such continued coverage)Company. In the event that the continued coverage of Executive in any such employee welfare benefit plan or the Company health plan is barred by its terms, the Company shall pay Executive, for the eighteen months one year following Executive’s termination (or the remainder of the eighteen month period in which continued coverage is barred) or for such lesser period during which Executive might have been entitled to such continued coverage's termination, the cash equivalent of the portion of the insurance premium charged to the Company for Executive’s 's participation in such employee welfare benefit plan(s) and/or the entire premium for continued coverage in the Company’s health plan prior to Executive’s 's termination plus an additional amount such that after payment of the income and employment tax liability on such payment, Executive retains an amount equal to the portion of the insurance premium charged to the Company for Executive’s 's participation in such employee welfare benefit plan(splans prior to Executive's termination. (h) and Payment by the entire Company of the cost or premium for continued coverage in the Company’s Company health plan prior to for a period of one year following Executive’s termination of employment's termination. (gi) All stock options and any other stock-based awards outstanding immediately prior to Executive’s 's termination of employment shall immediately vest and become exercisable by Executive for the remainder of the term provided for in the agreement evidencing the stock option or award in which such options or other stock-based awards were granted. Except as provided in Section 20, Termination Benefits payable in a lump sum shall be payable within ten days of Executive’s termination of employment in accordance with Section 3 and the other Termination Benefits shall be paid as described above. The payment of the Termination Benefits shall be reduced by amounts required to be withheld for applicable income and employment taxes.

Termination Benefits. Upon In consideration of Executive’s change in title and continued employment, the Company agrees that if it terminates the Executive’s employment for any reason or if the Executive terminates his employment as provided for in Section 2e hereof, and, as of the 45 day following his termination, the Executive has executed a form of Severance Agreement and General Release acceptable in form and substance to the Company (the “Release”), any applicable revocation period has expired and Executive has not revoked the Release during such revocation period, then such termination shall be considered Executive’s “retirement” and: a. Executive shall be paid a lump sum payment equal to the greater of: (i) (A) the product of eighteen (18) times his Base Monthly Salary, plus (B) the average cash incentive compensation paid to the Executive during the most recent three years immediately preceding the termination date for which such incentive compensation was paid; or (ii) the same calculation in (i) above, however, the date in (B) shall not be the termination date but October 20, 2014. The greater of the calculations ((i) or (ii) above) is referred to herein as the “Severance Payment.” Subject to Section 2d below, such payment shall be made within sixty (60) days after Executive’s termination date. b. In the event that the Company is obligated to pay the Executive the Severance Payment, in addition to such payment the Company shall reimburse Executive for the costs of the premiums for the continuation of the Executive’s health and welfare benefits under the Company’s group health plan under COBRA for up to twelve (12) months (the “COBRA Benefit”), provided that no reimbursement shall be paid unless and until Executive submits proof of payment acceptable to the Company within 90 days after Executive incurs such expense. Any reimbursements of the COBRA premium that are taxable to the Executive shall be made on or before the last day of the year following the year in which the COBRA premium was incurred, the amount of the COBRA premium eligible for reimbursement during one year shall not affect the amount of COBRA premium eligible for reimbursement in any other year, and the right to reimbursement shall not be subject to liquidation or exchange for another benefit. If the Executive becomes employed by a third party and is entitled to comparable health and welfare benefits then the Company is entitled to discontinue the COBRA Benefit. c. All payments due hereunder shall be subject to withholding for applicable federal, state and local income and employment related taxes. In the event of any termination of the Executive’s employment with the Company, the Executive shall continue to be bound by the Confidentiality, Non-Solicitation, and Covenant Not to Compete Agreement signed by Executive and effective May 15, 2006, a copy of which is attached hereto as Exhibit B (the “Confidentiality Agreement”) for the periods set forth therein. No termination benefits will be paid if the Executive resigns or terminates his employment for any reason other than as set forth in Section 2e. d. Notwithstanding anything herein to the contrary, if at the time of Executive’s termination of employment with the Company, Executive is a “specified employee” within the meaning of Code Section 409A and the regulations promulgated thereunder, then the Company shall delay the commencement of such payments (without any reduction) by a period of six (6) months after Executive’s termination of employment. Any payments that would have been paid during such six (6) month period but for the provisions of the preceding sentence shall be paid in a lump sum to Executive six (6) months and one (1) day after Executive’s termination of employment. The 6-month payment delay requirements of this Section 2d shall apply only to the extent that the payments under this Section 2 are subject to Code Section 409A. With respect to payments or benefits under this Agreement that are subject to Code Section 409A, whether Executive has had a termination of Executive’s employment shall be determined in accordance with Code Section 3409A and applicable guidance issued thereunder. e. Subject to the terms and conditions set forth in Section 2a above, the Executive shall be entitled to receive the following Termination Benefits: Severance Payment and the COBRA Benefit if he terminates his employment with the Company (ai) A lump sum payment because the Executive suffers a reduction in his annual base salary; (ii) if the Company modifies the Executive’s overall compensation plan in a manner that materially reduces the Executive’s earning potential; (iii) if the Company relocates its principal place of any accrued but unpaid salary business more than 50 miles from the Company through the date Executive’s employment terminates; current residence; or (biv) A lump sum payment of any bonus that has been earned from in the Company but which remains unpaid as event of Executive’s termination death or disability (which in the opinion of employment; (c) A lump sum payment of one and one-half times Executive’s annual base salary at the rate in effect on the date of Executive’s termination of employment; (d) Reasonable outplacement a physician designated by PDI permanently prevents Executive from being able to render services provided by the firm selected by Executive, the cost of which will be paid by the Companyto PDI); provided, however, that the Company’s obligation under this subsection with respect to items (di) will not exceed $15,000; and (eii) A lump sum reimbursement for any expenses Executive incurred on behalf above, within thirty (30) days of the Company prior to termination of employment to the extent that such expenses are reimbursable under the Company’s standard reimbursement policies but have not been reimbursed as of Executive’s termination of employment; (f) Continued participation in the “employee welfare benefit plans” (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) in which Executive participates immediately prior to Executive’s date of termination on such terms as are then in effect for eighteen months following the termination of Executive’s employment with the Company and payment written notice by the Company of the entire cost or premium for continued coverage pursuant to Section 4980B of the Code in the Company health plan for a period of eighteen months following Executive’s termination (or such lesser period that Executive is entitled to such continued coverage). In the event that the continued coverage of Executive in any such employee welfare benefit plan or the Company health plan is barred by its terms, the Company shall pay Executivehas not cured, for the eighteen months following Executive’s termination (or the remainder of the eighteen month period in which continued coverage is barred) or for commenced to cure, such lesser period during which Executive might have been entitled to such continued coverage, the cash equivalent of the portion of the insurance premium charged to the Company for Executive’s participation in such employee welfare benefit plan(s) and/or the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination plus an additional amount such that after payment of the income and employment tax liability on such payment, Executive retains an amount equal to the portion of the insurance premium charged to the Company for Executive’s participation in such employee welfare benefit plan(s) and the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination of employmentreduction. (g) All stock options and any other stock-based awards outstanding immediately prior to Executive’s termination of employment shall immediately vest and become exercisable by Executive for the remainder of the term provided for in the agreement evidencing the stock option or award in which such options or other stock-based awards were granted. Except as provided in Section 20, Termination Benefits payable in a lump sum shall be payable within ten days of Executive’s termination of employment in accordance with Section 3 and the other Termination Benefits shall be paid as described above. The payment of the Termination Benefits shall be reduced by amounts required to be withheld for applicable income and employment taxes.

