Common use of TERMINATION FOR DISABILITY OR DEATH Clause in Contracts

TERMINATION FOR DISABILITY OR DEATH. (a) Termination of Executive’s employment based on “Disability” shall be construed to comply with Section 409A of the Internal Revenue Code and shall be deemed to have occurred if: (i) Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months, Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank or the Company; or (iii) Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections 6(b) and (c) shall apply upon the termination of the Executive’s employment based on Disability. Upon the determination that Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days. (b) Executive shall be entitled to receive benefits under all short-term or long-term disability plans maintained by the Bank for its executives. To the extent such benefits are less than Executive’s Base Salary, the Bank shall pay Executive an amount equal to the difference between such disability plan benefits, Social Security disability benefits and the amount of Executive’s Base Salary for the longer of one (1) year following the termination of his employment due to Disability or the remaining term of this Agreement, which shall be payable in accordance with the regular payroll practices of the Bank. (c) The Bank shall cause to be continued non-taxable medical and dental coverage substantially comparable, as reasonably available, to the coverage maintained by the Bank for Executive prior to the termination of his employment based on Disability, except to the extent such coverage may be changed in its application to all Bank employees or not available on an individual basis to an employee terminated based on Disability. This coverage shall cease upon the earlier of (i) the date Executive returns to the full-time employment of the Bank; (ii) Executive’s full-time employment by another employer; (iii) expiration of the remaining term of this Agreement; or (iv) Executive’s death. (d) In the event of Executive’s death during the term of this Agreement, his estate, legal representatives or named beneficiaries (as directed by Executive in writing) shall be paid Executive’s Base Salary at the rate in effect at the time of Executive’s death in accordance with the regular payroll practices of the Bank for a period of one (1) year from the date of Executive’s death, and the Bank shall continue to provide non-taxable medical, and dental insurance benefits normally provided for Executive’s family (in accordance with its customary co-pay percentages) for twelve (12) months after Executive’s death. Such payments are in addition to any other life insurance benefits that Executive’s beneficiaries may be entitled to receive under any employee benefit plan maintained by the Bank for the benefit of Executive, including, but not limited to, the Bank’s tax-qualified retirement plans.

TERMINATION FOR DISABILITY OR DEATH. (a) Termination of Executive’s employment based on “Disability” shall be construed to comply with Section 409A of the Internal Revenue Code and shall be deemed to have occurred if: (i) Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months, Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank or the Company; or (iii) Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections 6(b) and (c) shall apply upon the termination of the Executive’s employment based on Disability. Upon the determination that Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days. (b) Executive shall be entitled to receive benefits under all short-term or long-term disability plans maintained by the Bank for its executives. To the extent such benefits are less than Executive’s Base Salary, the Bank shall pay Executive an amount equal to the difference between such disability plan benefits, Social Security disability benefits and the amount of Executive’s Base Salary for the longer of one (1) year following the termination of his employment due to Disability or the remaining term of this Agreement, which shall be payable in accordance with the regular payroll practices of the Bank. (c) The Bank shall cause to be continued life insurance coverage and non-taxable medical and dental coverage substantially comparable, as reasonably available, to the coverage maintained by the Bank for Executive prior to the termination of his employment based on Disability, except to the extent such coverage may be changed in its application to all Bank employees or not available on an individual basis to an employee terminated based on Disability. This coverage shall cease upon the earlier of (i) the date Executive returns to the full-time employment of the Bank; (ii) Executive’s full-time employment by another employer; (iii) expiration of the remaining term of this Agreement; or (iv) Executive’s death. (d) In the event of Executive’s death during the term of this Agreement, his estate, legal representatives or named beneficiaries (as directed by Executive in writing) shall be paid Executive’s Base Salary at the rate in effect at the time of Executive’s death in accordance with the regular payroll practices of the Bank for a period of one (1) year from the date of Executive’s death, and the Bank shall continue to provide non-taxable medical, dental and dental other insurance benefits normally provided for Executive’s family (in accordance with its customary co-pay percentages) for twelve (12) months after Executive’s death. Such payments are in addition to any other life insurance benefits that Executive’s beneficiaries may be entitled to receive under any employee benefit plan maintained by the Bank for the benefit of Executive, including, but not limited to, the Bank’s tax-qualified retirement plans.

TERMINATION FOR DISABILITY OR DEATH. (a) Termination of Executive’s employment based on “Disability” shall be construed to comply with Section 409A of the Internal Revenue Code and shall be deemed to have occurred if: (i) Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months, Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank or the Company; or (iii) Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections 6(b) and (c6(a) shall apply upon the termination of the Executive’s employment based on Disability. Upon the determination that Executive has suffered a termination of employment due to Disability, disability payments hereunder shall commence within thirty (30) days. (b) Executive shall be entitled to receive all disability benefits under all short-term or long-term any disability plans maintained by plan of the Bank for its executives. To the extent such benefits are less than Executive’s Base Salary, the Bank shall pay and other plans to which Executive an amount equal to the difference between such disability plan benefits, Social Security disability benefits and the amount of Executive’s Base Salary for the longer of one (1) year following the termination of his employment due to Disability or the remaining term of this Agreement, which shall be payable in accordance with the regular payroll practices of the Bankis a party. (c) The Bank shall cause to be continued non-taxable medical and dental coverage substantially comparable, as reasonably available, to the coverage maintained by the Bank for Executive prior to the termination of his employment based on Disability, except to the extent such coverage may be changed in its application to all Bank employees or not available on an individual basis to an employee terminated based on Disability. This coverage shall cease upon the earlier of (i) the date Executive returns to the full-time employment of the Bank; (ii) Executive’s full-time employment by another employer; (iii) expiration of the remaining term of this Agreement; or (iv) Executive’s death. (db) In the event of Executive’s death during the term of this Agreement, his estate, legal representatives or named beneficiaries (as directed by Executive in writing) the Bank shall be paid provide continuing Bank health coverage to Executive’s Base Salary at family (i.e., the rate individuals covered on the health plan prior to the date of death) for one year following Executive’s death, with Executive’s family paying the employee share of the insurance premium. If the Bank cannot provide the benefits set forth in effect this Section 6(d) because applicable rules and regulations prohibit such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Executive’s spouse a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of Executive’s death such determination. Such cash payment shall be made in accordance with a lump sum within thirty (30) days after the regular payroll practices of the Bank for a period of one (1) year from the date later of Executive’s death, and date of death or the effective date of the rules or regulations prohibiting such benefits or subjecting the Bank shall continue to provide non-taxable medical, and dental insurance benefits normally provided for Executive’s family (in accordance with its customary co-pay percentages) for twelve (12) months after Executive’s death. Such payments are in addition to any other life insurance benefits that Executive’s beneficiaries may be entitled to receive under any employee benefit plan maintained by the Bank for the benefit of Executive, including, but not limited to, the Bank’s tax-qualified retirement planspenalties.

TERMINATION FOR DISABILITY OR DEATH. (a) Termination of Executive’s employment based on “Disability” shall be construed to comply with Section 409A of the Internal Revenue Code and shall be deemed to have occurred if: (i) Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 twelve (12) months; (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 twelve (12) months, Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank or the Company; or (iii) Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections 6(b) and (c) shall apply upon the termination of the Executive’s employment based on Disability. Upon the determination that Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days. (b) Executive shall be entitled to receive benefits Base Salary earned until the date of Executive’s termination of employment due to Disability, plus payment for unused vacation, personal leave, sick leave and other vested benefits, as well as payment under all short-term any short- or long-term disability plans plan maintained by the Bank for its executives. To the extent such benefits are less than Executive’s Base Salary, the Bank shall pay Executive an amount equal to the difference between such disability plan benefits, Social Security disability benefits and the amount of Executive’s Base Salary for the longer of one (1) year following the termination of his employment due to Disability or the remaining term of this Agreement, which shall be payable in accordance with the regular payroll practices of the Bank. (c) The Bank shall cause to be continued life, disability, and non-taxable medical and dental insurance coverage substantially comparable, as reasonably available, comparable to the coverage maintained by the Bank for the Executive prior to the termination of his employment based on Disability, except to the extent such coverage may be changed in its application to all Bank employees or not available on an individual basis to an employee terminated based on Disability. This coverage shall cease upon the earlier of (i) the date Executive returns to the full-time employment of the Bank; (ii) Executive’s full-time employment by another employer; or (iii) expiration of the remaining term of this Agreement; or (iv) Executive’s death. (d) In the event of Executive’s death during the term of this Agreement, his estate, legal representatives or named beneficiaries (as directed by Executive in writing) shall be paid Executive’s earned but unpaid Base Salary at the rate in effect at the time of through Executive’s death in accordance with the regular payroll practices of the Bank for a period of one (1) year from the date of Executive’s death, and the Bank Employer shall continue to provide non-taxable pay all premiums for six (6) months following Executive’s date of death for medical, dental and dental other insurance benefits normally provided for Executive’s family (in accordance with its customary co-pay percentages) for twelve (12) months after Executive’s deathfamily. Such payments are in addition to any other life insurance benefits that Executive’s beneficiaries may be entitled to receive under any employee benefit plan maintained by the Bank for the benefit of Executive, including, but not limited to, the Bank’s life insurance and tax-qualified and non-qualified retirement plans.

TERMINATION FOR DISABILITY OR DEATH. (a) Termination of Executive’s employment based on “Disability” shall be construed to comply with Section 409A of the Internal Revenue Code and shall be deemed to have occurred if: (i) Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months, Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank or the Company; or (iii) Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections 6(b) and (c) shall apply upon the termination of the Executive’s employment based on Disability. Upon the determination that Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days. (b) Executive shall be entitled to receive benefits under all any short-term or long-term disability plans plan maintained by the Bank for its executivesBank. To the extent such benefits are less than Executive’s Base Salary, the Bank shall pay Executive an amount equal to the difference between such disability plan benefits, Social Security disability benefits and the amount of Executive’s Base Salary for the longer of one (1) year following the termination of his employment due to Disability or the remaining term of this Agreement, which shall be payable in accordance with the regular payroll practices of the Bank. (c) The Bank shall cause to be continued life insurance coverage and non-taxable medical and dental coverage substantially comparable, as reasonably available, to the coverage maintained by the Bank for Executive prior to the termination of his employment based on Disability, except to the extent such coverage may be changed in its application to all Bank employees or not available on an individual basis to an employee terminated based on Disability. This coverage shall cease upon the earlier of (i) the date Executive returns to the full-time employment of the Bank; (ii) Executive’s full-time employment by another employer; (iii) expiration of the remaining term of this Agreement; or (iv) Executive’s death. (d) In the event of Executive’s death during the term of this Agreement, his estate, legal representatives or named beneficiaries (as directed by Executive in writing) shall be paid Executive’s Base Salary at the rate in effect at the time of Executive’s death in accordance with the regular payroll practices of the Bank for a period of one (1) year from the date of Executive’s death, and the Bank shall continue to provide non-taxable medical, dental and dental other insurance benefits normally provided for Executive’s family (in accordance with its customary co-pay percentages) for twelve (12) months after Executive’s death. Such payments are in addition to any other life insurance benefits that Executive’s beneficiaries may be entitled to receive under any employee benefit plan maintained by the Bank for the benefit of Executive, including, but not limited to, the Bank’s tax-qualified retirement plans.

TERMINATION FOR DISABILITY OR DEATH. (a) Termination of Executive’s 's employment based on “"Disability” " shall be construed to comply with Section 409A of the Internal Revenue Code and shall be deemed to have occurred if: (i) Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 twelve (12) months; (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months, Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank Company or the CompanyBank; or (iii) Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections 6(b9(b) and (c) shall apply upon the termination of the Executive’s 's employment based on Disability. Upon the determination that Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days. (b) Executive shall be entitled to receive benefits under all short-term any short- or long-term disability plans plan maintained by the Bank for its executivesCompany or the Bank. To the extent such benefits are less than Executive’s 's Base Salary, the Bank shall pay Executive an amount equal to the difference between such disability plan benefits, Social Security disability benefits and the amount of Executive’s 's Base Salary for the longer of one (1) year following the termination of his employment due to Disability or the remaining term of this Agreement, which shall be payable in accordance with the regular payroll practices of the BankDisability. (c) The Bank shall cause to be continued life insurance and non-taxable medical and dental coverage substantially comparable, as reasonably reasonable available, to the coverage maintained by the Bank for Executive prior to the termination of his employment based on Disability, except to the extent such coverage may be changed in its application to all Bank employees or not available on an individual basis to an employee terminated based on Disability. This coverage shall cease upon the earlier of of: (i) the date Executive returns to the full-time employment of the Bank; (ii) Executive’s 's full-time employment by another employer; (iii) the expiration of the remaining term of unexpired Employment Period under this Agreement; or (iv) Executive’s 's death. (d) In the event of Executive’s 's death during the term of this Agreement, his estate, legal representatives or named beneficiaries (as directed by Executive in writing) shall be paid Executive’s 's Base Salary at the rate in effect at the time of Executive’s 's death in accordance with the regular payroll practices of the Bank for a period of one (1) year from the date of Executive’s 's death, and the Bank shall continue to provide non-taxable medical, dental and dental other insurance benefits normally provided for Executive’s 's family (in accordance with its customary co-pay percentages) for twelve one (121) months year after Executive’s 's death. Such payments are in addition to any other life insurance or other benefits that Executive’s 's beneficiaries may be entitled to receive under any employee benefit plan maintained by of the Bank for the benefit of Executive, including, but not limited to, Company or the Bank’s tax-qualified retirement plans's Benefit Plans. Notwithstanding the foregoing, if Executive incurs an Event of Termination under Section 6 hereof and prior to commencement of continued salary or other benefit payment thereunder Executive dies, such payments shall continue to be made to Executive's designated beneficiary, if any, estate or legal representative, as the case may be.

TERMINATION FOR DISABILITY OR DEATH. (a) Termination of Executive’s employment based on “Disability” shall be construed to comply with Section 409A of the Internal Revenue Code and shall be deemed to have occurred if: (i) Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for and as a continuous period of not less than 12 monthsresult, Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank or the Company; or (iiiii) Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections 6(b) and (c) shall apply upon the termination of the Executive’s employment based on Disability. Upon the determination that Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days. (b) Executive shall be entitled to receive benefits under all short-term or long-term disability plans maintained by the Bank for its executives. To the extent such benefits are less than Executive’s Base Salarypermitted by applicable law, the Bank shall pay Executive an amount equal to the difference between such disability plan benefits, Social Security disability benefits and the amount of Executive’s Base Salary for the longer of one (1) year following the termination of his employment due to Disability or the remaining term of this Agreement, which shall be payable in accordance with the regular payroll practices of the Bank. (c) The Bank shall cause to be continued life insurance coverage and non-taxable medical and dental coverage substantially comparable, as reasonably available, to the coverage maintained by the Bank for Executive and Executive’s dependents prior to the termination of his employment based on DisabilityDisability (in accordance with its customary co-pay percentages), except to the extent such coverage may be changed in its application to all Bank employees or not available on an individual basis to an employee terminated based on Disability. This coverage shall cease upon the earlier of (i) the date Executive returns to the full-time employment of the Bank; (ii) Executive’s full-time employment by another employer; or (iii) expiration twelve (12) months after the date of termination of Executive’s employment based on Disability. Nothing herein shall be construed to prevent Executive from continuing such coverage for the remainder of the remaining term applicable COBRA period at his own expense. If participation by the Executive is not permitted under the terms of this Agreementan applicable plan (i.e., such as the group life insurance plan), the Bank shall provide Executive with reimbursement (payable on a monthly basis) of premiums paid by the Executive to obtain similar benefits for the period specified above; or (iv) Executive’s deathprovided, however, that the reimbursement shall not exceed the cost of the monthly premiums for active employees. (dc) In the event of Executive’s death during the term of this Agreement, his estate, legal representatives or named beneficiaries (as directed by Executive in writing) shall be paid Executive’s Base Salary at the rate in effect at the time of Executive’s death in accordance with the regular payroll practices of the Bank for a period of one six (16) year months from the date of Executive’s death, and the Bank shall continue to provide non-taxable medical, and dental insurance benefits normally provided for Executive’s family (in accordance with its customary co-pay percentages) for twelve (12) months after Executive’s death. Such payments are in addition to any other life insurance benefits that Executive’s beneficiaries may be entitled to receive under any employee benefit plan maintained by the Bank for the benefit of Executive, including, but not limited to, the Bank’s tax-qualified retirement plans. In addition, the Bank shall continue to provide for twelve (12) months after Executive’s death non-taxable medical, dental and other insurance benefits substantially comparable to the coverage maintained by the Bank for Executive’s dependents prior to his death (in accordance with the customary co-pay percentages). Nothing herein shall be construed to prevent Executive’s eligible dependents from continuing such coverage for the remainder of any applicable COBRA period at their own expense.