Termination Benefits. Upon a termination of Executive’s employment in accordance with Section 3, Executive shall be entitled to receive the following Termination Benefits: (a) A lump Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by termination of the Executive's employment due to: (1) Executive's dismissal or (2) Executive's voluntary termination pursuant to Section 2(a), unless such termination is due to Termination for Cause, the Association 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, a sum equal to ________ (_____) times Executive's average annual compensation for the five most recent taxable years that Executive has been employed by the Association or such lesser number of years in the event that Executive shall have been employed by the Association 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 accrued but unpaid salary from expense items without accountability or business purpose or that do not meet the Company through the date Executive’s employment terminates; (b) A lump sum payment of any bonus that has been earned from the Company but which remains unpaid as of Executive’s termination of employment; (c) A lump sum payment of one and one-half times Executive’s annual base salary at the rate in effect on the date of Executive’s termination of employment; (d) Reasonable outplacement services provided Internal Revenue Service requirements for deductibility by the firm selected by Executive, the cost of which will be paid by the CompanyAssociation; provided, provided however, that the Company’s obligation any payment under this provision and subsection (d3(b) will below shall not exceed $15,000; three (e3) A lump sum reimbursement for any expenses Executive incurred on behalf times the Executive's average annual compensation. At the election of the Company Executive, which election is to be made prior to termination of employment to the extent that a Change in Control, such expenses are reimbursable under the Company’s standard reimbursement policies but have not been reimbursed as of Executive’s termination of employment; (f) Continued participation payment shall be made in the “employee welfare benefit plans” (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) in which Executive participates immediately prior to Executive’s date of termination on such terms as are then in effect for eighteen months following the termination of Executive’s employment with the Company and payment by the Company of the entire cost or premium for continued coverage pursuant to Section 4980B of the Code in the Company health plan for a period of eighteen months following Executive’s termination (or such lesser period that Executive is entitled to such continued coverage)lump sum. In the event that no election is made, payment to Executive will be made on a monthly basis in approximately equal installments during the continued coverage remaining term of Executive this Agreement. (b) Upon the occurrence of a Change in any such employee welfare benefit plan Control of the Association or the Holding Company health plan is barred followed at any time during the term of this Agreement by its termsExecutive's voluntary or involuntary termination of employment, other than for Termination for Cause, the Association shall cause to be continued life, medical and disability coverage substantially identical to the coverage maintained by the Association or Holding Company for Executive prior to his severance, except to the extent such coverage may be changed in its application to all Association or Holding Company employees on a nondiscriminatory basis. Such coverage and payments shall pay Executivecease upon the expiration of __________ (__) full calendar months from the Date of Termination. (c) Notwithstanding the preceding paragraphs of this Section 3, for in no event shall the eighteen months following Executive’s termination aggregate payments or benefits to be made or afforded to Executive under said paragraphs (or the remainder "Termination Benefits") constitute an "excess parachute payment" under Section 280G of the eighteen month period Code or any successor thereto, and in which continued coverage is barred) or for order to avoid such lesser period during which Executive might have been entitled a result Termination Benefits will be reduced, if necessary, to such continued coveragean amount (the "Non-Triggering Amount"), the cash equivalent value of the portion of the insurance premium charged to the Company for Executive’s participation in such employee welfare benefit plan(swhich is one dollar ($1.00) and/or the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination plus an additional amount such that after payment of the income and employment tax liability on such payment, Executive retains less than an amount equal to the portion of the insurance premium charged to the Company for three (3) times Executive’s participation in such employee welfare benefit plan(s) and the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination of employment. (g) All stock options and any other stock-based awards outstanding immediately prior to Executive’s termination of employment shall immediately vest and become exercisable by Executive for the remainder of the term provided for in the agreement evidencing the stock option or award in which such options or other stock-based awards were granted. Except 's "base amount," as provided in Section 20, Termination Benefits payable in a lump sum shall be payable within ten days of Executive’s termination of employment determined in accordance with said Section 3 and 280G. The allocation of the other Termination Benefits shall be paid as described above. The payment of reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be reduced determined by amounts required to be withheld for applicable income and employment taxesExecutive.

Termination Benefits. Upon a termination of Executive’s employment in accordance with Section 3, Executive shall be entitled to receive the following Termination Benefits: (a) A lump Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by termination of the Executive's employment due to: (1) Executive's dismissal or (2) Executive's voluntary termination pursuant to Section 2(a), 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, a sum equal to three (3) 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, 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 accrued but unpaid salary from expense items without accountability or business purpose or that do not meet the Company through the date Executive’s employment terminates; (b) A lump sum payment of any bonus that has been earned from the Company but which remains unpaid as of Executive’s termination of employment; (c) A lump sum payment of one and one-half times Executive’s annual base salary at the rate in effect on the date of Executive’s termination of employment; (d) Reasonable outplacement services provided Internal Revenue Service requirements for deductibility by the firm selected by Executive, the cost of which will be paid by the CompanyBank; provided, provided however, that the Company’s obligation any -------- ------- payment under this provision and subsection (d3(b) will below shall not exceed $15,000; three (e3) A lump sum reimbursement for any expenses Executive incurred on behalf times the Executive's average annual compensation. At the election of the Company Executive, which election is to be made prior to termination of employment to the extent that a Change in Control, such expenses are reimbursable under the Company’s standard reimbursement policies but have not been reimbursed as of Executive’s termination of employment; (f) Continued participation payment shall be made in the “employee welfare benefit plans” (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) in which Executive participates immediately prior to Executive’s date of termination on such terms as are then in effect for eighteen months following the termination of Executive’s employment with the Company and payment by the Company of the entire cost or premium for continued coverage pursuant to Section 4980B of the Code in the Company health plan for a period of eighteen months following Executive’s termination (or such lesser period that Executive is entitled to such continued coverage)lump sum. In the event that no election is made, payment to Executive will be made on a monthly basis in approximately equal installments during the continued coverage remaining term of Executive this Agreement. (b) Upon the occurrence of a Change in any such employee welfare benefit plan Control of the Bank or the Holding Company health plan is barred followed at any time during the term of this Agreement by its termsExecutive's voluntary or involuntary termination of employment, other than for Termination for Cause, the Bank shall cause to be continued life, 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 pay Executivecease upon the expiration of thirty-six (36) full calendar months from the Date of Termination. (c) Notwithstanding the preceding paragraphs of this Section 3, for in no event shall the eighteen months following Executive’s termination aggregate payments or benefits to be made or afforded to Executive under said paragraphs (or the remainder "Termination Benefits") constitute an "excess parachute payment" under Section 280G of the eighteen month period Code or any successor thereto, and in which continued coverage is barred) or for order to avoid such lesser period during which Executive might have been entitled a result Termination Benefits will be reduced, if necessary, to such continued coveragean amount (the "Non-Triggering Amount"), the cash equivalent value of the portion of the insurance premium charged to the Company for Executive’s participation in such employee welfare benefit plan(swhich is one dollar ($1.00) and/or the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination plus an additional amount such that after payment of the income and employment tax liability on such payment, Executive retains less than an amount equal to the portion of the insurance premium charged to the Company for three (3) times Executive’s participation in such employee welfare benefit plan(s) and the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination of employment. (g) All stock options and any other stock-based awards outstanding immediately prior to Executive’s termination of employment shall immediately vest and become exercisable by Executive for the remainder of the term provided for in the agreement evidencing the stock option or award in which such options or other stock-based awards were granted. Except 's "base amount," as provided in Section 20, Termination Benefits payable in a lump sum shall be payable within ten days of Executive’s termination of employment determined in accordance with said Section 3 and 280G. The allocation of the other Termination Benefits shall be paid as described above. The payment of reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be reduced determined by amounts required to be withheld for applicable income and employment taxesExecutive.

Termination Benefits. Upon In the event of a termination of Executive’s employment the -------------------- Executive during the Employment Period, the Employer shall provide or shall cause one or more of its affiliates to provide, and the Executive shall, upon execution of a Release and Severance Agreement in accordance with Section 3the form attached hereto as Appendix A, Executive shall be entitled to receive the following Termination Benefitsfollowing: (a) A lump sum payment of any accrued but unpaid The Executive shall, notwithstanding such termination, be entitled to continue to receive salary payments for thirty-six (36) months from the Company through date of termination (which thirty-six month period shall be treated hereunder as a continuation of Employment Period) based on the date Executive’s employment terminates;rate of annual salary equal to the average annual salary received by the Executive during the five calendar years immediately preceding the calendar year in which the Effective Date of this Agreement occurs (the "Averaging Period"), provided that the payments pursuant to this Paragraph 7(a) shall be subject to reduction in accordance with Paragraph 8(a). (b) A lump sum The Executive shall receive a bonus payment with respect to each calendar year ending within such thirty-six month period equal to the average annual bonus payments received by the Executive during the Averaging Period. The bonus payment for each calendar year shall be made within 30 days of any the end of the calendar year to which such bonus that has been earned from the Company but which remains unpaid as of Executive’s termination of employment;relates. The bonus payments described in this Paragraph 7(b) shall be subject to reduction in accordance with Paragraph 8(a). (c) A lump sum payment Payment of one and one-half times Executive’s annual base salary at all accrued but deferred bonuses as of the rate in effect on Effective Date of this Agreement, or if later, the date of Executive’s termination of employment;termination, which payments shall be made in installments on such dates and in such amounts as such bonuses would have been paid notwithstanding such termination. (d) Reasonable outplacement services provided by The Executive (and, if applicable, Executive's dependents) shall be entitled to maintain group medical and dental coverage under the firm selected by Executivecontinuation coverage provisions of such plans ("COBRA Coverage"), which entitlement shall, notwithstanding any other provisions of the cost group plan to the contrary, be subject to termination only in the event of which will be paid by the Company; failure of the Executive or the dependent to timely pay the appropriate premium for such coverage, provided, however, that the Company’s obligation under this subsection Employer shall pay on behalf of the Executive (dand, if applicable, the Executive's dependents) will not exceed $15,000;the appropriate premium for the first 36 months of such coverage, and, provided further that such coverage shall be secondary to any group coverage (including Medicare or any government-sponsored or mandated program) subsequently obtained or covering the Executive or dependent. (e) A lump sum reimbursement for any expenses Executive incurred on behalf From and after the date of a termination until full satisfaction of the Company prior obligations of the Employer hereunder and under the plans, programs and arrangements referred to termination of herein and under any other agreement with respect to which Employer may be obligated to make post-employment payments to the extent that such expenses are reimbursable under Executive, the Company’s standard reimbursement policies but have not been reimbursed as of Executive’s termination of employment; (f) Continued participation Employer shall maintain a grantor trust in form and substance reasonably acceptable to Executive to assist the Employer in the “employee welfare benefit plans” (as defined discharge of its obligations hereunder and under any other nonqualified, deferred compensation plan maintained by the Employer under which Executive has an interest. The Employer shall deposit assets and make contributions into the grantor trust in Section 3(1) amounts necessary to maintain the assets of the Employee Retirement Income Security Act of 1974, as amended) in which Executive participates immediately prior to Executive’s date of termination on such terms as are then in effect for eighteen months following the termination of Executive’s employment with the Company and payment by the Company of the entire cost or premium for continued coverage pursuant to Section 4980B of the Code in the Company health plan for grantor trust at a period of eighteen months following Executive’s termination (or such lesser period that Executive is entitled to such continued coverage). In the event that the continued coverage of Executive in any such employee welfare benefit plan or the Company health plan is barred by its terms, the Company shall pay Executive, for the eighteen months following Executive’s termination (or the remainder of the eighteen month period in which continued coverage is barred) or for such lesser period during which Executive might have been entitled to such continued coverage, the cash equivalent of the portion of the insurance premium charged to the Company for Executive’s participation in such employee welfare benefit plan(s) and/or the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination plus an additional amount such that after payment of the income and employment tax liability on such payment, Executive retains an amount level equal to the portion present value of the insurance premium charged obligations of the Employer to the Company for Executive’s participation in such employee welfare benefit plan(s) and the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination of employment. (g) All stock options Executive under this Agreement and any other stock-based awards outstanding immediately prior to Executive’s termination of employment shall immediately vest and become exercisable by Executive for the remainder of the term provided for in the agreement evidencing the stock option such plans, programs or award in which such options or other stock-based awards were grantedarrangements. Except as provided in Section 20, Termination Benefits payable in a lump sum shall be payable within ten days of Executive’s termination of employment in accordance with Section 3 and the other Termination Benefits Such amounts due shall be paid as described above. The payment of from the Termination Benefits grantor trust or by the Employer directly, in which case the Employer shall be reduced by amounts required entitled to be withheld for applicable income and employment taxesreimbursement form the grantor trust.

Termination Benefits. Upon a termination of Executive’s employment in accordance with Section 3, Executive shall be entitled to receive the following Termination Benefits: (a) A lump Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by termination of the Executive's employment due to: (1) Executive's dismissal or (2) Executive's voluntary termination pursuant to Section 2(a), 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, a sum equal to [one/two/three (1/2/3)] 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 accrued but unpaid salary from expense items without accountability or business purpose or that do not meet the Company through the date Executive’s employment terminates; (b) A lump sum payment of any bonus that has been earned from the Company but which remains unpaid as of Executive’s termination of employment; (c) A lump sum payment of one and one-half times Executive’s annual base salary at the rate in effect on the date of Executive’s termination of employment; (d) Reasonable outplacement services provided Internal Revenue Service requirements for deductibility by the firm selected by Executive, the cost of which will be paid by the CompanyBank; provided, provided however, that the Company’s obligation any payment under this provision and subsection (d3(b) will -------- ------- below shall not exceed $15,000; [one/two/three (e) A lump sum reimbursement for any expenses Executive incurred on behalf 1/2/3)] times the Executive's average annual compensation. At the election of the Company Executive, which election is to be made prior to termination of employment to the extent that a Change in Control, such expenses are reimbursable under the Company’s standard reimbursement policies but have not been reimbursed as of Executive’s termination of employment; (f) Continued participation payment shall be made in the “employee welfare benefit plans” (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) in which Executive participates immediately prior to Executive’s date of termination on such terms as are then in effect for eighteen months following the termination of Executive’s employment with the Company and payment by the Company of the entire cost or premium for continued coverage pursuant to Section 4980B of the Code in the Company health plan for a period of eighteen months following Executive’s termination (or such lesser period that Executive is entitled to such continued coverage)lump sum. In the event that no election is made, payment to Executive will be made on a monthly basis in approximately equal installments during the continued coverage remaining term of Executive this Agreement. (b) Upon the occurrence of a Change in any such employee welfare benefit plan Control of the Bank or the Holding Company health plan is barred followed at any time during the term of this Agreement by its termsExecutive's voluntary or involuntary termination of employment, other than for Termination for Cause, the Bank shall cause to be continued life, 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 pay Executivecease upon the expiration of [twelve/twenty-four/thirty-six (12/24/36)] full calendar months from the Date of Termination. (c) Notwithstanding the preceding paragraphs of this Section 3, for in no event shall the eighteen months following Executive’s termination aggregate payments or benefits to be made or afforded to Executive under said paragraphs (or the remainder "Termination Benefits") constitute an "excess parachute payment" under Section 280G of the eighteen month period Code or any successor thereto, and in which continued coverage is barred) or for order to avoid such lesser period during which Executive might have been entitled a result Termination Benefits will be reduced, if necessary, to such continued coveragean amount (the "Non-Triggering Amount"), the cash equivalent value of the portion of the insurance premium charged to the Company for Executive’s participation in such employee welfare benefit plan(swhich is one dollar ($1.00) and/or the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination plus an additional amount such that after payment of the income and employment tax liability on such payment, Executive retains less than an amount equal to the portion of the insurance premium charged to the Company for three (3) times Executive’s participation in such employee welfare benefit plan(s) and the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination of employment. (g) All stock options and any other stock-based awards outstanding immediately prior to Executive’s termination of employment shall immediately vest and become exercisable by Executive for the remainder of the term provided for in the agreement evidencing the stock option or award in which such options or other stock-based awards were granted. Except 's "base amount," as provided in Section 20, Termination Benefits payable in a lump sum shall be payable within ten days of Executive’s termination of employment determined in accordance with said Section 3 and 280G. The allocation of the other Termination Benefits shall be paid as described above. The payment of reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be reduced determined by amounts required to be withheld for applicable income and employment taxesExecutive.