TERMINATION FOR DISABILITY OR DEATH. Executive’s employment with the Company shall terminate immediately upon Executive’s death or Disability. In the event of a termination due to death or Disability, in addition to the Accrued Benefits, Executive or Executive’s estate, as the case may be, shall be entitled to the following payments and benefits, subject to the effectiveness and irrevocability of the Release (as defined below): (a) Termination payment of a pro rata portion of the Annual Bonus in respect of the fiscal year in which such termination occurs based on the number of days elapsed in such year through the effective date of Executive’s termination of employment (the “Effective Termination Date”) and actual achievement of applicable performance goals, except that any performance goals based on “Disability” Executive’s personal performance shall be construed treated as attained at no less than the target level, and any other performance goals shall be deemed achieved at least at the level applicable to similarly situated active employees of the Company, and paid when annual bonuses are paid (or, if earlier, due to be paid) to other senior executives of the Company (the “Pro Rata Bonus Payment”); (b) payment of any unpaid bonus earned for the year prior to the year in which the Effective Termination Date occurs, paid when bonuses are paid (or, if earlier, due to be paid) to other senior executives of the Company; (c) payment of the monthly COBRA premiums that Executive would be required to pay to continue his group health coverage as in effect on the date of his termination for himself and, if applicable, his eligible covered dependents for a period of eighteen (18) months following the Effective Termination Date, which payment shall be made regardless of whether Executive elects COBRA continuation coverage (the “COBRA Equivalent Payment”), payable in equal biweekly installments in accordance with the Company’s normal payroll practices over eighteen (18) months following the Effective Termination Date, provided that any installments that would otherwise have been paid prior to satisfaction of the release condition set forth in Section 4.07 shall be accumulated and paid in a lump sum on the first payroll date following satisfaction of such condition, provided further that, to the extent necessary to comply with Section 409A (as defined below), if the period during which the Release must be executed and become irrevocable spans two (2) calendar years, payment of installments shall commence in the Internal Revenue Code second calendar year, and the timing of such installments may be subject to further restrictions under Section 409A as set forth in Section 6.15 of this Agreement; and (d) unless otherwise provided in the applicable award agreement, the time-based vesting conditions for all outstanding LTIP Units and related Tandem Shares and other Company equity-based awards shall be deemed to have occurred if: (i) Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months, Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank or the Company; or (iii) Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections 6(b) and (c) shall apply upon the termination of the Executive’s employment satisfied based on Disability. Upon the determination number of full or partial years that Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days. (b) Executive shall be entitled to receive benefits under all short-term or long-term disability plans maintained by have elapsed between the Bank for its executives. To the extent such benefits are less than Executive’s Base Salary, the Bank shall pay Executive an amount equal to the difference between such disability plan benefits, Social Security disability benefits applicable grant date and the amount of Executive’s Base Salary for the longer of Effective Termination Date, plus one (1) additional year following the termination of his employment due to Disability or the remaining term of this Agreementservice, which provided, however, that vesting shall be payable in accordance with the regular payroll practices not occur for any portion of the Bank. performance-based awards unless and until the applicable performance goals are satisfied (cor deemed satisfied) The Bank shall cause to be continued non-taxable medical and dental coverage substantially comparable, as reasonably availablewithin the period set forth in the relevant award agreement and, to the coverage maintained by the Bank for Executive prior to the termination of his employment based on Disabilityextent that such performance goals are not so satisfied (or deemed satisfied), except to the extent such coverage may awards shall be changed in its application to all Bank employees or not available on an individual basis to an employee terminated based on Disability. This coverage shall cease immediately forfeited and canceled without consideration upon the earlier of (i) the date Executive returns to the full-time employment of the Bank; (ii) Executive’s full-time employment by another employer; (iii) expiration of the remaining term of this Agreement; or (iv) Executive’s deathrelevant performance period. (d) In the event of Executive’s death during the term of this Agreement, his estate, legal representatives or named beneficiaries (as directed by Executive in writing) shall be paid Executive’s Base Salary at the rate in effect at the time of Executive’s death in accordance with the regular payroll practices of the Bank for a period of one (1) year from the date of Executive’s death, and the Bank shall continue to provide non-taxable medical, and dental insurance benefits normally provided for Executive’s family (in accordance with its customary co-pay percentages) for twelve (12) months after Executive’s death. Such payments are in addition to any other life insurance benefits that Executive’s beneficiaries may be entitled to receive under any employee benefit plan maintained by the Bank for the benefit of Executive, including, but not limited to, the Bank’s tax-qualified retirement plans.

TERMINATION FOR DISABILITY OR DEATH. (a) Termination of Executive’s 's employment based on “"Disability” " shall be construed to comply with Code Section 409A of the Internal Revenue Code and shall be deemed to have occurred if: (i) Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months, Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank or the CompanyBank's holding company; or (iii) Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections 6(b) and (c) shall apply upon the termination of the Executive’s 's employment based on Disability. Upon the determination that Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days. (b) Executive shall be entitled to receive benefits under all short-term any short- or long-term disability plans plan maintained by the Bank for its executivesBank. To the extent such taxable or non-taxable benefits are less than Executive’s 's after-tax or pre-tax Base SalarySalary (respectively), the Bank shall pay Executive an amount equal to the difference between such disability plan benefits, Social Security disability benefits and the amount of Executive’s 's Base Salary for the longer of (i) the remaining term of this Agreement, or (ii) one (1) year following the termination of his employment due to Disability or the remaining term of this Agreement, which shall be payable in accordance with the regular payroll practices of the BankDisability. (c) The Bank shall cause to be continued life insurance coverage and non-taxable medical and dental coverage substantially comparable, as reasonably available, comparable to the coverage maintained by the Bank for Executive prior to the termination of his employment based on Disability, except to the extent such coverage may be changed in its application to all Bank employees or not available on an individual basis to an employee terminated based on Disability. This coverage shall cease upon the earlier of (i) the date Executive returns to the full-time employment of the Bank; (ii) Executive’s 's full-time employment by another employer; (iii) expiration Executive attaining the age of the remaining term of this Agreement65; or (iv) Executive’s 's death. (d) In the event of Executive’s 's death during the term of this Agreement, his estate, legal representatives or named beneficiaries (as directed by Executive in writing) shall be paid Executive’s 's Base Salary at the rate in effect at the time of Executive’s 's death in accordance with the regular payroll practices of the Bank for a period of one (1) year from the date of Executive’s 's death, and the Bank shall continue to provide non-taxable medical, dental and dental other insurance benefits normally provided for Executive’s 's family (in accordance with its customary co-pay percentages) for twelve one (121) months year after Executive’s 's death. Such payments are in addition to any other life insurance benefits that Executive’s 's beneficiaries may be entitled to receive under any employee benefit plan maintained by the Bank for the benefit of Executive, including, but not limited to, the Bank’s tax-qualified retirement plans.

TERMINATION FOR DISABILITY OR DEATH. (a) Termination of Executive’s employment based on “Disability” shall be construed to comply with Section 409A of the Internal Revenue Code and shall be deemed to have occurred if: (i) Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months, Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank or the Company; or (iii) Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections 6(b) and (c) shall apply upon the termination of the Executive’s employment based on Disability. Upon the determination that Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days. (b) Executive shall be entitled to receive benefits under all short-term or long-term disability plans maintained by the Bank for its executives. To the extent such benefits are less than Executive’s Base Salary, the Bank shall pay Executive an amount equal to the difference between such disability plan benefits, Social Security disability benefits and the amount of Executive’s Base Salary for the longer of one (1) year following the termination of his her employment due to Disability or the remaining term of this AgreementDisability, which shall be payable in accordance with the regular payroll practices of the Bank. (c) The In addition to Section 6(b), the Bank shall cause to be continued non-taxable medical and dental coverage substantially comparable, as reasonably available, to the coverage maintained by the Bank for Executive prior to the termination of his her employment based on Disability, except to the extent such coverage may be changed in its application to all Bank employees or not available on an individual basis to an employee terminated based on Disability. This coverage shall cease upon the earlier of (i) the date Executive returns to the full-time employment of the Bank; (ii) Executive’s full-time employment by another employer; (iii) expiration one (1) year following the termination of the remaining term of this Agreementher employment due to Disability; or (iv) Executive’s death. (d) In the event of Executive’s death during the term of this Agreement, his her estate, legal representatives or named beneficiaries (as directed by Executive in writing) shall be paid Executive’s Base Salary at the rate in effect at the time of Executive’s death in accordance with the regular payroll practices of the Bank for a period of one (1) year from the date of Executive’s death, and the Bank shall continue to provide non-taxable medical, medical and dental insurance benefits normally provided for Executive’s family (in accordance with its customary co-pay percentages) for twelve (12) months after Executive’s death. Such payments are in addition to any other life insurance benefits that Executive’s beneficiaries may be entitled to receive under any employee benefit plan maintained by the Bank for the benefit of Executive, including, but not limited to, the Bank’s tax-qualified retirement plans.

TERMINATION FOR DISABILITY OR DEATH. (a) Termination of Executive’s 's employment based on “"Disability” " shall be construed to comply with Section 409A of the Internal Revenue Code and shall be deemed to have occurred if: (i) Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 twelve (12) months; (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months, Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank Company or the CompanyBank; or (iii) Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections 6(b9(b) and (c) shall apply upon the termination of the Executive’s 's employment based on Disability. Upon the determination that Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days. (b) Executive shall be entitled to receive benefits under all short-term any short- or long-term disability plans plan maintained by the Bank for its executivesCompany or the Bank. To the extent such benefits are less than Executive’s 's Base Salary, the Bank Company shall pay Executive an amount equal to the difference between such disability plan benefits, Social Security disability benefits and the amount of Executive’s 's Base Salary for the longer of one (1) year following the termination of his employment due to Disability or the remaining term of this Agreement, which shall be payable in accordance with the regular payroll practices of the BankDisability. (c) The Bank Company shall cause to be continued life insurance and non-taxable medical and dental coverage substantially comparable, as reasonably reasonable available, to the coverage maintained by the Bank Company for Executive prior to the termination of his employment based on Disability, except to the extent such coverage may be changed in its application to all Bank Company employees or not available on an individual basis to an employee terminated based on Disability. This coverage shall cease upon the earlier of of: (i) the date Executive returns to the full-time employment of the BankCompany; (ii) Executive’s 's full-time employment by another employer; (iii) the expiration of the remaining term of unexpired Employment Period under this Agreement; or (iv) Executive’s 's death. (d) In the event of Executive’s 's death during the term of this Agreement, his estate, legal representatives or named beneficiaries (as directed by Executive in writing) shall be paid Executive’s 's Base Salary at the rate in effect at the time of Executive’s 's death in accordance with the regular payroll practices of the Bank for a period of one (1) year from the date of Executive’s 's death, and the Bank Company shall continue to provide non-taxable medical, dental and dental other insurance benefits normally provided for Executive’s 's family (in accordance with its customary co-pay percentages) for twelve one (121) months year after Executive’s 's death. Such payments are in addition to any other life insurance or other benefits that Executive’s 's beneficiaries may be entitled to receive under any employee benefit plan maintained by of the Bank for the benefit of Executive, including, but not limited to, Company or the Bank’s tax-qualified retirement plans's Benefit Plans. Notwithstanding the foregoing, if Executive incurs an Event of Termination under Section 6 hereof and prior to commencement of continued salary or other benefit payment thereunder Executive dies, such payments shall continue to be made to Executive's designated beneficiary, if any, estate or legal representative, as the case may be.

TERMINATION FOR DISABILITY OR DEATH. (a) Termination of Executive’s employment based on “Disability” shall be construed to comply with Section 409A of the Internal Revenue Code and shall be deemed to have occurred if: (i) Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for and as a continuous period of not less than 12 monthsresult, Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank or the Company; or (iiiii) Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections 6(b) and (c) shall apply upon the termination of the Executive’s employment based on Disability. Upon the determination that Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days. (b) Executive shall be entitled to receive benefits under all short-term or long-term disability plans maintained by the Bank for its executives. To the extent such benefits are less than Executive’s Base Salary, the Bank shall pay Executive an amount equal to the difference between such disability plan benefits, Social Security disability benefits and the amount of Executive’s Base Salary for the longer of one (1) year following the termination of his employment due to Disability or the remaining term of this Agreement, which shall be payable in accordance with the regular payroll practices of the Bank. (c) The Bank shall cause to be continued life insurance coverage and non-taxable medical and dental coverage substantially comparable, as reasonably available, to the coverage maintained by the Bank for Executive and Executive’s dependents prior to the termination of his employment based on DisabilityDisability (in accordance with its customary co-pay percentages), except to the extent such coverage may be changed in its application to all Bank employees or not available on an individual basis to an employee terminated based on Disability. This coverage shall cease upon the earlier of (i) the date Executive returns to the full-time employment of the Bank; (ii) Executive’s full-time employment by another employer; or (iii) expiration twelve (12) months from the date of termination of Executive’s employment based on Disability. Nothing herein shall be construed to prevent Executive from continuing such coverage for the remainder of any applicable COBRA period at his own expense. If participation by the Executive is not permitted under the terms of an applicable plan (i.e., such as a group life insurance plan), the Bank shall provide Executive with reimbursement (payable on a monthly basis) of premiums paid by the Executive to obtain similar benefits for the period specified above; provided, however, that the reimbursement shall not exceed the cost of the remaining term of this Agreement; or (iv) Executive’s deathmonthly premiums for active employees. (dc) In the event of Executive’s death during the term of this Agreement, his estate, legal representatives or named beneficiaries (as directed by Executive in writing) shall be paid Executive’s Base Salary at the rate in effect at the time of Executive’s death in accordance with the regular payroll practices of the Bank for a period of one six (16) year months from the date of Executive’s death, and the Bank shall continue to provide non-taxable medical, and dental insurance benefits normally provided for Executive’s family (in accordance with its customary co-pay percentages) for twelve (12) months after Executive’s death. Such payments are in addition to any other life insurance benefits that Executive’s beneficiaries may be entitled to receive under any employee benefit plan maintained by the Bank for the benefit of Executive, including, but not limited to, the Bank’s tax-qualified retirement plans. In addition, the Bank shall continue to provide for twelve (12) months after Executive’s death non-taxable medical, dental and other insurance benefits substantially comparable to the coverage maintained by the Bank for Executive’s dependents prior to his death (in accordance with the customary co-pay percentages). Nothing herein shall be construed to prevent Executive’s eligible dependents from continuing such coverage for the remainder of any applicable COBRA period at their own expense.