Termination Benefits. Upon a termination of Executive’s employment in accordance with Section 3, Executive shall be entitled to receive the following Termination Benefits: (a) A lump Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by termination of the Executive's employment due to: (1) Executive's dismissal or (2) Executive's voluntary termination pursuant to Section 2(a), 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, a sum equal to_________(____) 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 accrued but unpaid salary from expense items without accountability or business purpose or that do not meet the Company through the date Executive’s employment terminates; (b) A lump sum payment of any bonus that has been earned from the Company but which remains unpaid as of Executive’s termination of employment; (c) A lump sum payment of one and one-half times Executive’s annual base salary at the rate in effect on the date of Executive’s termination of employment; (d) Reasonable outplacement services provided Internal Revenue Service requirements for deductibility by the firm selected by Executive, the cost of which will be paid by the CompanyHolding Company or its subsidiaries; provided, provided however, that the Company’s obligation any payment under this provision and -------- ------- subsection (d3(b) will below shall not exceed $15,000; three (e3) A lump sum reimbursement for any expenses Executive incurred on behalf times the Executive's average annual compensation. At the election of the Company Executive, which election is to be made prior to termination of employment to the extent that a Change in Control, such expenses are reimbursable under the Company’s standard reimbursement policies but have not been reimbursed as of Executive’s termination of employment; (f) Continued participation payment shall be made in the “employee welfare benefit plans” (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) in which Executive participates immediately prior to Executive’s date of termination on such terms as are then in effect for eighteen months following the termination of Executive’s employment with the Company and payment by the Company of the entire cost or premium for continued coverage pursuant to Section 4980B of the Code in the Company health plan for a period of eighteen months following Executive’s termination (or such lesser period that Executive is entitled to such continued coverage)lump sum. In the event that no election is made, payment to Executive will be made on a monthly basis in approximately equal installments during the continued coverage remaining term of Executive this Agreement. (b) Upon the occurrence of a Change in any such employee welfare benefit plan Control of the Bank or the Holding Company health plan is barred followed at any time during the term of this Agreement by its termsExecutive's voluntary or involuntary termination of employment, other than for Termination for Cause, the Holding Company or its subsidiaries shall pay Executivecause to be continued life, 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 eighteen extent such coverage may be changed in its application to all Bank or Holding Company employees on a nondiscriminatory basis. Such coverage and payments shall cease upon the expiration of__________(____) full calendar months following Executive’s termination from the Date of Termination. (c) Notwithstanding the preceding paragraphs of this Section 3, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the remainder "Termination Benefits") constitute an "excess parachute payment" under Section 280G of the eighteen month period Code or any successor thereto, and in which continued coverage is barred) or for order to avoid such lesser period during which Executive might have been entitled a result Termination Benefits will be reduced, if necessary, to such continued coveragean amount (the "Non-Triggering Amount"), the cash equivalent value of the portion of the insurance premium charged to the Company for Executive’s participation in such employee welfare benefit plan(swhich is one dollar ($1.00) and/or the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination plus an additional amount such that after payment of the income and employment tax liability on such payment, Executive retains less than an amount equal to the portion of the insurance premium charged to the Company for three (3) times Executive’s participation in such employee welfare benefit plan(s) and the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination of employment. (g) All stock options and any other stock-based awards outstanding immediately prior to Executive’s termination of employment shall immediately vest and become exercisable by Executive for the remainder of the term provided for in the agreement evidencing the stock option or award in which such options or other stock-based awards were granted. Except 's "base amount," as provided in Section 20, Termination Benefits payable in a lump sum shall be payable within ten days of Executive’s termination of employment determined in accordance with said Section 3 and 280G. The allocation of the other Termination Benefits shall be paid as described above. The payment of reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be reduced determined by amounts required to be withheld for applicable income and employment taxesExecutive.

Termination Benefits. Upon In the event of a termination of Executive’s employment in accordance with Section 3the Executive during the Employment Period, the Employer shall provide and the Executive shall be entitled to receive the following benefits (the "Termination Benefits") upon execution by Executive of a release, in substantially the form attached hereto as Exhibit A, of all claims (other than claims for benefits granted under this Agreement) against Employer, the Resulting Entity and their affiliates and successors: (a) A lump sum payment of any accrued but unpaid The Executive shall, notwithstanding his or her termination, be entitled to receive salary payments and director's fees from the Company through date of his termination and continuing until the [first/second] anniversary of said termination date Executive’s employment terminates;(the "Salary Continuation Period"); which period shall be treated hereunder as a continuation of the Employment Period. These sums shall be paid at the greater of the rate required by Paragraph 4(a) and that in effect immediately prior to termination. (b) A lump sum In addition to the payments under (a) above, the Executive shall receive a bonus payment with respect to each calendar year ending during Salary Continuation Period equal to the annual cash bonus paid (including, for this purpose, bonus amounts declared but deferred pursuant to the Executive's election) during the year immediately preceding the Effective Date of any the Agreement, or if greater, the date of termination, plus a pro rata payment for the calendar year in which such Salary Continuation Period ends based on such average annual cash bonus. The bonus that has payments for each calendar year shall be made at such times and in such manner as they would have been earned from paid had the Company but which remains unpaid as of Executive’s termination of employment;'s employment not been terminated. (c) A lump sum payment Upon the expiration of one the Employment Period, including, without limitation the Salary Continuation Period, the Executive (and, if applicable, his or her dependents) shall be entitled to maintain group medical and one-half times Executive’s annual base salary at dental coverage under the rate continuation coverage provisions of such plans ("COBRA Coverage"), which entitlement shall, notwithstanding any other provisions of the group plan to the contrary, be subject to termination only in effect the event of the failure of the Executive or the dependent to timely pay the appropriate premium for such coverage (which, in this case, shall be the premium that would be paid on the date of Executive’s termination of employment; (d) Reasonable outplacement services provided same cost-sharing basis as if the Executive continued to be actively employed by the firm selected by ExecutiveEmployer), the cost of which will be paid by the Company; provided, however, that the Company’s obligation under this subsection (d) will not exceed $15,000; (e) A lump sum reimbursement for any expenses Executive incurred on behalf of the Company prior to termination of employment to the extent provided that such expenses are reimbursable under the Company’s standard reimbursement policies but have not been reimbursed as of Executive’s termination of employment; (f) Continued participation in the “employee welfare benefit plans” (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) in which Executive participates immediately prior to Executive’s date of termination on such terms as are then in effect for eighteen months following the termination of Executive’s employment with the Company and payment by the Company of the entire cost or premium for continued coverage pursuant to Section 4980B of the Code in the Company health plan for a period of eighteen months following Executive’s termination (or such lesser period that Executive is entitled to such continued coverage). In the event that the continued coverage of Executive in any such employee welfare benefit plan or the Company health plan is barred by its terms, the Company shall pay Executive, for the eighteen months following Executive’s termination (or the remainder of the eighteen month period in which continued coverage is barred) or for such lesser period during which Executive might have been entitled to such continued coverage, the cash equivalent of the portion of the insurance premium charged to the Company for Executive’s participation in such employee welfare benefit plan(s) and/or the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination plus an additional amount such that after payment of the income and employment tax liability on such payment, Executive retains an amount equal to the portion of the insurance premium charged to the Company for Executive’s participation in such employee welfare benefit plan(s) and the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination of employment. (g) All stock options and any other stock-based awards outstanding immediately prior to Executive’s termination of employment shall immediately vest and become exercisable by Executive for the remainder of the term provided for in the agreement evidencing the stock option or award in which such options or other stock-based awards were granted. Except as provided in Section 20, Termination Benefits payable in a lump sum shall be payable within ten days of Executive’s termination of employment in accordance with Section 3 and secondary to any group coverage (including Medicare or any government- sponsored or mandated program) subsequently obtained or covering the other Termination Benefits shall be paid as described above. The payment of the Termination Benefits shall be reduced by amounts required to be withheld for applicable income and employment taxesExecutive or dependent.