TERMINATION FOR DISABILITY OR DEATH. (a) Termination of The Bank or Executive may terminate Executive’s employment based on after having established Executive’s Disability. For purposes of this Agreement, “Disability” shall be construed to comply with Section 409A of the Internal Revenue Code and shall be deemed to have occurred if: (i) Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months, Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank or the CompanyBank; or (iii) Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections 6(b) and (c) shall apply upon the termination of the Executive’s employment based on Disability. Upon the determination that Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days. (b) In the event of such Disability, Executive’s obligation to perform services under this Agreement will terminate. In the event of such termination, Executive shall be entitled continue to receive benefits under all short-term or long-term disability plans maintained by the Bank for its executives. To the extent such benefits are less than Executive’s his Base Salary, as defined in Section 3(a), at the Bank shall pay Executive an amount equal to rate in effect on the difference between such disability plan benefits, Social Security disability benefits and the amount Date of Executive’s Base Salary Termination for the longer period of one (1) year following the Date of Termination by reason of Disability. Such payments shall be reduced by the amount of any short- or long-term disability benefits payable to Executive under any disability program sponsored by the Company or the Bank, and if the disability insurance payments are excludable from Executive’s income for federal income tax purposes, such amounts due Executive under this Section 7(b), shall be tax adjusted, assuming a combined federal, state and city tax rate of 38%, for purposes of determining the reduction in the payments due under this Agreement to reflect the tax-free nature of the disability insurance payment. By way of illustration, a $100 tax-free disability insurance payment shall reduce the payment due under this Agreement by $161.30). In addition, in the event of termination of his employment due to Disability or Executive’s Disability, the remaining term Bank will continue to provide to Executive and his dependents for a period of this Agreementone (1) year, which shall be payable in accordance with the regular payroll practices of the Bank. (c) The Bank shall cause to be continued non-taxable medical medical, dental and dental coverage substantially comparable, as reasonably available, to the coverage maintained other health benefits that were provided by the Bank for to Executive and Executive’s family prior to the occurrence of Executive’s Disability, on the same terms (including cost to Executive) that were being provided to Executive immediately prior to the termination of his employment based on Disability, (except to the extent such coverage may be benefits are changed in its their application to all Bank continuing employees or not available on an individual basis to an employee terminated based on Disability. This coverage shall cease upon the earlier of (i) the date Executive returns to the full-time employment of the Bank; (ii) Executive’s full-time employment by another employer; (iii) expiration of the remaining term of this Agreement; or (iv) Executive’s death). (dc) In the event of Executive’s death during the term of this Agreement, his estate, legal representatives or named beneficiary or beneficiaries (as directed by Executive in writing) shall be paid Executive’s Base Salary Salary, as defined in Section 3(a), at the rate in effect at the time of Executive’s death in accordance with the regular payroll practices of the Bank for a period of one (1) year from the date of Executive’s death, and the Bank shall will continue to provide Executive’s family the same non-taxable medical, dental, and dental insurance other health benefits normally that were provided for by the Bank to Executive’s family (in accordance with its customary co-pay percentages) for twelve (12) months after immediately prior to Executive’s death, on the same terms, including cost, as if Executive were actively employed by the Bank, except to the extent the terms (including cost) of such benefits are changed in their application to all continuing employees of the Bank, such coverage to continue for a period of one (1) year after the date of Executive’s death. (d) If the Bank cannot provide one or more of the non-taxable medical, dental or other health benefits set forth in Subsection (b) or (c) above because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated would subject the Bank or Executive to penalties, then the Bank shall pay the Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits. Such payments are cash lump sum payment shall be made in addition to any other life insurance benefits that Executive’s beneficiaries may be entitled to receive under any employee benefit plan maintained by a lump sum within thirty (30) days after the date on which the Bank for the determines that it cannot provide such benefit of Executive, including, but not limited to, the Bank’s tax-qualified retirement plansdirectly.

TERMINATION FOR DISABILITY OR DEATH. (a) Termination of Executive’s employment based on “Disability” shall be construed to comply with Section 409A of the Internal Revenue Code and shall be deemed to have occurred if: (i) Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months, Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank or the Company; or (iii) Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections 6(b) and (c) shall apply upon the termination of the Executive’s employment based on Disability. Upon the determination that Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days. (b) Executive shall be entitled to receive benefits under all short-term or long-term disability plans maintained by the Bank for its executives. To the extent such benefits are less than Executive’s Base Salary, the Bank shall pay Executive an amount equal to the difference between such disability plan benefits, Social Security disability benefits and the amount of Executive’s Base Salary for the longer of one (1) year following the termination of his employment due to Disability or the remaining term of this AgreementDisability, which shall be payable in accordance with the regular payroll practices of the Bank. (c) The In addition to Section 6(b), the Bank shall cause to be continued non-taxable medical and dental coverage substantially comparable, as reasonably available, to the coverage maintained by the Bank for Executive prior to the termination of his employment based on Disability, except to the extent such coverage may be changed in its application to all Bank employees or not available on an individual basis to an employee terminated based on Disability. This coverage shall cease upon the earlier of (i) the date Executive returns to the full-time employment of the Bank; (ii) Executive’s full-time employment by another employer; (iii) expiration one (1) year following the termination of the remaining term of this Agreementhis employment due to Disability; or (iv) Executive’s death. (d) In the event of Executive’s death during the term of this Agreement, his estate, legal representatives or named beneficiaries (as directed by Executive in writing) shall be paid Executive’s Base Salary at the rate in effect at the time of Executive’s death in accordance with the regular payroll practices of the Bank for a period of one (1) year from the date of Executive’s death, and the Bank shall continue to provide non-taxable medical, medical and dental insurance benefits normally provided for Executive’s family (in accordance with its customary co-pay percentages) for twelve (12) months after Executive’s death. Such payments are in addition to any other life insurance benefits that Executive’s beneficiaries may be entitled to receive under any employee benefit plan maintained by the Bank for the benefit of Executive, including, but not limited to, the Bank’s tax-qualified retirement plans.

TERMINATION FOR DISABILITY OR DEATH. (a) Termination of Executive’s employment based on “Disability” shall be construed to comply with Section 409A of the Internal Revenue Code and shall be deemed to have occurred if: (i) Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months, Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank or the Company; or (iii) Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections 6(b) and (c) shall apply upon the termination of the Executive’s employment based on Disability. Upon the determination that Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days. (b) Executive shall be entitled to receive benefits Base Salary earned until the date of Executive’s termination of employment due to Disability, plus payment for unused vacation, personal leave, sick leave and other vested benefits, as well as payment under all short-term any short- or long-term disability plans plan maintained by the Bank for its executives. To the extent such benefits are less than Executive’s Base Salary, the Bank shall pay Executive an amount equal to the difference between such disability plan benefits, Social Security disability benefits and the amount of Executive’s Base Salary for the longer of one (1) year following the termination of his employment due to Disability or the remaining term of this Agreement, which shall be payable in accordance with the regular payroll practices of the Bank. (c) The Bank shall cause to be continued life, disability, and non-taxable medical and dental insurance coverage substantially comparable, as reasonably available, comparable to the coverage maintained by the Bank for the Executive prior to the termination of his employment based on Disability, except to the extent such coverage may be changed in its application to all Bank employees or not available on an individual basis to an employee terminated based on Disability. This coverage shall cease upon the earlier of (i) the date Executive returns to the full-time employment of the Bank; (ii) Executive’s full-time employment by another employer; or (iii) expiration of the remaining term of this Agreement; or (iv) Executive’s death. (d) In the event of Executive’s death during the term of this Agreement, his estate, legal representatives or named beneficiaries (as directed by Executive in writing) shall be paid Executive’s earned but unpaid Base Salary at the rate in effect at the time of through Executive’s death in accordance with the regular payroll practices of the Bank for a period of one (1) year from the date of Executive’s death, and the Bank shall continue to provide non-taxable pay all premiums for six (6) months following Executive’s date of death for medical, dental and dental other insurance benefits normally provided for Executive’s family (in accordance with its customary co-pay percentages) for twelve (12) months after Executive’s deathfamily. Such payments are in addition to any other life insurance benefits that Executive’s beneficiaries may be entitled to receive under any employee benefit plan maintained by the Bank for the benefit of Executive, including, but not limited to, the Bank’s life insurance and tax-qualified and non-qualified retirement plans.

TERMINATION FOR DISABILITY OR DEATH. (a) Termination of Executive’s employment based on “Disability” shall be construed to comply with Section 409A of the Internal Revenue Code and shall be deemed to have occurred if: (i) Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months, Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank or the CompanyBank’s holding company; or (iii) Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections 6(b) and (c) shall apply upon the termination of the Executive’s employment based on Disability. Upon the determination that Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days. (b) Executive shall be entitled to receive benefits under all short-term any short- or long-term disability plans plan maintained by the Bank for its executivesBank. To the extent such benefits are less than Executive’s Base Salary, the Bank shall pay Executive an amount equal to the difference between such disability plan benefits, Social Security disability benefits and the amount of Executive’s Base Salary for the longer of (i) the remaining term of this Agreement, or (ii) one (1) year following the termination of his employment due to Disability or the remaining term of this Agreement, which shall be payable in accordance with the regular payroll practices of the BankDisability. (c) The Bank shall cause to be continued life insurance coverage and non-taxable medical and dental coverage substantially comparable, as reasonably reasonable or customarily available, to the coverage maintained by the Bank for Executive prior to the termination of his employment based on Disability, except to the extent such coverage may be changed in its application to all Bank employees or not available on an individual basis to an employee terminated based on Disability. This coverage shall cease upon the earlier of (i) the date Executive returns to the full-time employment of the Bank; (ii) Executive’s full-time employment by another employer; (iii) expiration Executive attaining the age of the remaining term of this Agreement65; or (iv) Executive’s death. (d) In the event of Executive’s death during the term of this Agreement, his estate, legal representatives or named beneficiaries (as directed by Executive in writing) shall be paid Executive’s Base Salary at the rate in effect at the time of Executive’s death in accordance with the regular payroll practices of the Bank for a period of one (1) year from the date of Executive’s death, and the Bank shall continue to provide non-taxable medical, dental and dental other insurance benefits normally provided for Executive’s family (in accordance with its customary co-pay percentages) for twelve one (121) months year after Executive’s death. Such payments are in addition to any other life insurance benefits that Executive’s beneficiaries may be entitled to receive under any employee benefit plan maintained by the Bank for the benefit of Executive, including, but not limited to, the Bank’s tax-qualified retirement plans.

TERMINATION FOR DISABILITY OR DEATH. (a) Termination of Executive’s employment based on “Disability” shall be construed to comply with Section Code section 409A of the Internal Revenue Code and shall be deemed to have occurred if: if (i) the Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that which can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that which can be expected to result in death, or last for a continuous period of not less than 12 months, the Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank or the CompanyEmployer; or (iii) the Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections paragraph 6(b) and (c) shall apply upon the termination of the Executive’s employment based on for Disability. Upon the determination that Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days. (b) Executive shall be entitled participate in the short and long term disability plans and benefits offered by the Bank to receive senior executives, including, but not limited to, (i) long term disability income replacement benefits equal to no less than 60% of Executive’s base salary and bonus, based on Executive being unable to perform the required functions of Executive’s own occupation and (ii) supplemental retirement benefits under all short-term or a long-term disability plans maintained by program, such that, in the Bank event the Executive receives long term disability benefits, an additional amount will be credited for its executivesthe benefit of the Executive and will be paid at the time and in the form specified in the plan documents. To If Executive pays the extent premiums for such benefits are less than Executive’s Base Salarylong-term disability coverage on an after-tax basis, the Bank shall pay Executive an increase Executive’s base salary by the grossed up amount equal necessary in order to the difference between accommodate Executive’s payment of such disability plan benefitspremiums, Social Security disability benefits and the amount such that Executive’s net base salary is not decreased as a result of Executive’s Base Salary for the longer payment of one (1) year following the termination of his employment due to Disability or the remaining term of this Agreement, which shall be payable in accordance with the regular payroll practices of the Banksuch premiums on an after-tax basis. (c) The Bank shall Employer will cause to be continued continued, under the same cost-sharing arrangement as is in effect for active employees, life insurance and non-taxable medical and dental health insurance coverage substantially comparable, as reasonably reasonable or customarily available, to the coverage maintained by the Bank Employer for Executive prior to the his termination of his employment based on for Disability, except to the extent such coverage may be changed in its application to all Bank Employer employees or not available on an individual basis to an employee terminated based on for Disability. This coverage shall cease upon the earlier of (i) the date Executive returns to the full-time employment of the Bank; (ii) Executive’s full-time employment by another employer; (iiiii) expiration Executive attaining the age of the remaining term of this Agreement65; or (iviii) Executive’s death. Upon an termination of Executive’s employment due to Disability, the Executive shall have such rights as specified in any other employee benefit plans or programs maintained by the Employer, as may be in effect from time to time. (d) In the event of Executive’s death during the term of this the Agreement, his estate, legal representatives or named beneficiaries (as directed by Executive executive in writing) shall be paid a lump sum amount equal to two (2) times Executive’s Base Salary at the rate in effect at the time of Executive’s death in accordance with the regular payroll practices death, which will be paid within 30 days of the Bank for a period of one (1) year from the date of Executive’s death, and the Bank shall continue to provide non-taxable medical, and dental insurance benefits normally provided for Executive’s family (in accordance with its customary co-pay percentages) for twelve (12) months after Executive’s death. Such Any payment due Executive by reason of any life insurance benefit provided to him under a plan maintained by the Employer shall offset this obligation, but such payments are in addition to any other life insurance benefits that the Executive’s beneficiaries may be entitled to receive under any employee benefit plan maintained by the Bank Employer for the benefit of the Executive, including, but not limited to, the BankEmployer’s tax-qualified retirement plans, supplemental executive retirement plans (including any life insurance agreements related to the supplemental executive retirement plans).

TERMINATION FOR DISABILITY OR DEATH. (a) Termination of Executive’s employment based on “Disability” shall be construed to comply with Section 409A of the Internal Revenue Code and shall be deemed to have occurred if: (i) Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months, Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank or the Company; or (iii) Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections 6(b) and (c) shall apply upon the termination of the Executive’s employment based on Disability. Upon the determination that Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days. (b) Executive shall be entitled to receive benefits under all any short-term or long-term disability plans plan maintained by the Bank for its executivesBank. To the extent such benefits are less than Executive’s Base Salary, the Bank shall pay Executive an amount equal to the difference between such disability plan benefits, Social Security disability benefits and the amount of Executive’s Base Salary for the longer of one (1) year following the termination of his her employment due to Disability or the remaining term of this Agreement, which shall be payable in accordance with the regular payroll practices of the Bank. (c) The Bank shall cause to be continued life insurance coverage and non-taxable medical and dental coverage substantially comparable, as reasonably available, to the coverage maintained by the Bank for Executive prior to the termination of his her employment based on Disability, except to the extent such coverage may be changed in its application to all Bank employees or not available on an individual basis to an employee terminated based on Disability. This coverage shall cease upon the earlier of (i) the date Executive returns to the full-time employment of the Bank; (ii) Executive’s full-time employment by another employer; (iii) expiration of the remaining term of this Agreement; or (iv) Executive’s death. (d) In the event of Executive’s death during the term of this Agreement, his her estate, legal representatives or named beneficiaries (as directed by Executive in writing) shall be paid Executive’s Base Salary at the rate in effect at the time of Executive’s death in accordance with the regular payroll practices of the Bank for a period of one (1) year from the date of Executive’s death, and the Bank shall continue to provide non-taxable medical, dental and dental other insurance benefits normally provided for Executive’s family (in accordance with its customary co-pay percentages) for twelve (12) months after Executive’s death. Such payments are in addition to any other life insurance benefits that Executive’s beneficiaries may be entitled to receive under any employee benefit plan maintained by the Bank for the benefit of Executive, including, but not limited to, the Bank’s tax-qualified retirement plans.

TERMINATION FOR DISABILITY OR DEATH. (a) Termination of The Bank or Executive may terminate Executive’s employment based on after having established Executive’s Disability. For purposes of this Agreement, “Disability” shall be construed to comply with Section 409A of the Internal Revenue Code and shall be deemed to have occurred if: (i) Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months, Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank or the CompanyBank; or (iii) Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections 6(b) and (c) shall apply upon the termination of the Executive’s employment based on Disability. Upon the determination that Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days. (b) In the event of such Disability, Executive’s obligation to perform services under this Agreement will terminate. In the event of such termination, Executive shall be entitled continue to receive benefits under all short-term or long-term disability plans maintained by the Bank for its executives. To the extent such benefits are less than Executive’s his Base Salary, as defined in Section 3(a), at the Bank shall pay Executive an amount equal to rate in effect on the difference between such disability plan benefits, Social Security disability benefits and the amount Date of Executive’s Base Salary Termination for the longer period of one (1) year following the Date of Termination by reason of Disability. Such payments shall be reduced by the amount of any short- or long-term disability benefits payable to Executive under any disability program sponsored by the Company or the Bank, and if the disability insurance payments are excludable from Executive’s income for federal income tax purposes, such amounts due Executive under this Section 7(b), shall be tax adjusted, assuming a combined federal, state and city tax rate of 38%, for purposes of determining the reduction in the payments due under this Agreement to reflect the tax-free nature of the disability insurance payment. By way of illustration, a $100 tax-free disability insurance payment shall reduce the payment due under this Agreement by $161.30. In addition, in the event of termination of his employment due to Disability or Executive’s Disability, the remaining term Bank will continue to provide to Executive and his dependents for a period of this Agreementone (1) year, which shall be payable in accordance with the regular payroll practices of the Bank. (c) The Bank shall cause to be continued non-taxable medical medical, dental and dental coverage substantially comparable, as reasonably available, to the coverage maintained other health benefits that were provided by the Bank for to Executive and Executive’s family prior to the occurrence of Executive’s Disability, on the same terms (including cost to Executive) that were being provided to Executive immediately prior to the termination of his employment based on Disability, (except to the extent such coverage may be benefits are changed in its their application to all Bank continuing employees or not available on an individual basis to an employee terminated based on Disability. This coverage shall cease upon the earlier of (i) the date Executive returns to the full-time employment of the Bank; (ii) Executive’s full-time employment by another employer; (iii) expiration of the remaining term of this Agreement; or (iv) Executive’s death). (dc) In the event of Executive’s death during the term of this Agreement, his estate, legal representatives or named beneficiary or beneficiaries (as directed by Executive in writing) shall be paid Executive’s Base Salary Salary, as defined in Section 3(a), at the rate in effect at the time of Executive’s death in accordance with the regular payroll practices of the Bank for a period of one (1) year from the date of Executive’s death, and the Bank shall will continue to provide Executive’s family the same non-taxable medical, dental, and dental insurance other health benefits normally that were provided for by the Bank to Executive’s family (in accordance with its customary co-pay percentages) for twelve (12) months after immediately prior to Executive’s death. Such payments , on the same terms, including cost, as if Executive were actively employed by the Bank, except to the extent the terms (including cost) of such benefits are changed in addition their application to any other life insurance benefits that all continuing employees of the Bank, such coverage to continue for a period of one (1) year after the date of Executive’s beneficiaries may death. (d) If the Bank cannot provide one or more of the non-taxable medical, dental or other health benefits set forth in Subsection (b) or (c) above because Executive is no longer an employee or in the event of the Executive’s death, the benefits extend beyond the applicable COBRA period for the Executive’s dependent(s), or applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated would subject the Bank or Executive (or Executive’s dependent(s), as applicable) to penalties, then the Bank shall pay the Executive (or his dependent(s)) a cash lump sum payment reasonably estimated to be entitled equal to receive under any employee benefit plan maintained the value of such benefits with value to be determined by the Bank policy premium paid for such coverage by the benefit of ExecutiveBank, including, but not limited toor for self insured benefits provided by the Bank, the Bank’s tax-qualified retirement plansfully equivalent rate(s) provided by the insurance provider(s), as applicable, within thirty (30) days after the date on which the Bank determines that it cannot provide such benefit directly. Notwithstanding the foregoing, if making a lump sum payment for any portion of such amount would violate Code Section 409A as an “impermissible acceleration,” then such portion would be paid to the Executive or his dependent(s) at the same time and in the same manner as the premiums for such benefit(s) would otherwise have been paid.

TERMINATION FOR DISABILITY OR DEATH. (a) Termination of Executive’s 's employment based on “"Disability” " shall be construed to comply with Section 409A of the Internal Revenue Code and shall be deemed to have occurred if: (i) Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months, Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank or the Company; or (iii) Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections 6(b) and (c) shall apply upon the termination of the Executive’s 's employment based on Disability. For the avoidance of doubt, if an Executive receives benefits under Sections 6(b) and 6(c) of this Agreement, the Executive (and beneficiary, as applicable) shall not be entitled to any other benefits under this Agreement, including the death benefits in Section 6(d) of this Agreement, in the event the Executive dies during the term of Disability. Upon the determination that Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days. (b) Executive shall be entitled to receive benefits under all any short-term or long-term disability plans plan maintained by the Bank for its executivesBank. To the extent such benefits are less than Executive’s 's Base Salary, the Bank shall pay Executive an amount equal to the difference between such disability plan benefits, Social Security disability benefits and the amount of Executive’s 's Base Salary for the longer of one (1) year following the termination of his employment due to Disability or the remaining term of this Agreement, which shall be payable in accordance with the regular payroll practices of the Bank. (c) The Bank shall cause to be continued life insurance coverage and non-taxable medical and dental coverage substantially comparable, as reasonably available, to the coverage maintained by the Bank for Executive prior to the termination of his employment based on Disability, except to the extent such coverage may be changed in its application to all Bank employees or not available on an individual basis to an employee terminated based on Disability. This coverage shall cease upon the earlier of (i) the date Executive returns to the full-time employment of the Bank; (ii) Executive’s 's full-time employment by another employer; (iii) expiration of the remaining term of this Agreement; or (iv) Executive’s 's death. (d) In the event of Executive’s 's death during the term of this Agreement, his estate, legal representatives or named beneficiaries (as directed by Executive in writing) shall be paid Executive’s 's Base Salary at the rate in effect at the time of Executive’s 's death in accordance with the regular payroll practices of the Bank for a period of one (1) year from the date of Executive’s 's death, and the Bank shall continue to provide non-taxable medical, dental and dental other insurance benefits normally provided for Executive’s 's family (in accordance with its customary co-pay percentages) for twelve (12) months after Executive’s 's death. Such payments are in addition to any other life insurance benefits that Executive’s 's beneficiaries may be entitled to receive under any employee benefit plan maintained by the Bank for the benefit of Executive, including, but not limited to, the Bank’s 's tax-qualified retirement plans.

TERMINATION FOR DISABILITY OR DEATH. (a) Termination of Executive’s employment based on “Disability” shall be construed to comply with Section 409A of the Internal Revenue Code and shall be deemed to have occurred if: (i) Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months, Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank or the Company; or (iii) Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections 6(b) and (c) shall apply upon the termination of the Executive’s employment based on Disability. For the avoidance of doubt, if an Executive receives benefits under Sections 6(b) and 6(c) of this Agreement, the Executive (and beneficiary, as applicable) shall not be entitled to any other benefits under this Agreement, including the death benefits in Section 6(d) of this Agreement, in the event the Executive dies during the term of Disability. Upon the determination that Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days. (b) Executive shall be entitled to receive benefits under all any short-term or long-term disability plans plan maintained by the Bank for its executivesBank. To the extent such benefits are less than Executive’s Base Salary, the Bank shall pay Executive an amount equal to the difference between such disability plan benefits, Social Security disability benefits and the amount of Executive’s Base Salary for the longer of one (1) year following the termination of his employment due to Disability or the remaining term of this Agreement, which shall be payable in accordance with the regular payroll practices of the Bank. (c) The Bank shall cause to be continued life insurance coverage and non-taxable medical and dental coverage substantially comparable, as reasonably available, to the coverage maintained by the Bank for Executive prior to the termination of his employment based on Disability, except to the extent such coverage may be changed in its application to all Bank employees or not available on an individual basis to an employee terminated based on Disability. This coverage shall cease upon the earlier of (i) the date Executive returns to the full-time employment of the Bank; (ii) Executive’s full-time employment by another employer; (iii) expiration of the remaining term of this Agreement; or (iv) Executive’s death. (d) In the event of Executive’s death during the term of this Agreement, his estate, legal representatives or named beneficiaries (as directed by Executive in writing) shall be paid Executive’s Base Salary at the rate in effect at the time of Executive’s death in accordance with the regular payroll practices of the Bank for a period of one (1) year from the date of Executive’s death, and the Bank shall continue to provide non-taxable medical, dental and dental other insurance benefits normally provided for Executive’s family (in accordance with its customary co-pay percentages) for twelve (12) months after Executive’s death. Such payments are in addition to any other life insurance benefits that Executive’s beneficiaries may be entitled to receive under any employee benefit plan maintained by the Bank for the benefit of Executive, including, but not limited to, the Bank’s tax-qualified retirement plans.

TERMINATION FOR DISABILITY OR DEATH. (a) Termination of Executive’s 's employment based on “"Disability” " shall be construed to comply with Section 409A of the Internal Revenue Code and shall be deemed to have occurred if: (i) Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 twelve (12) months; (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 twelve (12) months, Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank or the Company; or (iii) Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections 6(b) and (c) shall apply upon the termination of the Executive’s 's employment based on Disability. Upon the determination that Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days. (b) Executive shall be entitled to receive benefits Base Salary earned until the date of Executive's termination of employment due to Disability, plus payment for unused vacation, personal leave, sick leave and other vested benefits, as well as payment under all short-term any short- or long-term disability plans plan maintained by the Bank for its executives. To the extent such benefits are less than Executive’s Base Salary, the Bank shall pay Executive an amount equal to the difference between such disability plan benefits, Social Security disability benefits and the amount of Executive’s Base Salary for the longer of one (1) year following the termination of his employment due to Disability or the remaining term of this Agreement, which shall be payable in accordance with the regular payroll practices of the Bank. (c) The Bank shall cause to be continued life, disability, and non-taxable medical and dental insurance coverage substantially comparable, as reasonably available, comparable to the coverage maintained by the Bank for the Executive prior to the termination of his employment based on Disability, except to the extent such coverage may be changed in its application to all Bank employees or not available on an individual basis to an employee terminated based on Disability. This coverage shall cease upon the earlier of (i) the date Executive returns to the full-time employment of the Bank; (ii) Executive’s 's full-time employment by another employer; or (iii) expiration of the remaining term of this Agreement; or (iv) Executive’s 's death. (d) In the event of Executive’s 's death during the term of this Agreement, his estate, legal representatives or named beneficiaries (as directed by Executive in writing) shall be paid Executive’s 's earned but unpaid Base Salary at the rate in effect at the time of through Executive’s death in accordance with the regular payroll practices of the Bank for a period of one (1) year from the 's date of Executive’s death, and the Bank Employer shall continue to provide non-taxable pay all premiums for six (6) months following Executive's date of death for medical, dental and dental other insurance benefits normally provided for Executive’s family (in accordance with its customary co-pay percentages) for twelve (12) months after Executive’s death's family. Such payments are in addition to any other life insurance benefits that Executive’s 's beneficiaries may be entitled to receive under any employee benefit plan maintained by the Bank for the benefit of Executive, including, but not limited to, the Bank’s 's life insurance and tax-qualified and non-qualified retirement plans.

TERMINATION FOR DISABILITY OR DEATH. (a) Termination of Executive’s employment based on “Disability” shall be construed to comply with Section 409A of the Internal Revenue Code and shall be deemed to have occurred if: (i) Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 twelve (12) months; (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 twelve (12) months, Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank or the CompanyEmployer; or (iii) Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections 6(b) and (c) shall apply upon the termination of the Executive’s employment based on Disability. Upon the determination that Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days. (b) Executive shall be entitled to receive benefits Base Salary earned until the date of Executive’s termination of employment due to Disability, plus payment for unused vacation, personal leave, sick leave and other vested benefits, as well as payment under all short-term any short- or long-term disability plans plan maintained by the Bank for its executives. To the extent such benefits are less than Executive’s Base SalaryEmployer, the Bank shall pay Executive an amount equal to the difference between such disability plan benefits, Social Security disability benefits and the amount net of Executive’s Base Salary for the longer of one (1) year following the termination of his employment due to Disability or the remaining term of this Agreement, which shall be payable in accordance with the regular payroll practices of the Bankapplicable taxes. (c) The Bank Employer shall cause to be continued life, disability, and non-taxable medical and dental insurance coverage substantially comparable, as reasonably available, comparable to the coverage maintained by the Bank Employer for the Executive prior to the termination of his employment based on Disability, except to the extent such coverage may be changed in its application to all Bank employees of the Employer or not available on an individual basis to an employee terminated based on Disability. This coverage shall cease upon the earlier of (i) the date Executive returns to the full-time employment of the BankEmployer; (ii) Executive’s full-time employment by another employer; or (iii) expiration of the remaining term of this Agreement; or (iv) Executive’s death. (d) In the event of Executive’s death during the term of this Agreement, his estate, legal representatives or named beneficiaries (as directed by Executive in writing) shall be paid Executive’s earned but unpaid Base Salary at the rate in effect at the time of through Executive’s death in accordance with the regular payroll practices of the Bank for a period of one (1) year from the date of Executive’s death, and the Bank Employer shall continue to provide non-taxable pay all premiums for six (6) months following Executive’s date of death for medical, dental and dental other insurance benefits normally provided for Executive’s family (in accordance with its customary co-pay percentages) for twelve (12) months after Executive’s deathfamily. Such payments are in addition to any other life insurance benefits that Executive’s beneficiaries may be entitled to receive under any employee benefit plan maintained by the Bank Employer for the benefit of Executive, including, but not limited to, the BankEmployer’s life insurance and tax-qualified and non-qualified retirement plans.

TERMINATION FOR DISABILITY OR DEATH. (a) Termination of Executive’s employment based on “Disability” shall be construed to comply with Section Code section 409A of the Internal Revenue Code and shall be deemed to have occurred if: if (i) the Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that which can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that which can be expected to result in death, or last for a continuous period of not less than 12 months, the Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank or the CompanyBank; or (iii) the Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections paragraph 6(b) and (c) shall apply upon the termination of the Executive’s employment based on for Disability. Upon the determination that Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days. (b) The Executive shall be entitled to receive benefits under all short-term any short or long-long term disability plans plan maintained by the Bank for its executivesBank. To the extent such benefits are less than the Executive’s Base Salary, the Bank shall will pay Executive an amount equal to the difference between such disability plan benefits, Social Security disability benefits and the amount of Executive’s Base Salary for the longer of one (1i) year following the termination of his employment due to Disability or the remaining term of this Agreement, which the Agreement or (ii) one year following his termination of employment due to Disability. Any payments required hereunder shall be payable in accordance with monthly installments and shall commence within 30 days following the regular payroll practices of the Bankdate on which Executive is determined to be Disabled. (c) The Bank shall will cause to be continued life insurance and non-taxable medical medical, dental and dental vision coverage substantially comparable, as reasonably reasonable or customarily available, to the coverage maintained by the Bank for Executive prior to the his termination of his employment based on for Disability, except to the extent such coverage may be changed in its application to all Bank employees or not available on an individual basis to an employee terminated based on for Disability. This coverage shall cease upon the earlier of (i) the date Executive returns to the full-time employment of the Bank; (ii) Executive’s full-time employment by another employer; (iii) expiration Executive attaining the age of the remaining term of this Agreement65; or (iv) Executive’s death. (d) In the event of Executive’s death during the term of this the Agreement, his estate, legal representatives or named beneficiaries (as directed by Executive executive in writing) shall be paid Executive’s Base Salary as defined in paragraph 3(a) at the rate in effect at the time of Executive’s death in accordance with the regular payroll practices of the Bank for a period of one (1) year from the date of Executive’s death, and the Bank shall will continue to provide non-taxable medical, dental, vision and dental other insurance benefits normally provided for Executive’s family (in accordance with its customary co-pay percentages) for twelve one (121) months year after Executive’s death. Such payments are in addition to any other life insurance benefits that the Executive’s beneficiaries may be entitled to receive under any employee benefit plan maintained by the Bank for the benefit of the Executive, including, but not limited to, the Bank’s tax-qualified retirement plansplans and the Executive Salary Continuation Agreement (SERP).

TERMINATION FOR DISABILITY OR DEATH. (a) Termination of Executive’s employment based on “Disability” shall be construed to comply with Section 409A of the Internal Revenue Code and shall be deemed to have occurred if: (i) Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months, Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank Association or the Company; or (iii) Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections 6(b) and (c) shall apply upon the termination of the Executive’s employment based on Disability. Upon the determination that Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days. (b) Executive shall be entitled to receive benefits under all any short-term or long-term disability plans plan maintained by the Bank for its executivesAssociation. To the extent such benefits are less than Executive’s Base Salary, the Bank Association shall pay Executive an amount equal to the difference between such disability plan benefits, Social Security disability benefits and the amount of Executive’s Base Salary for the longer of one (1) year following the termination of his employment due to Disability or the remaining term of this Agreement, which shall be payable in accordance with the regular payroll practices of the BankAssociation. (c) The Bank Association shall cause to be continued life insurance coverage and non-taxable medical and dental coverage substantially comparable, as reasonably reasonable available, to the coverage maintained by the Bank Association for Executive prior to the termination of his employment based on Disability, except to the extent such coverage may be changed in its application to all Bank Association employees or not available on an individual basis to an employee terminated based on Disability. This coverage shall cease upon the earlier of (i) the date Executive returns to the full-time employment of the BankAssociation; (ii) Executive’s full-time employment by another employer; (iii) expiration of the remaining term of this Agreement; or (iv) Executive’s death. Notwithstanding the foregoing, if the Insurance Coverage is not permitted by applicable law (including, but not limited to, laws prohibiting discriminating in favor of highly compensated employees) or to the extent such coverage will result in an excise tax or additional tax to the Company, Association or Executive (other than ordinary income tax), the Association shall pay the Executive a lump sum payment equal to the monthly premiums payable by the Executive to obtain similar benefits, with such payment made within ten (10) days of the Executive’s Separation from Service, to the extent that such payment does not violate the Insurance Coverage restrictions (other than ordinary income tax). (d) In the event of Executive’s death during the term of this Agreement, his estate, legal representatives or named beneficiaries (as directed by Executive in writing) shall be paid Executive’s Base Salary at the rate in effect at the time of Executive’s death in accordance with the regular payroll practices of the Bank Association for a period of one (1) year from the date of Executive’s death, and the Bank Association shall continue to provide non-taxable medical, dental and dental other insurance benefits normally provided for Executive’s family (in accordance with its customary co-pay percentages) for twelve (12) months after Executive’s death. Such payments are in addition to any other life insurance benefits that Executive’s beneficiaries may be entitled to receive under any employee benefit plan maintained by the Bank Association for the benefit of Executive, including, but not limited to, the BankAssociation’s tax-qualified retirement plans.