Termination Benefits. Upon In the event of a termination of Executive’s employment in accordance with Section 3the Executive during the Employment Period, the Employer shall provide and the Executive shall be entitled to receive the following benefits (the “Termination Benefits”) upon execution by Executive of a release, in substantially the form attached hereto as Exhibit A, of all claims (other than claims for benefits granted under this Agreement) against Employer, the Resulting Entity and their affiliates and successors: (a) A lump sum payment of any accrued but unpaid The Executive shall, notwithstanding his or her termination, be entitled to receive salary payments and director’s fees from the Company through date of his termination and continuing until the second anniversary of said termination date (the “Salary Continuation Period”) which period shall be treated hereunder as a continuation of the Employment Period. These sums shall be paid at the greater of the rate required by Paragraph 4(a) and that in effect immediately prior to termination. The schedule for the time of the salary payments will be the same schedule as the time for receiving salary payments during the period of the Executive’s employment terminates;employment. Similarly, the form of the payment shall be the same form as the Executive was receiving during the period of the Executive’s employment. The schedule for the time and the form of payment are fixed as provide herein and may not be modified by the Executive or the Employer without compliance with Section 409A of the Code. (b) A lump sum In addition to the payments under (a) above, the Executive shall receive a bonus payment with respect to each calendar year ending during Salary Continuation Period equal to the annual cash bonus paid (including, for this purpose, bonus amounts declared but deferred pursuant to the Executive’s election) during the year immediately preceding the Effective Date of any the Agreement (or if the annual bonus that has been earned from is greater, the Company but which remains unpaid as date of the Executive’s termination of employment; (c) A lump sum ), plus a pro rata payment of one for the calendar year in which such Salary Continuation Period ends based on the cash bonus amount for the prior calendar year. The bonus payments for each calendar year shall be made at such times and one-half times in such manner as they would have been paid had the Executive’s annual base salary at the rate in effect on the date of Executive’s termination of employment; (d) Reasonable outplacement services provided by the firm selected by Executive, the cost of which will be paid by the Companyemployment not been terminated; provided, however, that in no event will the Company’s obligation under this subsection bonus payment for a particular calendar year be paid later than the fifteenth (d15th) will not exceed $15,000;day of the third month following the end of the particular calendar year. (ec) A lump sum reimbursement for any expenses Executive incurred on behalf of the Company prior to termination of employment to the extent that such expenses are reimbursable under the Company’s standard reimbursement policies but have not been reimbursed as of Executive’s termination of employment; (f) Continued participation in the “employee welfare benefit plans” (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) in which Executive participates immediately prior to Executive’s date of termination on such terms as are then in effect for eighteen months following Upon the termination of the Executive’s employment with employment, the Company Executive (and, if applicable, his or her dependents) shall be entitled to maintain group medical and payment by the Company of the entire cost or premium for continued dental coverage pursuant to Section 4980B the continuation coverage provisions of such plans (“COBRA Coverage”), which entitlement shall be subject to termination in the event of the Code in failure of the Company health plan for a period of eighteen months following Executive’s termination (or such lesser period that Executive is entitled to such continued coverage). In the event that the continued coverage of Executive in any such employee welfare benefit plan or the Company health plan is barred by its terms, dependent to timely pay the Company shall pay Executive, for the eighteen months following Executive’s termination (or the remainder of the eighteen month period in which continued coverage is barred) or appropriate premium for such lesser period during which Executive might have been entitled to such continued coveragecoverage (which, the cash equivalent of the portion of the insurance premium charged to the Company for Executive’s participation in such employee welfare benefit plan(s) and/or the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination plus an additional amount such that after payment of the income and employment tax liability on such paymentthis case, Executive retains an amount equal to the portion of the insurance premium charged to the Company for Executive’s participation in such employee welfare benefit plan(s) and the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination of employment. (g) All stock options and any other stock-based awards outstanding immediately prior to Executive’s termination of employment shall immediately vest and become exercisable by Executive for the remainder of the term provided for in the agreement evidencing the stock option or award in which such options or other stock-based awards were granted. Except as provided in Section 20, Termination Benefits payable in a lump sum shall be payable within ten days of Executive’s termination of employment in accordance with Section 3 and the other Termination Benefits premium that would be paid on the same cost-sharing basis as if the Executive continued to be actively employed by the Employer), provided that such coverage shall be paid as described above. The payment of secondary to any group coverage (including Medicare or any government-sponsored or mandated program) subsequently obtained or covering the Termination Benefits shall be reduced by amounts required to be withheld for applicable income and employment taxesExecutive or dependent.

Termination Benefits. Upon a termination If you are terminated without Cause or resign for Good Reason, within five (5) days of Executive’s employment in accordance with Section 3the effective date of the Release (as defined below), Executive shall be entitled to receive the following Termination Benefits: (a) A you will receive a lump sum cash payment equal to (i) [xx] percent ([xx]%) of any accrued but unpaid salary from the Company through the date Executive’s employment terminates; (b) A lump sum payment of any bonus that has been earned from the Company but which remains unpaid as of Executive’s termination of employment; (c) A lump sum payment of one and one-half times Executive’s your annual base salary in effect immediately prior to the time of separation, (ii) [xx] percent ([xx]%) of the sum of your annual target bonus for the year in which separation occurs and (iii) [yyyy (y)] months of COBRA Benefits and (b)(i) any unvested cash payments and equity awards under any long-term incentive plan in effect at the rate date of separation shall ratably accelerate, vest and pay in effect proportion to the time lapsed during the vesting period, as increased by any adjustments and milestones earned by the time of payment and (ii) any accrued and unpaid dividends and interest on the then unvested equity awards shall vest and pay; provided that such payment and other benefit shall be contingent upon the Executive’s signing a release of all claims against PDL in a form acceptable to the Company (the “Release”), which must become effective and irrevocable no later than the sixtieth (60th) day following your “separation from service” within the meaning of Section 409A of the Code (as defined below) (the “Release Deadline”), and if not, you will forfeit any right to severance payments or benefits under this Agreement. If your separation from service occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which such separation from service occurs, then any severance payments or benefits under this Agreement that would be considered “deferred compensation” under Code Section 409A will be paid on the first payroll date to occur during the calendar year following the calendar year in which such termination occurs, or such later time as required by (i) the date the Release becomes effective, or (ii) Article 3 below; provided that the first payment shall include all amounts that would have been paid to you if payment had commenced on the date of your separation from service. Nothing in this agreement shall limit the Executive’s termination of employment; (d) Reasonable outplacement services provided by the firm selected by Executive, the cost of which will be paid by the Company; provided, however, that the Company’s obligation under this subsection (d) will not exceed $15,000; (e) A lump sum reimbursement for ability to receive benefits or payment from any expenses Executive incurred on behalf of the Company prior to termination of employment to the extent that such expenses are reimbursable under the Company’s standard reimbursement policies but have not been reimbursed as of Executive’s termination of employment; (f) Continued participation in the “employee welfare benefit plans” (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) in which Executive participates immediately prior to Executive’s date of termination on such terms as are then in effect for eighteen months following the termination of Executive’s employment with the Company and payment by the Company of the entire cost or premium for continued coverage pursuant to Section 4980B of the Code in the Company health plan for a period of eighteen months following Executive’s termination (or such lesser period that Executive is entitled to such continued coverage). In the event that the continued coverage of Executive in any such employee welfare benefit other compensation plan or the Company health plan is barred by its terms, the Company shall pay Executive, for the eighteen months following Executive’s termination (or the remainder of the eighteen month period in which continued coverage is barred) or for such lesser period during which Executive might have been entitled to such continued coverage, the cash equivalent of the portion of the insurance premium charged to the Company for Executive’s participation in such employee welfare benefit plan(s) and/or the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination plus an additional amount such that after payment of the income and employment tax liability on such payment, Executive retains an amount equal to the portion of the insurance premium charged to the Company for Executive’s participation in such employee welfare benefit plan(s) and the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination of employmentseverance benefit. (g) All stock options and any other stock-based awards outstanding immediately prior to Executive’s termination of employment shall immediately vest and become exercisable by Executive for the remainder of the term provided for in the agreement evidencing the stock option or award in which such options or other stock-based awards were granted. Except as provided in Section 20, Termination Benefits payable in a lump sum shall be payable within ten days of Executive’s termination of employment in accordance with Section 3 and the other Termination Benefits shall be paid as described above. The payment of the Termination Benefits shall be reduced by amounts required to be withheld for applicable income and employment taxes.