TERMINATION FOR DISABILITY OR DEATH. (a) Termination of The Bank or Executive may terminate Executive’s employment based on after having established Executive’s Disability. For purposes of this Agreement, “Disability” shall be construed to comply with Section 409A of the Internal Revenue Code and shall be deemed to have occurred if: (i) Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months, Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank or the CompanyBank; or (iii) Executive is determined to be totally disabled by the Social Security Administration. The provisions As a condition to any benefits, the Chief Executive Officer may require Executive to submit to such physical or mental evaluations and tests as the Chief Executive Officer deems reasonably appropriate, at the Bank’s expense. In the event of Sections 6(b) and (c) shall apply upon the termination of the Executive’s employment based on Disability. Upon the determination that Executive has suffered a such Disability, disability payments hereunder shall commence within thirty (30) days. (b) Executive shall be entitled to receive benefits under all short-term any short or long-term disability plans plan maintained by the Bank for its executivesBank. To the extent that such benefits are less than Executive’s Base Salary, the Bank shall pay Executive an amount equal to the difference between such disability plan benefits, Social Security disability benefits and the amount of Executive’s Base Salary for the longer remaining term of one (1) year the Agreement, following the termination of his Executive’s employment due to Disability. Accordingly, any payments required hereunder shall commence within thirty (30) days from the Date of Termination due to Disability or the remaining term of this Agreement, which shall and be payable in accordance with the regular payroll practices of the Bankmonthly installments. (c) The Bank shall cause to be continued non-taxable medical and dental coverage substantially comparable, as reasonably available, to the coverage maintained by the Bank for Executive prior to the termination of his employment based on Disability, except to the extent such coverage may be changed in its application to all Bank employees or not available on an individual basis to an employee terminated based on Disability. This coverage shall cease upon the earlier of (i) the date Executive returns to the full-time employment of the Bank; (ii) Executive’s full-time employment by another employer; (iii) expiration of the remaining term of this Agreement; or (iv) Executive’s death. (db) In the event of Executive’s death during the term of this Agreement, his estate, legal representatives or named beneficiary or beneficiaries (as directed by Executive in writing) shall be paid Executive’s Base Salary Salary, at the rate in effect at the time of Executive’s death in accordance with for the regular payroll practices remainder of the Bank for a period of one (1) year from then-current term, which payments shall commence within thirty days following the date of Executive’s death, and the Bank shall continue to provide non-taxable medical, and dental insurance benefits normally provided for Executive’s family (in accordance with its customary co-pay percentages) for twelve (12) months after Executive’s death. Such payments are in addition to any other life insurance benefits that Executive’s beneficiaries may be entitled to receive under any employee benefit plan maintained by the Bank for the benefit of Executive, including, but not limited to, the Bank’s tax-qualified retirement plans.

TERMINATION FOR DISABILITY OR DEATH. (a) The provisions of Sections 6(b) and 6(c) shall apply upon the termination of the Executive’s employment based on Disability. Section 6(d) shall apply in the event of the Executive’s death during the term of this Agreement. (b) Termination of Executive’s employment based on “Disability” shall be construed to comply with Section 409A of the Internal Revenue Code and shall be deemed to have occurred if: (i) Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months, Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank Association or the Company; or (iii) Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections 6(b) and (c) shall apply upon the termination of the Executive’s employment based on Disability. Upon the determination that Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days. (bc) Upon the termination of the Executive’s employment due to Disability, Executive shall be entitled to receive benefits under all any short-term or long-term disability plans plan maintained by the Bank for its executivesAssociation. To the extent such benefits are less than eighty percent (80%) of Executive’s Base Salary, the Bank Association shall pay Executive an amount equal to the difference between such disability plan benefits, Social Security disability benefits and the amount eighty percent (80%) of Executive’s Base Salary for the longer of one (1) year following the termination of his her employment due to Disability or the remaining term of this AgreementDisability, which shall be payable in accordance with the regular payroll practices of the Bank. (c) The Bank shall cause to be continued non-taxable medical and dental coverage substantially comparable, as reasonably available, to the coverage maintained by the Bank for Executive prior to the termination of his employment based on Disability, except to the extent such coverage may be changed in its application to all Bank employees or not available on an individual basis to an employee terminated based on Disability. This coverage shall cease upon the earlier of (i) the date Executive returns to the full-time employment of the Bank; (ii) Executive’s full-time employment by another employer; (iii) expiration of the remaining term of this Agreement; or (iv) Executive’s deathAssociation. (d) In the event of Executive’s death during the term of this Agreement, his her estate, legal representatives or named beneficiaries (as directed by Executive in writing) shall be paid Executive’s Base Salary at the rate in effect at the time of Executive’s death in accordance with the regular payroll practices of the Bank for a period of one (1) year from the date of Executive’s death, and the Bank shall continue to provide non-taxable medical, and dental insurance benefits normally provided for Executive’s family (in accordance with its customary co-pay percentages) for twelve (12) months after Executive’s death. Such payments are in addition to receive any other life insurance benefits that Executive’s beneficiaries may be entitled to receive under any employee benefit plan maintained by the Bank Association for the benefit of the Executive, including, but not limited to. To the extent such benefits are less than twelve (12) months of Executive’s Base Salary, the BankAssociation shall pay an amount equal to the difference between such life insurance benefits and twelve months of Executive’s tax-qualified retirement plansBase Salary by lump sum within thirty (30) days of the date of death.

TERMINATION FOR DISABILITY OR DEATH. (a) Termination of Executive’s employment based on “Disability” or “Disabled” shall be construed to comply with Code Section 409A of the Internal Revenue Code and shall be deemed to have occurred if: (i) Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months, Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank Association or the Company; or (iii) Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections paragraph 6(b) and (c) shall apply upon the termination Executive’s employment for Disability. (b) In the event of Executive’s Disability, Executive shall receive a Disability benefit equal to sixty percent (60%) of the Executive’s employment based rate of Base Salary, payable no less frequently than monthly, on Disabilitythe effective date the Executive is determined to be Disabled under any plan of the Association or Company providing Disability benefits to the Executive. Upon If the determination that Executive’s Disability benefit is less than sixty percent (60%) of Executive’s rate of Base Salary on the effective date the Executive has suffered a Disabilityis determined to be Disabled, disability the Association will pay Executive the difference between sixty percent (60%) of the Executive’s rate of Base Salary on the effective date the Executive is determined to be Disabled and the amount actually paid under said Disability plan. Notwithstanding anything to the contrary herein, no payments shall be made hereunder which would violate Code Section 409A. Accordingly, any payments required hereunder shall commence within thirty (30) days. (b) Executive shall be entitled to receive benefits under all short-term or long-term disability plans maintained by days from the Bank for its executives. To the extent such benefits are less than Executive’s Base Salary, the Bank shall pay Executive an amount equal to the difference between such disability plan benefits, Social Security disability benefits and the amount date of determination of Executive’s Base Salary for the longer of one (1) year following the termination of his employment due to Disability or the remaining term of this Agreement, which and shall be payable in accordance with paid no less frequently than monthly during the regular payroll practices of the Bankperiod that Executive is Disabled. (c) The Bank shall cause Executive will be entitled to be elect continued non-taxable medical and dental health care coverage substantially comparableduring Disability, in accordance with the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as reasonably available, to the coverage maintained by the Bank for Executive prior to the termination of his employment based on Disability, except to the extent such coverage may be changed in its application to all Bank employees or not available on an individual basis to an employee terminated based on Disability. This coverage shall cease upon the earlier of amended (i) the date Executive returns to the full-time employment of the Bank; (ii) Executive’s full-time employment by another employer; (iii) expiration of the remaining term of this Agreement; or (iv) Executive’s death“COBRA”). (d) In the event of Executive’s death during the term of this Agreement, his estate, legal representatives or named beneficiaries (as directed by Executive in writing) shall be paid Executive’s Base Salary at the rate in effect at the time of Executive’s death in accordance with the regular payroll practices of the Bank for a period of one (1) year from the date of Executive’s death, and the Bank shall Association will continue to provide non-taxable family medical, dental and dental other non-taxable insurance benefits normally provided for Executive’s family for one (in accordance with its customary co-pay percentages1) for twelve (12) months year after Executive’s death. Such payments are in addition to any other life insurance benefits that Executive’s beneficiaries may be entitled to receive under any employee benefit plan maintained by the Bank for the benefit of Executive, including, but not limited to, the Bank’s tax-qualified retirement plans.

TERMINATION FOR DISABILITY OR DEATH. (a) The provisions of Sections 6(b) and 6(c) shall apply upon the termination of the Executive’s employment based on Disability. Section 6(d) shall apply in the event of the Executive’s death during the term of this Agreement. (b) Termination of Executive’s employment based on “Disability” shall be construed to comply with Section 409A of the Internal Revenue Code and shall be deemed to have occurred if: (i) Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months, Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank Association or the Company; or (iii) Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections 6(b) and (c) shall apply upon the termination of the Executive’s employment based on Disability. Upon the determination that Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days. (bc) Upon the termination of the Executive’s employment due to Disability, Executive shall be entitled to receive benefits under all any short-term or long-term disability plans plan maintained by the Bank for its executivesAssociation. To the extent such benefits are less than eighty percent (80%) of Executive’s Base Salary, the Bank Association shall pay Executive an amount equal to the difference between such disability plan benefits, Social Security disability benefits and the amount eighty percent (80%) of Executive’s Base Salary for the longer of one (1) year following the termination of his employment due to Disability or the remaining term of this AgreementDisability, which shall be payable in accordance with the regular payroll practices of the Bank. (c) The Bank shall cause to be continued non-taxable medical and dental coverage substantially comparable, as reasonably available, to the coverage maintained by the Bank for Executive prior to the termination of his employment based on Disability, except to the extent such coverage may be changed in its application to all Bank employees or not available on an individual basis to an employee terminated based on Disability. This coverage shall cease upon the earlier of (i) the date Executive returns to the full-time employment of the Bank; (ii) Executive’s full-time employment by another employer; (iii) expiration of the remaining term of this Agreement; or (iv) Executive’s deathAssociation. (d) In the event of Executive’s death during the term of this Agreement, his estate, legal representatives or named beneficiaries (as directed by Executive in writing) shall be paid Executive’s Base Salary at the rate in effect at the time of Executive’s death in accordance with the regular payroll practices of the Bank for a period of one (1) year from the date of Executive’s death, and the Bank shall continue to provide non-taxable medical, and dental insurance benefits normally provided for Executive’s family (in accordance with its customary co-pay percentages) for twelve (12) months after Executive’s death. Such payments are in addition to receive any other life insurance benefits that Executive’s beneficiaries may be entitled to receive under any employee benefit plan maintained by the Bank Association for the benefit of the Executive, including, but not limited to. To the extent such benefits are less than twelve (12) months of Executive’s Base Salary, the BankAssociation shall pay an amount equal to the difference between such life insurance benefits and twelve months of Executive’s tax-qualified retirement plansBase Salary by lump sum within thirty (30) days of the date of death.

TERMINATION FOR DISABILITY OR DEATH. (a) Termination of Executive’s employment based on “Disability” shall be construed to comply with Section Code section 409A of the Internal Revenue Code and shall be deemed to have occurred if: if (i) the Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that which can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that which can be expected to result in death, or last for a continuous period of not less than 12 months, the Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank or the CompanyEmployer; or (iii) the Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections paragraph 6(b) and (c) shall apply upon the termination of the Executive’s employment based on for Disability. Upon the determination that Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days. (b) The Executive shall be entitled to receive benefits under all short-term any short or long-long term disability plans plan maintained by the Bank for its executivesEmployer. To the extent such benefits are less than the Executive’s Base Salary, the Bank shall Employer will pay Executive an amount equal to the difference between such disability plan benefits, Social Security disability benefits and the amount of Executive’s Base Salary for the longer of one (1i) year following the termination of his employment due to Disability or the remaining term of this Agreement, which the Agreement or (ii) one year following his termination of employment due to Disability. Any payments required hereunder shall be payable in accordance with monthly installments and shall commence within 30 days following the regular payroll practices of the Bankdate on which Executive is determined to be Disabled. (c) The Bank shall Employer will cause to be continued life insurance and non-taxable medical medical, dental and dental vision coverage substantially comparable, as reasonably reasonable or customarily available, to the coverage maintained by the Bank Employer for Executive prior to the his termination of his employment based on for Disability, except to the extent such coverage may be changed in its application to all Bank Employer employees or not available on an individual basis to an employee terminated based on for Disability. This coverage shall cease upon the earlier of (i) the date Executive returns to the full-time employment of the BankEmployer; (ii) Executive’s full-time employment by another employer; (iii) expiration Executive attaining the age of the remaining term of this Agreement65; or (iv) Executive’s death. (d) In . If the event of Executive’s death during the term of this Agreement, his estate, legal representatives Bank cannot provide one or named beneficiaries (as directed by Executive in writing) shall be paid Executive’s Base Salary at the rate in effect at the time of Executive’s death in accordance with the regular payroll practices more of the Bank for a period of one (1) year from the date of Executive’s deathbenefits set forth in this paragraph because Executive is no longer an employee, and the Bank shall continue to provide non-taxable medical, applicable rules and dental insurance benefits normally provided for Executive’s family regulations (in accordance with its customary co-pay percentages) for twelve (12) months after Executive’s death. Such payments are in addition to any other life insurance benefits that Executive’s beneficiaries may be entitled to receive under any employee benefit plan maintained by the Bank for the benefit of Executive, including, but not limited toto the Affordable Care Act) prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank’s tax-qualified retirement plans.Bank to penalties, then the Bank shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such

TERMINATION FOR DISABILITY OR DEATH. (a) Termination of Executive’s employment based on “Disability” shall be construed to comply with Section Code section 409A of the Internal Revenue Code and shall be deemed to have occurred if: if (i) the Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that which can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that which can be expected to result in death, or last for a continuous period of not less than 12 months, the Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank or the CompanyBank; or (iii) the Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections paragraph 6(b) and (c) shall apply upon the termination of the Executive’s employment based on for Disability. Upon the determination that Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days. (b) The Executive shall be entitled to receive benefits under all short-term any short or long-long term disability plans plan maintained by the Bank for its executivesBank. To the extent such benefits are less than the Executive’s Base Salary, the Bank shall will pay Executive an amount equal to the difference between such disability plan benefits, Social Security disability benefits and the amount of Executive’s Base Salary for the longer of one (1i) year following the termination of his employment due to Disability or the remaining term of this Agreement, which the Agreement or (ii) one year following her termination of employment due to Disability. Any payments required hereunder shall be payable in accordance with monthly installments and shall commence within 30 days following the regular payroll practices of the Bankdate on which Executive is determined to be Disabled. (c) The Bank shall will cause to be continued life insurance and non-taxable medical medical, dental and dental vision coverage substantially comparable, as reasonably reasonable or customarily available, to the coverage maintained by the Bank for Executive prior to the her termination of his employment based on for Disability, except to the extent such coverage may be changed in its application to all Bank employees or not available on an individual basis to an employee terminated based on for Disability. This coverage shall cease upon the earlier of (i) the date Executive returns to the full-time employment of the Bank; (ii) Executive’s full-time employment by another employer; (iii) expiration Executive attaining the age of the remaining term of this Agreement65; or (iv) Executive’s death. (d) In the event of Executive’s death during the term of this the Agreement, his her estate, legal representatives or named beneficiaries (as directed by Executive executive in writing) shall be paid Executive’s Base Salary as defined in paragraph 3(a) at the rate in effect at the time of Executive’s death in accordance with the regular payroll practices of the Bank for a period of one (1) year from the date of Executive’s death, and the Bank shall will continue to provide non-taxable medical, dental, vision and dental other insurance benefits normally provided for Executive’s family (in accordance with its customary co-pay percentages) for twelve one (121) months year after Executive’s death. Such payments are in addition to any other life insurance benefits that the Executive’s beneficiaries may be entitled to receive under any employee benefit plan maintained by the Bank for the benefit of the Executive, including, but not limited to, the Bank’s tax-qualified retirement plansplans and the Executive Salary Continuation Agreement (SERP).

TERMINATION FOR DISABILITY OR DEATH. (a) Termination of Executive’s 's employment based on “"Disability” " shall be construed to comply with Section Code section 409A of the Internal Revenue Code and shall be deemed to have occurred if: if (i) the Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that which can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that which can be expected to result in death, or last for a continuous period of not less than 12 months, the Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank or the CompanyBank; or (iii) the Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections paragraph 6(b) and (c) shall apply upon the termination of the Executive’s 's employment based on for Disability. Upon the determination that Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days. (b) The Executive shall be entitled to receive benefits under all short-term any short or long-long term disability plans plan maintained by the Bank for its executivesBank. To the extent such benefits are less than the Executive’s 's Base Salary, the Bank shall will pay Executive an amount equal to the difference between such disability plan benefits, Social Security disability benefits and the amount of Executive’s 's Base Salary for the longer of one (1i) year following the termination of his employment due to Disability or the remaining term of this Agreement, which the Agreement or (ii) one year following her termination of employment due to Disability. Any payments required hereunder shall be payable in accordance with monthly installments and shall commence within 30 days following the regular payroll practices of the Bankdate on which Executive is determined to be Disabled. (c) The Bank shall will cause to be continued life insurance and non-taxable medical medical, dental and dental vision coverage substantially comparable, as reasonably reasonable or customarily available, to the coverage maintained by the Bank for Executive prior to the her termination of his employment based on for Disability, except to the extent such coverage may be changed in its application to all Bank employees or not available on an individual basis to an employee terminated based on for Disability. This coverage shall cease upon the earlier of (i) the date Executive returns to the full-time employment of the Bank; (ii) Executive’s 's full-time employment by another employer; (iii) expiration Executive attaining the age of the remaining term of this Agreement65; or (iv) Executive’s 's death. (d) In the event of Executive’s 's death during the term of this the Agreement, his her estate, legal representatives or named beneficiaries (as directed by Executive executive in writing) shall be paid Executive’s 's Base Salary as defined in paragraph 3(a) at the rate in effect at the time of Executive’s 's death in accordance with the regular payroll practices of the Bank for a period of one (1) year from the date of Executive’s 's death, and the Bank shall will continue to provide non-taxable medical, dental, vision and dental other insurance benefits normally provided for Executive’s 's family (in accordance with its customary co-pay percentages) for twelve one (121) months year after Executive’s 's death. Such payments are in addition to any other life insurance benefits that the Executive’s 's beneficiaries may be entitled to receive under any employee benefit plan maintained by the Bank for the benefit of the Executive, including, but not limited to, the Bank’s 's tax-qualified retirement plansplans and the Executive Salary Continuation Agreement (SERP).

TERMINATION FOR DISABILITY OR DEATH. (a) Termination of Executive’s employment based on “Disability” shall be construed to comply with Section Code section 409A of the Internal Revenue Code and shall be deemed to have occurred if: if (i) the Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that which can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that which can be expected to result in death, or last for a continuous period of not less than 12 months, the Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank or the Company; or (iii) the Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections paragraph 6(b) and (c) shall apply upon the termination of the Executive’s employment based on for Disability. Upon the determination that Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days. (b) Executive shall be entitled to receive benefits under all shortThe Bank will pay Executive, as Disability pay, a bi-term or long-term disability plans maintained by the Bank for its executives. To the extent such benefits are less than Executive’s Base Salary, the Bank shall pay Executive an amount weekly payment equal to the difference between such disability plan benefits, Social Security disability benefits and the amount seventy-five percent (75%) of Executive’s bi-weekly rate of Base Salary commencing on the date the Executive is determined to be Disabled. These Disability payments will be paid bi-weekly and will end on the earlier (i) the date Executive returns to the full-time employment of the Bank in the same capacity as she was employed prior to her termination for Disability; (ii) Executive’s full-time employment by another employer; (iii) Executive attains the longer age of one 65; or (1iv) year following Executive’s death. The Disability pay shall be reduced by the termination amount, if any, paid to Executive under any plan of his employment due to Disability the Bank or the remaining term of this Agreement, which shall be payable in accordance with the regular payroll practices of the BankCompany providing disability benefits to Executive. (c) The Bank shall will cause to be continued life insurance and non-taxable medical and dental coverage substantially comparable, as reasonably reasonable or customarily available, to the coverage maintained by the Bank for Executive prior to the her termination of his employment based on for Disability, except to the extent such coverage may be changed in its application to all Bank employees or not available on an individual basis to an employee terminated based on for Disability. This coverage shall cease upon the earlier of (i) the date Executive returns to the full-time employment of the BankBank in the same capacity as she was employed prior to her termination for Disability; (ii) Executive’s full-time employment by another employer; (iii) expiration Executive attaining the age of the remaining term of this Agreement65; or (iv) Executive’s death. (d) In the event of Executive’s death during the term of this the Agreement, his her estate, legal representatives or named beneficiaries (as directed by Executive executive in writing) shall be paid Executive’s Base Salary as defined in paragraph 3(a) at the rate in effect at the time of Executive’s death in accordance with the regular payroll practices of the Bank for a period of one (1) year from the date of Executive’s deathdeath in accordance with regular payroll practices, and the Bank shall will continue to provide non-taxable medical, dental and dental other insurance benefits normally provided for Executive’s family (in accordance with its customary co-pay percentages) for twelve (12) months one year after Executive’s death. Such payments are in addition to any other life insurance benefits that Executive’s beneficiaries may be entitled to receive under any employee benefit plan maintained by the Bank for the benefit of Executive, including, but not limited to, the Bank’s tax-qualified retirement plans.

TERMINATION FOR DISABILITY OR DEATH. (a) Termination of Executive’s employment based on “Disability” shall be construed to comply with Section Code section 409A of the Internal Revenue Code and shall be deemed to have occurred if: if (i) the Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that which can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that which can be expected to result in death, or last for a continuous period of not less than 12 months, the Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank or the Company; or (iii) the Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections paragraph 6(b) and (c) shall apply upon the termination of the Executive’s employment based on for Disability. Upon the determination that Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days. (b) Executive shall be entitled to receive benefits under all shortThe Bank will pay Executive, as Disability pay, a bi-term or long-term disability plans maintained by the Bank for its executives. To the extent such benefits are less than Executive’s Base Salary, the Bank shall pay Executive an amount weekly payment equal to the difference between such disability plan benefits, Social Security disability benefits and the amount seventy-five percent (75%) of Executive’s bi-weekly rate of Base Salary commencing on the date the Executive is determined to be Disabled. These Disability payments will be paid bi-weekly and will end on the earlier (i) the date Executive returns to the full-time employment of the Bank in the same capacity as he was employed prior to his termination for Disability; (ii) Executive’s full-time employment by another employer; (iii) Executive attains the longer age of one 65; or (1iv) year following Executive’s death. The Disability pay shall be reduced by the termination amount, if any, paid to Executive under any plan of his employment due to Disability the Bank or the remaining term of this Agreement, which shall be payable in accordance with the regular payroll practices of the BankCompany providing disability benefits to Executive. (c) The Bank shall will cause to be continued life insurance and non-taxable medical and dental coverage substantially comparable, as reasonably reasonable or customarily available, to the coverage maintained by the Bank for Executive prior to the his termination of his employment based on for Disability, except to the extent such coverage may be changed in its application to all Bank employees or not available on an individual basis to an employee terminated based on termination for Disability. This coverage shall cease upon the earlier of (i) the date Executive returns to the full-time employment of the BankBank in the same capacity as he was employed prior to his termination for Disability; (ii) Executive’s full-time employment by another employer; (iii) expiration Executive attaining the age of the remaining term of this Agreement65; or (iv) Executive’s death. (d) In the event of Executive’s death during the term of this the Agreement, his estate, legal representatives or named beneficiaries (as directed by Executive executive in writing) shall be paid Executive’s Base Salary as defined in paragraph 3(a) at the rate in effect at the time of Executive’s death in accordance with the regular payroll practices of the Bank for a period of one (1) year from the date of Executive’s deathdeath in accordance with regular payroll practices, and the Bank shall will continue to provide non-taxable medical, dental and dental other insurance benefits normally provided for Executive’s family (in accordance with its customary co-pay percentages) for twelve (12) months one year after Executive’s death. Such payments are in addition to any other life insurance benefits that Executive’s beneficiaries may be entitled to receive under any employee benefit plan maintained by the Bank for the benefit of Executive, including, but not limited to, the Bank’s tax-qualified retirement plans.

TERMINATION FOR DISABILITY OR DEATH. (a) Termination of Executive’s 's employment based on “"Disability” " shall be construed to comply with Section 409A of the Internal Revenue Code and shall be deemed to have occurred if: (i) Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months, Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank or the CompanyEmployer; or (iii) Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections 6(b) and (c) shall apply upon the termination of the Executive’s 's employment based on Disability. Upon the determination that Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days. (b) Executive shall be entitled to receive benefits under all short-term or long-term disability plans maintained by the Bank Employer for its executives. To the extent such benefits are less than Executive’s 's Base Salary, the Bank Employer shall pay the Executive an amount a monthly payment equal to the difference between such disability plan benefits, Social Security disability benefits and the amount seventy-five percent (75%) of Executive’s Base Salary for 's monthly rate of base salary. These disability payments shall commence within thirty (30) days of the longer date of one (1) year following the Executive's termination of his employment due to Disability and will end on the earlier of (i) the date Executive returns to the full-time employment of the Employer in the same capacity as he was employed prior to his termination for Disability; (ii) the date the Executive begins full-time employment with another employer; (iii) three years from the date of the Executive's termination due to Disability; or (iv) the remaining term date of Executive's death. Notwithstanding any other provision to the contrary, the Employer's obligation for any payments required to be made under this Agreement, which Section 6(b) shall be payable in accordance with reduced by any proceeds received by Executive from disability income insurance or any other disability policy or plan maintained by the regular payroll practices Employer for Executive which was paid for by the Employer as partial satisfaction of the Bankits obligation under this Section 6(b). (c) The Bank Employer shall cause to be continued non-taxable medical nontaxable medical, health, vision and dental coverage substantially comparable, as reasonably available, to the coverage maintained by the Bank Employer for Executive prior to the termination of his employment based on Disability, except to the extent such coverage may be changed in its application to all Bank Employer employees or not available on an individual basis to an employee terminated based on Disability. This coverage shall cease upon the earlier of of: (i) the date Executive returns the payments cease to the full-time employment of the Bank; be made under Section 6(b), or (ii) Executive’s full-time employment by another employer; (iiisuch insurance cannot be provided under COBRA as described under Section 4980B(f)(2)(B) expiration of the remaining term Code. If such insurance can no longer be provided under COBRA, the Employer shall make a cash payment to the Executive in an amount equal to the monthly premium in effect as of this Agreement; the date of the disability for the level of coverage in effect for Executive under the Employer's group health plans, with such payment made at the same time disability is paid under Section 6(b), and such payments shall cease when payments cease to be made under Section 6(b). Notwithstanding the foregoing, if applicable law (including, but not limited to, laws prohibiting discriminating in favor of highly compensated employees), or, if participation by the Executive is not permitted under the terms of the applicable health plans, or if providing such benefits would subject the Employer to penalties, then the Employer shall pay the Executive a cash lump sum payment reasonably estimated to be equal to the premiums for such nontaxable medical, health, vision and dental coverage, with such payment to be made by lump sum within ten business days of the Date of Termination, or if later, the date on which the Employer determines that such insurance coverage (ivor the remainder of such insurance coverage) Executive’s deathcannot be provided for the foregoing reasons. (d) In the event of Executive’s 's death during the term of this Agreement, his estate, legal representatives or named beneficiaries (as directed by Executive in writing) shall be paid Executive’s 's Base Salary at the rate in effect at the time of Executive’s 's death in accordance with the regular payroll practices of the Bank Employer for a period of one (1) year from the date of Executive’s 's death, and the Bank Employer shall continue to provide non-taxable medical, health, vision and dental insurance benefits normally provided for Executive’s 's family (in accordance with its customary co-pay percentages) for twelve (12) months after Executive’s 's death. Such payments are in addition to any other life insurance benefits that Executive’s 's beneficiaries may be entitled to receive under any employee benefit plan maintained by the Bank Employer for the benefit of Executive, including, but not limited to, the Bank’s Employer's tax-qualified retirement plans.

TERMINATION FOR DISABILITY OR DEATH. (a) Termination of Executive’s employment based on “Disability” shall be construed to comply with Section 409A of the Internal Revenue Code and shall be deemed to have occurred if: (i) Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months, Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank Association or the Company; or (iii) Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections 6(b) and (c) shall apply upon the termination of the Executive’s employment based on Disability. Upon the determination that Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days. (b) Executive shall be entitled to receive benefits under all any short-term or long-term disability plans plan maintained by the Bank for its executivesAssociation. To the extent such benefits are less than Executive’s Base Salary, the Bank Association shall pay Executive an amount equal to the difference between such disability plan benefits, Social Security disability benefits and the amount of Executive’s Base Salary for the longer of one (1) year following the termination of his employment due to Disability or the remaining term of this Agreement, which shall be payable in accordance with the regular payroll practices of the BankAssociation. (c) The Bank Association shall cause to be continued life insurance coverage and non-taxable medical and dental coverage substantially comparable, as reasonably reasonable available, to the coverage maintained by the Bank Association for Executive prior to the termination of his employment based on Disability, except to the extent such coverage may be changed in its application to all Bank Association employees or not available on an individual basis to an employee terminated based on Disability. This coverage shall cease upon the earlier of (i) the date Executive returns to the full-time employment of the BankAssociation; (ii) Executive’s full-time employment by another employer; (iii) expiration of the remaining term of this Agreement; or (iv) Executive’s death. (d) In the event of Executive’s death during the term of this Agreement, his estate, legal representatives or named beneficiaries (as directed by Executive in writing) shall be paid Executive’s Base Salary at the rate in effect at the time of Executive’s death in accordance with the regular payroll practices of the Bank Association for a period of one (1) year from the date of Executive’s death, and the Bank Association shall continue to provide non-taxable medical, dental and dental other insurance benefits normally provided for Executive’s family (in accordance with its customary co-pay percentages) for twelve (12) months after Executive’s death. Such payments are in addition to any other life insurance benefits that Executive’s beneficiaries may be entitled to receive under any employee benefit plan maintained by the Bank Association for the benefit of Executive, including, but not limited to, the BankAssociation’s tax-qualified retirement plans.

TERMINATION FOR DISABILITY OR DEATH. (a) Termination of The Bank or Executive may terminate Executive’s employment based on after having established Executive’s Disability. For purposes of this Agreement, “Disability” shall be construed to comply with Section 409A of the Internal Revenue Code and shall be deemed to have occurred if: (i) Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months, Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank or the CompanyBank; or (iii) Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections 6(b) and (c) shall apply upon the termination of the Executive’s employment based on Disability. Upon the determination that Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days. (b) In the event of such Disability, Executive’s obligation to perform services under this Agreement will terminate. In the event of such termination, Executive shall be entitled continue to receive benefits under all short-term or long-term disability plans maintained by the Bank for its executives. To the extent such benefits are less than Executive’s his Base Salary, as defined in Section 3(a), at the Bank shall pay Executive an amount equal to rate in effect on the difference between such disability plan benefits, Social Security disability benefits and the amount Date of Executive’s Base Salary Termination for the longer period of one (1) year following the Date of Termination by reason of Disability. Such payments shall be reduced by the amount of any short- or long-term disability benefits payable to Executive under any disability program sponsored by the Company or the Bank (and if the disability insurance payments are excludable from Executive’s income for federal income tax purposes, such amounts due Executive under this Section 7(b), shall be tax adjusted, assuming a combined federal, state and city tax rate of 38%, for purposes of determining the reduction in the payments due under this Agreement to reflect the tax-free nature of the disability insurance payment – by way of illustration, a $100 tax-free disability insurance payment shall reduce the payment due under this Agreement by $161.30). In addition, in the event of termination of his employment due to Disability or Executive’s Disability, the remaining term Bank will continue to provide to Executive and his dependents for a period of this Agreementone (1) year, which shall be payable in accordance with the regular payroll practices of the Bank. (c) The Bank shall cause to be continued non-taxable medical medical, dental and dental coverage substantially comparable, as reasonably available, to the coverage maintained other health benefits that were provided by the Bank for to Executive and Executive’s family prior to the occurrence of Executive’s Disability, on the same terms (including cost to Executive) that were being provided to Executive immediately prior to the termination of his employment based on Disability, (except to the extent such coverage may be benefits are changed in its their application to all Bank continuing employees or not available on an individual basis to an employee terminated based on Disability. This coverage shall cease upon the earlier of (i) the date Executive returns to the full-time employment of the Bank; (ii) Executive’s full-time employment by another employer; (iii) expiration of the remaining term of this Agreement; or (iv) Executive’s death). (dc) In the event of Executive’s death during the term of this Agreement, his estate, legal representatives or named beneficiary or beneficiaries (as directed by Executive in writing) shall be paid Executive’s Base Salary Salary, as defined in Section 3(a), at the rate in effect at the time of Executive’s death in accordance with the regular payroll practices of the Bank for a period of one (1) year from the date of Executive’s death, and the Bank shall will continue to provide Executive’s family the same non-taxable medical, dental, and dental insurance other health benefits normally that were provided for by the Bank to Executive’s family (in accordance with its customary co-pay percentages) for twelve (12) months after immediately prior to Executive’s death, on the same terms, including cost, as if Executive were actively employed by the Bank, except to the extent the terms (including cost) of such benefits are changed in their application to all continuing employees of the Bank, such coverage to continue for a period of one (1) year after the date of Executive’s death. (d) If the Bank cannot provide one or more of the non-taxable medical, dental or other health benefits set forth in Subsection (b) or (c) above because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, would subject the Bank or Executive to penalties, then the Bank shall pay the Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits. Such payments are cash lump sum payment shall be made in addition to any other life insurance benefits that Executive’s beneficiaries may be entitled to receive under any employee benefit plan maintained by a lump sum within thirty (30) days after the date on which the Bank for the determines that it cannot provide such benefit of Executive, including, but not limited to, the Bank’s tax-qualified retirement plansdirectly.