Termination Benefits. Upon 6.1. If (A) the Company terminates Executive's employment in violation of this Agreement or otherwise breaches its obligations to Executive under this Agreement; (B) the Company is deemed to terminate Executive's employment in violation of this Agreement, as provided in Section 6.3, and Executive gives the written notice to the Company provided for in such Section; or (C) at any time during the term of this Agreement individuals who presently constitute the Board of Directors of the Company, or who have been recommended for election to the Board by two-thirds of the Board consisting of individuals who are either presently on the Board or such recommended successors (such present directors or recommended directors being hereafter referred to as "Acceptable Directors"), cease for any reason to constitute at least a majority of such Board, and Executive gives the written notice to the Company provided for in Section 6.4 hereof; then, upon the happening of any such events, (i) the Company shall pay to Executive within fifteen (15) days after such termination or breach (as severance pay and liquidated damages, in lieu of any other rights or remedies which might otherwise be available to him under this Agreement, and without mitigation of any kind or amount, whether or not Executive shall seek or accept other employment), a lump sum payment equal in amount to the aggregate base salary which would have been payable to Executive pursuant to Section 3.1 of this Agreement during the remaining term hereof (for purposes of this Section 6.1, the rate of Executive’s employment 's base salary shall be deemed to be Executive's base salary at the highest annual rate in accordance with effect during the one-year period immediately preceding termination or breach); (ii) the aggregate bonus which would have been payable to Executive pursuant to Section 33.2 hereof during the remaining term of this Agreement, assuming adjusted pre-tax income of the Company during the remaining term hereof is earned at the highest level achieved in either of the last two full fiscal years prior to such termination; and (iii) Executive shall have the right, exercisable within thirty (30) days after such termination or breach to sell to the Company any or all options held by Executive to purchase the Company common stock and options to purchase the securities of any other company at least 20% of the voting securities of which are owned by the Company ("Related Company") at a price per share equal to the amount by which (a) the average closing price of the Company common stock or the securities of such Related Company, as the case may be, on the New York Stock Exchange (or other applicable trading market if not listed on the New York Stock Exchange) during the thirty-day period immediately preceding the date on which he notifies the Company of his election to sell such options plus the fair market value per share of other securities or assets which Executive would be entitled to receive upon exercise of such options exceeds (b) the option exercise price for each such share. All options not yet fully exercisable shall be deemed fully exercisable for purposes of the foregoing computation. Such payments shall be made by the Company within fifteen (15) days after Executive has notified the Company of the exercise of his right to sell such options and shall not require any further authorization or approval of the Board of Directors of the Company. Each of the payments provide for in this Section 6.1 shall be paid in full, without discount to present value. In addition to the foregoing, the obligations of the Company to pay for the benefits provided in Section 4 hereof shall remain in full force and effect. 6.2. If it shall be determined that any amount payable by the Company under this Section to or for the benefit of Executive (a "Base Payment") would be subject to the excise tax (the "Excise Tax") imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), then Executive shall be entitled to receive an additional payment (the following Termination Benefits: (a"Gross-Up Payment") A lump sum payment of any accrued but unpaid salary from in an amount such that the Company through the date Executive’s employment terminates; (b) A lump sum payment of any bonus that has been earned from the Company but which remains unpaid as of Executive’s termination of employment; (c) A lump sum payment of one and one-half times Executive’s annual base salary at the rate in effect on the date of Executive’s termination of employment; (d) Reasonable outplacement services provided by the firm selected net amount retained by Executive, after the cost calculation and deduction of which will any Excise Tax on the Base Payment and any federal, state and local income taxes and Excise Tax on the Gross-Up Payment, shall be paid equal to the Base Payment. In determining this amount, the amount of the Gross-Up Payment attributable to federal income taxes shall be reduced by the Company; provided, however, maximum reduction in federal income taxes that the Company’s obligation under this subsection (d) will not exceed $15,000; (e) A lump sum reimbursement for any expenses Executive incurred on behalf of the Company prior to termination of employment to the extent that such expenses are reimbursable under the Company’s standard reimbursement policies but have not been reimbursed as of Executive’s termination of employment; (f) Continued participation in the “employee welfare benefit plans” (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) in which Executive participates immediately prior to Executive’s date of termination on such terms as are then in effect for eighteen months following the termination of Executive’s employment with the Company and payment could be obtained by the Company of the entire cost or premium for continued coverage pursuant to Section 4980B of the Code in the Company health plan for a period of eighteen months following Executive’s termination (or such lesser period that Executive is entitled to such continued coverage). In the event that the continued coverage of Executive in any such employee welfare benefit plan or the Company health plan is barred by its terms, the Company shall pay Executive, for the eighteen months following Executive’s termination (or the remainder of the eighteen month period in which continued coverage is barred) or for such lesser period during which Executive might have been entitled to such continued coverage, the cash equivalent deduction of the portion of the insurance premium charged Gross-Up Payment attributable to state and local income taxes. Finally, the Company for Executive’s participation in such employee welfare benefit plan(s) and/or the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination plus an additional amount such that after payment of the income and employment tax liability on such payment, Executive retains an amount equal to the portion of the insurance premium charged to the Company for Executive’s participation in such employee welfare benefit plan(s) and the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination of employment. (g) All stock options and any other stockGross-based awards outstanding immediately prior to Executive’s termination of employment shall immediately vest and become exercisable by Executive for the remainder of the term provided for in the agreement evidencing the stock option or award in which such options or other stock-based awards were granted. Except as provided in Section 20, Termination Benefits payable in a lump sum shall be payable within ten days of Executive’s termination of employment in accordance with Section 3 and the other Termination Benefits shall be paid as described above. The payment of the Termination Benefits Up Payment shall be reduced by amounts income or Excise Tax withholding payments made by the Company to any federal, state or local taxing authority with respect to the Gross-Up Payment that was not deducted from compensation payable to Executive. All determinations required to be withheld for applicable income made under this Section 6.2, including whether and employment taxes.when a Gross-Up Payment is required, the amount of such Gross-Up Payment, and the assumptions to be utilized in arriving at such determination, except as specified above, shall be made by the Company's independent auditors (the "Accounting Firm"), which shall provide detailed supporting calculations both to the Company and Executive within fifteen (15) business days after the receipt of notice from Executive that there should be a Gross-Up Payment. The determination of tax liability made by the Accounting Firm shall be subject to review by Executive's tax advisor, and, if Executive's tax advisor does not agree with the determination reached by the Accounting Firm, then the Accounting Firm and Executive's tax advisor shall jointly designate a nationally recognized public accounting firm, which shall make the

Termination Benefits. Upon a termination of Executive’s employment in accordance with Section 3, (a) The Executive shall be entitled to receive the severance and benefits provided for in this Section 3 if either in connection with or following Termination Benefits: a Change in Control (aas herein defined) A lump sum payment during the term of any accrued but unpaid salary from this Agreement: (i) the Executive is terminated by the Company through or its successor, other than for Cause; or (ii) the Executive is Constructively Discharged. The Executive shall be entitled to severance pay or liquidated damages, or both, equal to two (2) times the sum of: (i) the average of the two (2) preceding years' base 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 Company's and Bank's contributions to the Bank's Employee Stock Ownership Plan and the Bank's 401(k) Plan (and not the Executive’s employment terminates;'s contributions to the Bank's 401(k) Plan) made on behalf of the Executive for the two year period immediately preceding the date such amount is to be determined, divided by two (2). For purposes of determining base salary under this Subsection, the Executive shall be deemed to have been paid during any period of leave at the base salary rate in effect as of the date the leave commenced. (b) A lump sum payment of any bonus that has been earned from In addition to the amount determined under subsection (a), the Company but which remains unpaid as shall cause to be continued the Executive's life, medical, dental and disability 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 termination of employment;'s employment by another employer and coverage under plans that provided Executive with substantially identical coverage. (c) A 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 payment within ten (10) business days of one and one-half times the Executive’s annual base salary at the rate in effect on the date 's Date of Executive’s termination of employment; (d) Reasonable outplacement services provided by the firm selected by Executive, the cost of which will be paid by the CompanyTermination; provided, however, that the Company’s obligation under this subsection (d) will not exceed $15,000; (e) A lump sum reimbursement for any expenses Executive incurred on behalf of the Company may elect, prior to termination of employment and the right to receive any amounts hereunder, to have the amount payable in equal monthly installments over twenty-four (24) months. (d) Notwithstanding the preceding paragraphs of this Section 3 and except as provided in this subsection (d), in the event that it shall be determined that any payment, benefit or other entitlement under this Agreement and any other plan or arrangement of the Bank or the Company (the "Total Payments") would constitute an "Excess Parachute Payment" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and thereby be subject to the extent that excise tax imposed by Section 4999 of the Code or any similar successor provision or any interest or penalties with respect to such expenses are reimbursable under excise tax (collectively the Company’s standard reimbursement policies but have not been reimbursed as of Executive’s termination of employment; (f) Continued participation "Excise Tax"), then, except in the “employee welfare benefit plans” case of a de Minimus Excess Amount (as defined in Section 3(1) of below), the Employee Retirement Income Security Act of 1974, as amendedExecutive shall be entitled to receive an additional payment (a "Gross-Up Payment") in which Executive participates immediately prior to Executive’s date of termination on such terms as are then in effect for eighteen months following the termination of Executive’s employment with the Company and payment by the Company of the entire cost or premium for continued coverage pursuant to Section 4980B of the Code in the Company health plan for a period of eighteen months following Executive’s termination (or such lesser period that Executive is entitled to such continued coverage). In the event that the continued coverage of Executive in any such employee welfare benefit plan or the Company health plan is barred by its terms, the Company shall pay Executive, for the eighteen months following Executive’s termination (or the remainder of the eighteen month period in which continued coverage is barred) or for such lesser period during which Executive might have been entitled to such continued coverage, the cash equivalent of the portion of the insurance premium charged to the Company for Executive’s participation in such employee welfare benefit plan(s) and/or the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination plus an additional amount such that after payment by the Executive of all taxes imposed upon the income Gross-Up Payment (including any federal, state and employment tax liability on local income, payroll and excise taxes and any interest or penalties imposed with respect to such paymenttaxes), the Executive retains an amount of the Gross Up Payment equal to the portion of Excise Tax imposed upon the insurance premium charged to Total Payments (not including any Gross-Up Payment). If, at a later date, the Company for Executive’s participation in such employee welfare benefit plan(s) and Internal Revenue Service assesses a deficiency against the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination of employment. (g) All stock options and any other stock-based awards outstanding immediately prior to Executive’s termination of employment shall immediately vest and become exercisable by Executive for the remainder Excise Tax which is greater than that which was determined at the time such amounts were paid, then the Company 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 term provided payment of such amounts will be used for purposes of determining the federal and state income and other taxes with respect thereto. The Company shall withhold from any amounts paid under this Agreement the amount of any Excise Tax or other federal, 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 Company's independent accountants, in consultation, if necessary, with the Company'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 Company the amount of such refund within ten (10) days of receipt by the Executive. Notwithstanding the foregoing, in the agreement evidencing event that the stock option or award in 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 options or other stock-based awards were granted. Except as provided in Section 20, Termination Benefits payable in a lump sum Excess Parachute Payment shall be payable within ten days 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-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive’s termination of employment 's "base amount," as determined in accordance with Code Section 3 and 280G; provided that such reduction shall not be made unless the other Termination Benefits shall Non-Triggering Amount would be paid as described above. The payment greater than the aggregate value of the Termination Benefits shall be reduced by amounts Total Payments (without such reduction) minus the amount of Excise Tax required to be withheld for applicable income and employment taxespaid by Executive thereon. The allocation of the reduction required by the preceding sentence shall be determined by the Executive.

Termination Benefits. Upon a the termination of the Executive’s 's employment with the Company for any reason set forth in accordance with Section 3subsection (a) the Company shall provide the Executive (or, in the case of his death, his estate or other legal representative) benefits due him under the Company's benefits plans and policies for his services rendered to the Company prior to the date of such termination (according to the terms of such plans and policies), and the Company shall pay the Executive not later than five (5) business days after such termination, in a lump sum, all Base Salary earned through the date of such termination. The Executive shall be entitled to receive the following Termination Benefits: (a) A lump sum payment of any accrued but unpaid salary from the Company through the date Executive’s employment terminates; (b) A lump sum payment of any bonus that has been earned from the Company but which remains unpaid payments and benefits described be low only as of Executive’s termination of employment; (c) A lump sum payment of one and one-half times Executive’s annual base salary at the rate in effect on the date of Executive’s termination of employment; (d) Reasonable outplacement services provided by the firm selected by Executive, the cost of which will be paid by the Company; provided, however, that the Company’s obligation under this subsection (d) will not exceed $15,000; (e) A lump sum reimbursement for any expenses Executive incurred on behalf of the Company prior to termination of employment to the extent that such expenses are reimbursable under the Company’s standard reimbursement policies but have not been reimbursed as of Executive’s termination of employment; (f) Continued participation in the “employee welfare benefit plans” (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) in which Executive participates immediately prior to Executive’s date of termination on such terms as are then in effect for eighteen months following the termination of Executive’s employment with the Company and payment by the Company of the entire cost or premium for continued coverage pursuant to Section 4980B of the Code in the Company health plan for a period of eighteen months following Executive’s termination (or such lesser period that Executive each is entitled applicable to such continued coverage). In the event that the continued coverage of Executive in any such employee welfare benefit plan or the Company health plan is barred by its terms, the Company shall pay Executive, for the eighteen months following Executive’s termination (or the remainder of the eighteen month period in which continued coverage is barred) or for such lesser period during which Executive might have been entitled to such continued coverage, the cash equivalent of the portion of the insurance premium charged to the Company for Executive’s participation in such employee welfare benefit plan(s) and/or the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination plus an additional amount such that after payment of the income and employment tax liability on such payment, Executive retains an amount equal to the portion of the insurance premium charged to the Company for Executive’s participation in such employee welfare benefit plan(s) and the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination of employment. (gi) All stock options In the event of a termination as a result of the Executive's death, and in addition to any other stockdeath benefits payable under the Company's benefit plans or policies, (A) for so long as the Executive's surviving spouse is receiving any Base Salary payment under clause (B) below, the Executive's eligible family dependents (collectively, "Family") shall be entitled to receive and participate in the disability, health, medical and other welfare benefit plans which the Executive and/or his Family would otherwise have been entitled to hereunder if the Executive had not terminated employment (the "Welfare Benefits") in addition to any continuation coverage which the Executive's Family is entitled to elect under Section 4980B of the Code; and (B) for a period of one year following the date of the Executive's death, the Executive's surviving spouse shall be paid (x) the Base Salary in effect at the date of the Executive's death, payable in monthly installments, and (y) the Annual Bonus that would have been paid under Section 3(b) to the Executive during such period, payable as and when annual incentive bonuses with respect to such period are paid by the Company to other senior executives of the Company generally. (ii) In the event of a termination as a result of the Executive's Permanent Disability, for a period of two years after the date of such termination of the Executive's employment, (A) the Executive and/or his Family shall be entitled to receive and participate in the Welfare Benefits in addition to any continuation coverage which the Executive and/or his Family is entitled to elect under Section 4980B of the Code; and (B) the Executive shall be paid (x) one-based awards outstanding immediately prior half of the Base Salary in effect at such date of termination, payable in monthly installments, and (y) one-half of the Annual Bonus that would be payable under Section 3(b) for such period, payable as and when annual incentive bonuses with respect to Executive’s such period are paid by the Company to other senior executives of the Company generally. (iii) In the event of a "Termination without Cause" under subsection (a)(iii), (A) the Executive and/or his Family shall be entitled until the earlier of (x) the first anniversary of the date of such termination of employment shall immediately vest and become exercisable by Executive for or (y) the remainder commencement of coverage of the term provided for Executive and/or his Family by another group medical benefits plan providing substantially comparable benefits to the Welfare Benefits and which does not contain any preexisting condition exclusions or limitations, to receive and participate in the agreement evidencing Welfare Benefits in addition to any continuation coverage which the stock option or award in which Executive and/or his Family is entitled to elect under Section 4980B of the Code; (B) not later than five (5) business days after such options or other stock-based awards were granted. Except as provided in Section 20termination, Termination Benefits payable the Company shall pay to the Executive a severance payment in a lump sum amount equal to the greater of (i) the number of full and fractional years remaining in the employment term, or (ii) one year of his then current annual base salary and (iv) In the event of a termination for Cause under subsection (a)(iv) and in the event of a Voluntary Termination under subsection (a)(v), the Executive shall not be payable within ten days entitled to any benefits or payments from the Company except as provided in the first sentence of Executive’s termination of employment in accordance with Section 3 and the other Termination Benefits shall be paid as described subsection (b) above. The payment of the Termination Benefits shall be reduced by amounts required to be withheld for applicable income and employment taxes.