TERMINATION FOR DISABILITY OR DEATH. (a) Termination of Executive’s employment based on “Disability” shall be construed to comply with Section Code section 409A of the Internal Revenue Code and shall be deemed to have occurred if: if (i) the Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that which can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that which can be expected to result in death, or last for a continuous period of not less than 12 months, the Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank or the CompanyEmployer; or (iii) the Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections paragraph 6(b) and (c) shall apply upon the termination of the Executive’s employment based on for Disability. Upon the determination that Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days. (b) The Executive shall be entitled to receive benefits under all short-term any short or long-long term disability plans plan maintained by the Bank for its executivesEmployer. To the extent such benefits are less than the Executive’s Base Salary, the Bank shall Employer will pay Executive an amount equal to the difference between such disability plan benefits, Social Security disability benefits and the amount of Executive’s Base Salary for the longer of one (1i) year following the termination of his employment due to Disability or the remaining term of this Agreement, which the Agreement or (ii) one year following his termination of employment due to Disability. Any payments required hereunder shall be payable in accordance with monthly installments and shall commence within 30 days following the regular payroll practices of the Bankdate on which Executive is determined to be Disabled. (c) The Bank shall Employer will cause to be continued life insurance and non-taxable medical medical, dental and dental vision coverage substantially comparable, as reasonably reasonable or customarily available, to the coverage maintained by the Bank Employer for Executive prior to the his termination of his employment based on for Disability, except to the extent such coverage may be changed in its application to all Bank Employer employees or not available on an individual basis to an employee terminated based on for Disability. This coverage shall cease upon the earlier of (i) the date Executive returns to the full-time employment of the BankEmployer; (ii) Executive’s full-time employment by another employer; (iii) expiration Executive attaining the age of the remaining term of this Agreement65; or (iv) Executive’s death. (d) In the event of Executive’s death during the term of this the Agreement, his estate, legal representatives or named beneficiaries (as directed by Executive executive in writing) shall be paid Executive’s Base Salary as defined in paragraph 3(a) at the rate in effect at the time of Executive’s death in accordance with the regular payroll practices of the Bank for a period of one (1) year from the date of Executive’s death, and the Bank shall Employer will continue to provide non-taxable medical, dental, vision and dental other insurance benefits normally provided for Executive’s family (in accordance with its customary co-pay percentages) for twelve one (121) months year after Executive’s death. Such payments are in addition to any other life insurance benefits that the Executive’s beneficiaries may be entitled to receive under any employee benefit plan maintained by the Bank Employer for the benefit of the Executive, including, but not limited to, the BankEmployer’s tax-qualified retirement plansplans and the Executive Salary Continuation Agreement (SERP).

TERMINATION FOR DISABILITY OR DEATH. (a) Termination of Executive’s 's employment based on “"Disability” " shall be construed to comply with Section 409A of the Internal Revenue Code and shall be deemed to have occurred if: (i) Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months, Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank or the CompanyEmployer; or (iii) Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections 6(b) and (c) shall apply upon the termination of the Executive’s 's employment based on Disability. Upon the determination that Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days. (b) Executive shall be entitled to receive benefits under all short-term or long-term disability plans maintained by the Bank Employer for its executives. To the extent such benefits are less than Executive’s 's Base Salary, the Bank Employer shall pay the Executive an amount a monthly payment equal to the difference between such disability plan benefits, Social Security disability benefits and the amount seventy-five percent (75%) of Executive’s Base Salary for 's monthly rate of base salary. These disability payments shall commence within thirty (30) days of the longer date of one (1) year following the Executive's termination of his employment due to Disability or the remaining term of this Agreement, which shall be payable in accordance with the regular payroll practices of the Bank. (c) The Bank shall cause to be continued non-taxable medical and dental coverage substantially comparable, as reasonably available, to the coverage maintained by the Bank for Executive prior to the termination of his employment based will end on Disability, except to the extent such coverage may be changed in its application to all Bank employees or not available on an individual basis to an employee terminated based on Disability. This coverage shall cease upon the earlier of (i) the date Executive returns to the full-time employment of the BankEmployer in the same capacity as she was employed prior to his termination for Disability; (ii) Executive’s the date the Executive begins full-time employment by with another employer; (iii) expiration of the remaining term of this Agreement; or (iv) Executive’s death. (d) In the event of Executive’s death during the term of this Agreement, his estate, legal representatives or named beneficiaries (as directed by Executive in writing) shall be paid Executive’s Base Salary at the rate in effect at the time of Executive’s death in accordance with the regular payroll practices of the Bank for a period of one (1) year from the date of Executive’s death, and the Bank shall continue to provide non-taxable medical, and dental insurance benefits normally provided for Executive’s family (in accordance with its customary co-pay percentages) for twelve (12) months after Executive’s death. Such payments are in addition to any other life insurance benefits that Executive’s beneficiaries may be entitled to receive under any employee benefit plan maintained by the Bank for the benefit of Executive, including, but not limited to, the Bank’s tax-qualified retirement plans.;

TERMINATION FOR DISABILITY OR DEATH. (a) Termination of Executive’s employment based on “Disability” shall be construed to comply with Section 409A of the Internal Revenue Code and shall be deemed to have occurred if: (i) Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months, Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank or the Company; or (iii) Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections 6(b) and (c) shall apply upon the termination of the Executive’s employment based on Disability. Upon the determination that Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days. (b) Executive shall be entitled to receive benefits under all short-term any short- or long-term disability plans plan maintained by the Bank for its executivesBank. To the extent such benefits are less than Executive’s Base Salary, the Bank shall pay Executive an amount equal to the difference between such disability plan benefits, Social Security disability benefits and the amount of Executive’s full Base Salary for the longer of one five (15) year years following the termination of his her employment due to Disability or the remaining term Disability, and 75% of this Agreement, which shall be payable in accordance with the regular payroll practices of the BankExecutive’s Base Salary thereafter until Executive reaches age 65. (c) The Bank shall cause to be continued non-taxable life insurance coverage (other than any split dollar life insurance coverage that terminates upon termination of employment) and medical and dental coverage substantially comparable, as reasonably reasonable available, to the coverage maintained by the Bank for Executive prior to the termination of his her employment based on Disability, except to the extent such coverage may be changed in its application to all Bank employees or not available on an individual basis to an employee terminated based on Disability. This coverage shall cease upon the earlier of (i) the date Executive returns to the full-time employment of the Bank; (ii) Executive’s full-time employment by another employer; (iii) expiration Executive attaining the age of the remaining term of this Agreement65; or (iv) Executive’s death. (d) In the event of Executive’s death during the term of this Agreement, his her estate, legal representatives or named beneficiaries (as directed by Executive in writing) shall be paid Executive’s Base Salary at the rate in effect at the time of Executive’s death in accordance with the regular payroll practices of the Bank for a period of one two (12) year years from the date of Executive’s death, and the Bank shall continue to provide non-taxable medical, dental and dental other insurance benefits normally provided for Executive’s family (in accordance with its customary co-pay percentages) for twelve thirty-six (1236) months after Executive’s death. Such payments are in addition to any other life insurance benefits that Executive’s beneficiaries may be entitled to receive under any employee benefit plan maintained by the Bank for the benefit of Executive, including, but not limited to, the Bank’s tax-qualified retirement plansplans and The XxXxxxx Savings Bank Supplemental Executive Retirement Plan (SERP).

TERMINATION FOR DISABILITY OR DEATH. (a) Termination of Executive’s employment based on “Disability” shall be construed to comply with Section Code section 409A of the Internal Revenue Code and shall be deemed to have occurred if: if (i) the Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that which can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that which can be expected to result in death, or last for a continuous period of not less than 12 months, the Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank or the Company; or (iii) the Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections paragraph 6(b) and (c) shall apply upon the termination of the Executive’s employment based on for Disability. Upon the determination that Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days. (b) Executive shall be entitled to receive benefits under all shortThe Bank will pay Executive, as disability pay, a bi-term or long-term disability plans maintained by the Bank for its executives. To the extent such benefits are less than Executive’s Base Salary, the Bank shall pay Executive an amount weekly payment equal to the difference between such disability plan benefits, Social Security disability benefits and the amount seventy-five percent (75%) of Executive’s bi-weekly rate of Base Salary on the effective date of such termination. These disability payments shall commence on the effective date of Executive’s termination and will end on the earlier (i) the date Executive returns to the full-time employment of the Bank in the same capacity as he was employed prior to his termination for Disability; (ii) Executive’s full-time employment by another employer; (iii) Executive attains the longer age of one 65; or (1iv) year following Executive’s death. The disability pay shall be reduced by the termination amount, if any, paid to Executive under any plan of his employment due to Disability the Bank or the remaining term of this Agreement, which shall be payable in accordance with the regular payroll practices of the BankCompany providing disability benefits to Executive. (c) The Bank shall will cause to be continued non-taxable life, medical and dental coverage substantially comparable, as reasonably reasonable or customarily available, to the coverage maintained by the Bank for Executive prior to the his termination of his employment based on for Disability, except to the extent such coverage may be changed in its application to all Bank employees or not available on an individual basis to an employee terminated based on for Disability. This coverage shall cease upon the earlier of (i) the date Executive returns to the full-time employment of the BankBank in the same capacity as he was employed prior to his termination for Disability; (ii) Executive’s full-time employment by another employer; (iii) expiration Executive attaining the age of the remaining term of this Agreement65; or (iv) Executive’s death. (d) In the event of Executive’s death during the term of this the Agreement, his estate, legal representatives or named beneficiaries (as directed by Executive executive in writing) shall be paid Executive’s Base Salary as defined in paragraph 3(a) at the rate in effect at the time of Executive’s death in accordance with the regular payroll practices of the Bank for a period of one (1) year from the date of Executive’s death, and the Bank shall will continue to provide non-taxable medical, dental and dental other insurance benefits normally provided for Executive’s family (in accordance with its customary co-pay percentages) for twelve one (121) months year after Executive’s death. Such payments are in addition to any other life insurance benefits that Executive’s beneficiaries may be entitled to receive under any employee benefit plan maintained by the Bank for the benefit of Executive, including, but not limited to, the Bank’s tax-qualified retirement plans.

TERMINATION FOR DISABILITY OR DEATH. (a) Termination of Executive’s employment based on “Disability” shall be construed to comply with Section 409A of the Internal Revenue Code and shall be deemed to have occurred if: (i) Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months, Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank or the Company; or (iii) Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections 6(b) and (c) shall apply upon the termination of the Executive’s employment based on Disability. Upon the determination that Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days. (b) Executive shall be entitled to receive benefits under all any short-term or long-term disability plans plan maintained by the Bank for its executivesBank. To the extent such benefits are less than Executive’s Base Salary, the Bank shall pay Executive an amount equal to the difference between such disability plan benefits, Social Security disability benefits and the amount of Executive’s Base Salary for and end on the longer earlier of one (1i) year following the termination date Executive returns to the full-time employment of his the Bank; (ii) Executive’s full-time employment due to Disability or by another employer; (iii) expiration of the remaining term of this Agreement, which shall be payable in accordance with the regular payroll practices of the Bank; or (iv) Executive’s death. (c) The Bank shall cause to be continued life insurance coverage and non-taxable medical and dental coverage substantially comparable, as reasonably reasonable available, to the coverage maintained by the Bank for Executive prior to the termination of his employment based on Disability, except to the extent such coverage may be changed in its application to all Bank employees or not available on an individual basis to an employee terminated based on Disability. This coverage shall cease upon the earlier of (i) the date Executive returns to the full-time employment of the Bank; (ii) Executive’s full-time employment by another employer; (iii) expiration of the remaining term of this Agreement; or (iv) Executive’s death. (d) In the event of Executive’s death during the term of this Agreement, his estate, legal representatives or named beneficiaries (as directed by Executive in writing) shall be paid Executive’s Base Salary at the rate in effect at the time of Executive’s death in accordance with the regular payroll practices of the Bank for a period of one (1) year from the date of Executive’s death, and the Bank shall continue to provide non-taxable medical, dental and dental other insurance benefits normally provided for Executive’s family (in accordance with its customary co-pay percentages) for twelve (12) months after Executive’s death. Such payments are in addition to any other life insurance benefits that Executive’s beneficiaries may be entitled to receive under any employee benefit plan maintained by the Bank for the benefit of Executive, including, but not limited to, the Bank’s tax-qualified retirement plans.

TERMINATION FOR DISABILITY OR DEATH. (a) Termination of Executive’s employment based on “Disability” shall be construed to comply with Section 409A of the Internal Revenue Code and shall be deemed to have occurred if: (i) Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for and as a continuous period of not less than 12 monthsresult, Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank or the Company; or (iiiii) Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections 6(b) and (c) shall apply upon the termination of the Executive’s employment based on Disability. Upon the determination that Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days. (b) Executive shall be entitled to receive benefits under all short-term or long-term disability plans maintained by the Bank for its executives. To the extent such benefits are less than Executive’s Base Salary, the Bank shall pay Executive an amount equal to the difference between such disability plan benefits, Social Security disability benefits and the amount of Executive’s Base Salary for the longer of one (1) year following the termination of his employment due to Disability or the remaining term of this Agreement, which shall be payable in accordance with the regular payroll practices of the Bank. (c) The Bank shall cause to be continued life insurance coverage and non-taxable medical and dental coverage substantially comparable, as reasonably available, to the coverage maintained by the Bank for Executive and Executive’s dependents prior to the termination of his employment based on DisabilityDisability (in accordance with its customary co-pay percentages), except to the extent such coverage may be changed in its application to all Bank employees or not available on an individual basis to an employee terminated based on Disability. This coverage shall cease upon the earlier of (i) the date Executive returns to the full-time employment of the Bank; (ii) Executive’s full-time employment by another employer; or (iii) expiration of the remaining term of this Agreement; or (iv) Executive’s death. (d) In the event of Executive’s death during the term of this Agreement, his estate, legal representatives or named beneficiaries (as directed by Executive in writing) shall be paid Executive’s Base Salary at the rate in effect at the time of Executive’s death in accordance with the regular payroll practices of the Bank for a period of one (1) year from the date of Executive’s death, and the Bank shall continue to provide non-taxable medical, and dental insurance benefits normally provided for Executive’s family (in accordance with its customary co-pay percentages) for twelve (12) months after from the date of termination of Executive’s deathemployment based on Disability. Such payments are in addition Nothing herein shall be construed to prevent Executive from continuing such coverage for the remainder of any other applicable COBRA period at his own expense. If participation by the Executive is not permitted under the terms of an applicable plan (i.e., such as a group life insurance benefits that Executive’s beneficiaries may be entitled to receive under any employee benefit plan maintained plan), the Bank shall provide Executive with reimbursement (payable on a monthly basis) of premiums paid by the Bank Executive to obtain similar benefits for the benefit period specified above; provided, however, that the reimbursement shall not exceed the cost of Executive, including, but not limited to, the Bank’s tax-qualified retirement plansmonthly premiums for active employees.