Termination Benefits. Upon If, during the term of this Agreement, -------------------- Protected Officer's employment with the Company shall be terminated within twelve (12) months following a termination of Executive’s employment Change in accordance with Section 3Control, Executive Protected Officer shall be entitled to receive the following Termination Benefits:compensation and benefits: -------- (a) A lump sum payment of any accrued but unpaid salary from If Protected Officer's employment with the Company through shall be terminated (i) by the date Executive’s employment terminatesCompany for Cause or Disability, (ii) by reason of Protected Officer's death, (iii) due to Protected Officer's retirement pursuant to the Company's policies applying to executive officers generally, or (iv) by Protected Officer other than for Good Reason, the Company shall pay to Protected Officer the Accrued Compensation; (b) A lump sum payment If Protected Officer's employment with the Company shall be terminated for any reason other than as specified in Section 4.1(a), Protected Officer shall be entitled to the following: (i) the Company shall pay Protected Officer all Accrued Compensation and a Pro-Rata Bonus; (ii) the Company shall pay Protected Officer as severance pay and in lieu of any bonus that has been earned from further compensation for periods subsequent to the Company but which remains unpaid Termination Date, an amount in cash equal to two (2) times the sum of (A) the Base Amount and (B) the Bonus Amount; (iii) until the third anniversary of the Date of Termination, Protected Officer shall have such rights with respect to benefits provided by the Company, including without limitation life insurance, disability, medical, dental and hospitalization benefits and pension and retirement benefits as were provided to Protected Officer as of Executive’s termination the Effective Date or, if greater, at any time within ninety (90) days preceding the date of employment;the Change in Control; and (iv) the restrictions on any outstanding incentive awards (including restricted stock and granted performance shares or units) granted to Protected Officer under the Company's stock option and other stock incentive plans or under any other incentive plan or arrangement shall lapse and such incentive award shall become 100% vested, all stock options and stock appreciation rights granted to Protected Officer shall become immediately exercisable and shall become 100% vested and all performance units granted to Protected Officer shall become 100% vested, except that such acceleration will not occur, if in the opinion of the Company's accountants, it would render unavailable "pooling of interest" accounting for a Change in Control that would otherwise qualify for such accounting treatment; provided however that such acceleration of any outstanding equity-based incentive awards under the provisions of any employment agreement, offer letter or stock option or other equity-based compensation award agreement entered into by Protected Officer prior to the Effective Date shall occur regardless of whether such acceleration would render unavailable "pooling of interest" accounting for a Change in Control that would otherwise qualify for such accounting treatment. In addition, the vesting and exercisability of any purchase rights granted under an employee stock purchase plan qualified under Section 423 of the Code shall not accelerate under this Section 4.1(b)(iv). (c) A The amounts provided for in Sections 4.1(a) and 4.1(b)(i), and (ii) shall be paid in a single lump sum cash payment of one and one-half times Executive’s annual base salary at within thirty (30) days after the rate in effect on the date of Executive’s termination of employment;Termination Date (or earlier, if required by applicable law). (d) Reasonable outplacement services provided by The Protected Officer shall not be required to mitigate the firm selected by Executive, the cost amount of which will be paid by the Company; provided, however, that the Company’s obligation under this subsection (d) will not exceed $15,000; (e) A lump sum reimbursement for any expenses Executive incurred on behalf of the Company prior to termination of employment to the extent that such expenses are reimbursable under the Company’s standard reimbursement policies but have not been reimbursed as of Executive’s termination of employment; (f) Continued participation in the “employee welfare benefit plans” (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) in which Executive participates immediately prior to Executive’s date of termination on such terms as are then in effect for eighteen months following the termination of Executive’s employment with the Company and payment by the Company of the entire cost or premium for continued coverage pursuant to Section 4980B of the Code in the Company health plan for a period of eighteen months following Executive’s termination (or such lesser period that Executive is entitled to such continued coverage). In the event that the continued coverage of Executive in any such employee welfare benefit plan or the Company health plan is barred by its terms, the Company shall pay Executive, for the eighteen months following Executive’s termination (or the remainder of the eighteen month period in which continued coverage is barred) or for such lesser period during which Executive might have been entitled to such continued coverage, the cash equivalent of the portion of the insurance premium charged to the Company for Executive’s participation in such employee welfare benefit plan(s) and/or the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination plus an additional amount such that after payment of the income and employment tax liability on such payment, Executive retains an amount equal to the portion of the insurance premium charged to the Company for Executive’s participation in such employee welfare benefit plan(s) and the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination of employment. (g) All stock options and any other stock-based awards outstanding immediately prior to Executive’s termination of employment shall immediately vest and become exercisable by Executive for the remainder of the term provided for in the agreement evidencing the stock option this Agreement by seeking other employment or award in which otherwise, and no such options or other stock-based awards were granted. Except as provided in Section 20, Termination Benefits payable in a lump sum payment shall be payable within ten days of Executive’s termination of employment in accordance with Section 3 and the other Termination Benefits shall be paid as described above. The payment of the Termination Benefits shall be offset or reduced by amounts required the amount of any compensation or benefits provided to be withheld for applicable income and employment taxesProtected Officer in any subsequent employment.

Termination Benefits. Upon a termination of Executive’s employment in accordance with Section 3, Executive shall be entitled to receive the following Termination Benefits: (a) A lump sum payment of any accrued but unpaid salary from the Company through the date Upon Executive’s employment terminates; (b) A lump sum payment of any bonus that has been earned from the Company but which remains unpaid as of Executive’s termination of employment; (c) A lump sum payment of one and one-half times Executive’s annual base salary at the rate in effect on the date of Executive’s termination of employment; (d) Reasonable outplacement services provided by the firm selected by Executive, the cost of which will be paid by the Company; provided, however, that the Company’s obligation under this subsection (d) will not exceed $15,000; (e) A lump sum reimbursement for any expenses Executive incurred on behalf of the Company prior 's entitlement to termination of employment to the extent that such expenses are reimbursable under the Company’s standard reimbursement policies but have not been reimbursed as of Executive’s termination of employment; (f) Continued participation in the “employee welfare benefit plans” (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) in which Executive participates immediately prior to Executive’s date of termination on such terms as are then in effect for eighteen months following the termination of Executive’s employment with the Company and payment by the Company of the entire cost or premium for continued coverage benefits pursuant to Section 4980B of the Code in the Company health plan for a period of eighteen months following Executive’s termination (or such lesser period that Executive is entitled to such continued coverage2(b). In the event that the continued coverage of Executive in any such employee welfare benefit plan or the Company health plan is barred by its terms, 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, a sum equal to the greater of (A) the payments due for the eighteen remaining term of the Agreement and (B) two (2) times Executive's average annual compensation for the two preceding taxable years that Executive has been employed by the Company or such lesser number of years in the event that Executive shall have been employed by the Company for less than two (2) years. Such annual compensation shall include 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 during such year. At the election of Executive, which election is to be made prior to a Change in Control, such payment shall be made in a lump sum as of the Executive's Date of Termination. In the event that no election is made, payment to Executive will be made on a monthly basis in approximately equal installments over a period of twenty-four (24) months following Executive’s termination 's termination. (b) Upon Executive's entitlement to benefits pursuant to Section 2(b), the Company shall cause to be continued life, medical and disability coverage substantially identical to the coverage maintained by the Company or its Affiliates for Executive prior to his severance, except to the remainder extent such coverage may be changed in its application to all Company employees. Such coverage and payments shall cease upon expiration of twenty-four (24) full calendar months following the Date of Termination. (c) Notwithstanding the paragraphs of Section 3, in the event that: (i) the aggregate payments or benefits to be made or afforded to Executive, which are deemed to be parachute payments as defined in Section 280G of the eighteen month period in which continued coverage is barredInternal Revenue Code of 1986, as amended (the "Code") or for any successor thereof, (the "Termination Benefits") would be deemed to include an "excess parachute payment" under Section 280G of the Code; and (ii) if such lesser period during which Executive might have been entitled Termination Benefits were reduced to such continued coveragean amount (the "Non-Triggering Amount"), the cash equivalent value of the portion of the insurance premium charged to the Company for Executive’s participation in such employee welfare benefit plan(swhich is one dollar ($1.00) and/or the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination plus an additional amount such that after payment of the income and employment tax liability on such payment, Executive retains less than an amount equal to the portion of the insurance premium charged to the Company for three (3) times Executive’s participation in such employee welfare benefit plan(s) and the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination of employment. (g) All stock options and any other stock-based awards outstanding immediately prior to Executive’s termination of employment shall immediately vest and become exercisable by Executive for the remainder of the term provided for in the agreement evidencing the stock option or award in which such options or other stock-based awards were granted. Except 's "base amount," as provided in Section 20, Termination Benefits payable in a lump sum shall be payable within ten days of Executive’s termination of employment determined in accordance with said Section 3 280G and the other 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 shall (excluding such reduction) minus (i) the amount of tax required to be paid as described aboveby the Executive thereon by Section 4999 of the Code and further minus (ii) the product of the Termination Benefits and the marginal rate of any applicable state and federal income tax. The payment of then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits shall be determined by amounts required to be withheld for applicable income and employment taxesthe Executive.