TERMINATION FOR DISABILITY OR DEATH. (a) Termination of Executive’s employment based on “Disability” shall be construed to comply with Section Code section 409A of the Internal Revenue Code and shall be deemed to have occurred if: if (i) the Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that which can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that which can be expected to result in death, or last for a continuous period of not less than 12 months, the Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank or the Company; or (iii) the Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections paragraph 6(b) and (c) shall apply upon the termination of the Executive’s employment based on for Disability. Upon the determination that Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days. (b) Executive shall be entitled to receive benefits under all shortThe Bank will pay Executive, as Disability pay, a bi-term or long-term disability plans maintained by the Bank for its executives. To the extent such benefits are less than Executive’s Base Salary, the Bank shall pay Executive an amount weekly payment equal to the difference between such disability plan benefits, Social Security disability benefits and the amount seventy-five percent (75%) of Executive’s bi-weekly rate of Base Salary commencing on the date the Executive is determined to be Disabled. These Disability payments will be paid bi-weekly and will end on the earlier (i) the date Executive returns to the full-time employment of the Bank in the same capacity as he was employed prior to her termination for Disability; (ii) Executive’s full-time employment by another employer; (iii) Executive attains the longer age of one 65; or (1iv) year following Executive’s death. The Disability pay shall be reduced by the termination amount, if any, paid to Executive under any plan of his employment due to Disability the Bank or the remaining term of this Agreement, which shall be payable in accordance with the regular payroll practices of the BankCompany providing disability benefits to Executive. (c) The Bank shall will cause to be continued life insurance and non-taxable medical and dental coverage substantially comparable, as reasonably reasonable or customarily available, to the coverage maintained by the Bank for Executive prior to the her termination of his employment based on for Disability, except to the extent such coverage may be changed in its application to all Bank employees or not available on an individual basis to an employee terminated based on for Disability. This coverage shall cease upon the earlier of (i) the date Executive returns to the full-time employment of the BankBank in the same capacity as he was employed prior to her termination for Disability; (ii) Executive’s full-time employment by another employer; (iii) expiration Executive attaining the age of the remaining term of this Agreement65; or (iv) Executive’s death. (d) In the event of Executive’s death during the term of this the Agreement, his her estate, legal representatives or named beneficiaries (as directed by Executive executive in writing) shall be paid Executive’s Base Salary as defined in paragraph 3(a) at the rate in effect at the time of Executive’s death in accordance with the regular payroll practices of the Bank for a period of one (1) year from the date of Executive’s deathdeath in accordance with regular payroll practices, and the Bank shall will continue to provide non-taxable medical, dental and dental other insurance benefits normally provided for Executive’s family (in accordance with its customary co-pay percentages) for twelve (12) months one year after Executive’s death. Such payments are in addition to any other life insurance benefits that Executive’s beneficiaries may be entitled to receive under any employee benefit plan maintained by the Bank for the benefit of Executive, including, but not limited to, the Bank’s tax-qualified retirement plans.

TERMINATION FOR DISABILITY OR DEATH. (a) Termination of Executive’s employment based on “Disability” shall be construed to comply with Section Code section 409A of the Internal Revenue Code and shall be deemed to have occurred if: if (i) the Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that which can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that which can be expected to result in death, or last for a continuous period of not less than 12 months, the Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank or the CompanyBank; or (iii) the Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections paragraph 6(b) and (c) shall apply upon the termination of the Executive’s employment based on for Disability. Upon the determination that Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days. (b) The Executive shall be entitled to receive benefits under all short-term any short or long-long term disability plans plan maintained by the Bank for its executivesBank. To the extent such benefits are less than the Executive’s Base Salary, the Bank shall will pay Executive an amount equal to the difference between such disability plan benefits, Social Security disability benefits and the amount of Executive’s Base Salary for the longer of one (1i) year following the termination of his employment due to Disability or the remaining term of this Agreement, which the Agreement or (ii) one year following his termination of employment due to Disability. Any payments required hereunder shall be payable in accordance with monthly installments and shall commence within 30 days following the regular payroll practices of the Bankdate on which Executive is determined to be Disabled. (c) The Bank shall will cause to be continued life insurance and non-taxable medical medical, dental and dental vision coverage substantially comparable, as reasonably reasonable or customarily available, to the coverage maintained by the Bank for Executive prior to the his termination of his employment based on for Disability, except to the extent such coverage may be changed in its application to all Bank employees or not available on an individual basis to an employee terminated based on for Disability. This coverage shall cease upon the earlier of (i) the date Executive returns to the full-time employment of the Bank; (ii) Executive’s full-time employment by another employer; (iii) expiration Executive attaining the age of the remaining term of this Agreement65; or (iv) Executive’s death. If the Bank cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, and applicable rules and regulations (including, but not limited to the Affordable Care Act) prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment shall be made in a lump sum within 30 days after the later of Executive’s date of termination or the effective date of the rules or regulations prohibiting such benefits or subjecting the Bank to penalties. (d) In the event of Executive’s death during the term of this the Agreement, his estate, legal representatives or named beneficiaries (as directed by Executive executive in writing) shall be paid Executive’s Base Salary as defined in paragraph 3(a) at the rate in effect at the time of Executive’s death in accordance with the regular payroll practices of the Bank for a period of one (1) year from the date of Executive’s death, and the Bank shall will continue to provide non-taxable medical, dental, vision and dental other insurance benefits normally provided for Executive’s family (in accordance with its customary co-pay percentages) for twelve (12) months one year after Executive’s death. If the Bank cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, and applicable rules and regulations (including, but not limited to the Affordable Care Act) prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment shall be made in a lump sum within 30 days after the later of Executive’s date of termination or the effective date of the rules or regulations prohibiting such benefits or subjecting the Bank to penalties. Such payments are in addition to any other life insurance benefits that the Executive’s beneficiaries may be entitled to receive under any employee benefit plan maintained by the Bank for the benefit of the Executive, including, but not limited to, the Bank’s tax-qualified retirement plans.

TERMINATION FOR DISABILITY OR DEATH. (a) Termination of Executive’s employment based on “Disability” shall be construed to comply with Section 409A of the Internal Revenue Code and shall be deemed to have occurred if: (i) Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months, Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank or the CompanyBank’s holding company; or (iii) Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections 6(b) and (c) shall apply upon the termination of the Executive’s employment based on Disability. Upon the determination that Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days. (b) Executive shall be entitled to receive benefits under all short-term any short- or long-term disability plans plan maintained by the Bank for its executivesBank. To the extent such benefits are less than Executive’s Base Salary, the Bank shall pay Executive an amount equal to the difference between such disability plan benefits, Social Security disability benefits and the amount of Executive’s Base Salary for the longer of (i) the remaining term of this Agreement, or (ii) one (1) year following the termination of his employment due to Disability or the remaining term of this Agreement, which shall be payable in accordance with the regular payroll practices of the BankDisability. (c) The Bank shall cause to be continued non-taxable medical and dental coverage and life insurance coverage substantially comparable, as reasonably reasonable or customarily available, to the coverage maintained by the Bank for Executive prior to the termination of his employment based on Disability, except to the extent such coverage may be changed in its application to all Bank employees or not available on an individual basis to an employee terminated based on Disability. This coverage shall cease upon the earlier of (i) the date Executive returns to the full-time employment of the Bank; (ii) Executive’s full-time employment by another employer; (iii) expiration Executive attaining the age of the remaining term of this Agreement65; or (iv) Executive’s death. (d) In the event of Executive’s death during the term of this Agreement, his estate, legal representatives or named beneficiaries (as directed by Executive in writing) shall be paid Executive’s Base Salary at the rate in effect at the time of Executive’s death in accordance with the regular payroll practices of the Bank for a period of one (1) year from the date of Executive’s deathdeath in the same manner and at the same time that such Base Salary would have been paid to Executive had he survived, and the Bank shall continue to provide non-taxable medical, dental and dental other insurance benefits normally provided for Executive’s family (in accordance with its customary co-pay percentages) for twelve one (121) months year after Executive’s death. Such payments are in addition to any other life insurance benefits that Executive’s beneficiaries may be entitled to receive under any employee benefit plan maintained by the Bank for the benefit of Executive, including, but not limited to, the Bank’s tax-qualified and non-qualified retirement plans.

TERMINATION FOR DISABILITY OR DEATH. (a) Termination of Executive’s 's employment based on “"Disability” " shall be construed to comply with Code Section 409A of the Internal Revenue Code and shall be deemed to have occurred if: (i) Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months, Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank or the CompanyBank's holding company; or (iii) Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections 6(b) and (c) shall apply upon the termination of the Executive’s 's employment based on Disability. Upon the determination that Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days. (b) Executive shall be entitled to receive benefits under all short-term any short- or long-term disability plans plan maintained by the Bank for its executivesBank. To the extent such taxable or non-taxable benefits are less than Executive’s 's after-tax or pre-tax Base SalarySalary (respectively), the Bank shall pay Executive an amount equal to the difference between such disability plan benefits, Social Security disability benefits and the amount of Executive’s 's Base Salary for the longer of (i) the remaining term of this Agreement, or (ii) one (1) year following the termination of his employment due to Disability or the remaining term of this Agreement, which shall be payable in accordance with the regular payroll practices of the BankDisability. (c) The Bank shall cause to be continued non-taxable life, medical and dental coverage substantially comparable, as reasonably available, comparable to the coverage maintained by the Bank for Executive prior to the termination of his employment based on Disability, except to the extent such coverage may be changed in its application to all Bank employees or not available on an individual basis to an employee terminated based on Disability. This coverage shall cease upon the earlier of (i) the date Executive returns to the full-time employment of the Bank; (ii) Executive’s 's full-time employment by another employer; (iii) expiration Executive attaining the age of the remaining term of this Agreement65; or (iv) Executive’s 's death. (d) In the event of Executive’s 's death during the term of this Agreement, his estate, legal representatives or named beneficiaries (as directed by Executive in writing) shall be paid Executive’s 's Base Salary at the rate in effect at the time of Executive’s 's death in accordance with the regular payroll practices of the Bank for a period of one (1) year from the date of Executive’s 's death, and the Bank shall continue to provide non-taxable medical, dental and dental other insurance benefits normally provided for Executive’s 's family (in accordance with its customary co-pay percentages) for twelve one (121) months year after Executive’s 's death. Such payments are in addition to any other life insurance benefits that Executive’s 's beneficiaries may be entitled to receive under any employee benefit plan maintained by the Bank for the benefit of Executive, including, but not limited to, the Bank’s tax-qualified retirement plans.

TERMINATION FOR DISABILITY OR DEATH. (a) Termination of Executive’s employment based on “Disability” shall be construed to comply with Section 409A of the Internal Revenue Code and shall be deemed to have occurred if: (i) Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months, Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank Association or the Company; or (iii) Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections 6(b) and (c) shall apply upon the termination of the Executive’s employment based on Disability. Upon the determination that Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days. (b) Executive shall be entitled to receive benefits under all short-term or long-term disability plans maintained by the Bank Association for its executives. To the extent such benefits are less than Executive’s Base Salary, the Bank Association shall pay Executive an amount equal to the difference between such disability plan benefits, Social Security disability benefits and the amount of Executive’s Base Salary for the longer of one (1) year following the termination of his employment due to Disability or the remaining term of this Agreement, which shall be payable in accordance with the regular payroll practices of the BankAssociation. (c) The Bank Association shall cause to be continued non-taxable medical and dental coverage substantially comparable, as reasonably available, to the coverage maintained by the Bank Association for Executive prior to the termination of his employment based on Disability, except to the extent such coverage may be changed in its application to all Bank Association employees or not available on an individual basis to an employee terminated based on Disability. This coverage shall cease upon the earlier of (i) the date Executive returns to the full-time employment of the BankAssociation; (ii) Executive’s full-time employment by another employer; (iii) expiration of the remaining term of this Agreement; or (iv) Executive’s death. (d) In the event of Executive’s death during the term of this Agreement, his estate, legal representatives or named beneficiaries (as directed by Executive in writing) shall be paid Executive’s Base Salary at the rate in effect at the time of Executive’s death in accordance with the regular payroll practices of the Bank Association for a period of one (1) year from the date of Executive’s death, and the Bank Association shall continue to provide non-taxable medical, and dental insurance benefits normally provided for Executive’s family (in accordance with its customary co-pay percentages) for twelve (12) months after Executive’s death. Such payments are in addition to any other life insurance benefits that Executive’s beneficiaries may be entitled to receive under any employee benefit plan maintained by the Bank Association for the benefit of Executive, including, but not limited to, the BankAssociation’s tax-qualified retirement plans.

TERMINATION FOR DISABILITY OR DEATH. Executive’s employment with the Company shall terminate immediately upon Executive’s death or Disability. In the event of a termination due to death or Disability, in addition to the Accrued Benefits, Executive or Executive’s estate, as the case may be, shall be entitled to the following payments and benefits, subject to the effectiveness and irrevocability of the Release (as defined below): (a) Termination payment of a pro rata portion of the Annual Bonus in respect of the fiscal year in which such termination occurs based on the number of days elapsed in such year through the effective date of Executive’s termination of employment (the “Effective Termination Date”) and actual achievement of applicable performance goals, except that any performance goals based on “Disability” Executive’s personal performance shall be construed treated as attained at no less than the target level, and any other performance goals shall be deemed achieved at least at the level applicable to similarly situated active employees of the Company, and paid when annual bonuses are paid (or, if earlier, due to be paid) to other senior executives of the Company (the “Pro Rata Bonus Payment”); (b) payment of any unpaid bonus earned for the year prior to the year in which the Effective Termination Date occurs, paid when bonuses are paid (or, if earlier, due to be paid) to other senior executives of the Company; (c) payment of the monthly COBRA premiums that Executive would be required to pay to continue his group health coverage as in effect on the date of his termination for himself and, if applicable, his eligible covered dependents for a period of twenty-four (24) months following the Effective Termination Date, which payment shall be made regardless of whether Executive elects COBRA continuation coverage (the “COBRA Equivalent Payment”), payable in equal biweekly installments in accordance with the Company’s normal payroll practices over twenty-four (24) months following the Effective Termination Date, provided that any installments that would otherwise have been paid prior to satisfaction of the release condition set forth in Section 4.07 shall be accumulated and paid in a lump sum on the first payroll date following satisfaction of such condition, provided further that, to the extent necessary to comply with Section 409A (as defined below), if the period during which the Release must be executed and become irrevocable spans two (2) calendar years, payment of installments shall commence in the Internal Revenue Code second calendar year, and the timing of such installments may be subject to further restrictions under Section 409A as set forth in Section 6.15 of this Agreement; (d) full accelerated vesting of all outstanding Series B LTIP Units and related Tandem Shares; and (e) unless otherwise provided in the applicable award agreement, the time-based vesting conditions for all other outstanding LTIP Units and related Tandem Shares and other Company equity-based awards shall be deemed to have occurred if: (i) Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months, Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank or the Company; or (iii) Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections 6(b) and (c) shall apply upon the termination of the Executive’s employment satisfied based on Disability. Upon the determination number of full or partial years that Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days. (b) Executive shall be entitled to receive benefits under all short-term or long-term disability plans maintained by have elapsed between the Bank for its executives. To the extent such benefits are less than Executive’s Base Salary, the Bank shall pay Executive an amount equal to the difference between such disability plan benefits, Social Security disability benefits applicable grant date and the amount of Executive’s Base Salary for the longer of Effective Termination Date, plus one (1) additional year following the termination of his employment due to Disability or the remaining term of this Agreementservice, which provided, however, that vesting shall be payable in accordance with the regular payroll practices not occur for any portion of the Bank. performance-based awards unless and until the applicable performance goals are satisfied (cor deemed satisfied) The Bank shall cause to be continued non-taxable medical and dental coverage substantially comparable, as reasonably availablewithin the period set forth in the relevant award agreement and, to the coverage maintained by the Bank for Executive prior to the termination of his employment based on Disabilityextent that such performance goals are not so satisfied (or deemed satisfied), except to the extent such coverage may awards shall be changed in its application to all Bank employees or not available on an individual basis to an employee terminated based on Disability. This coverage shall cease immediately forfeited and canceled without consideration upon the earlier of (i) the date Executive returns to the full-time employment of the Bank; (ii) Executive’s full-time employment by another employer; (iii) expiration of the remaining term of this Agreement; or (iv) Executive’s deathrelevant performance period. (d) In the event of Executive’s death during the term of this Agreement, his estate, legal representatives or named beneficiaries (as directed by Executive in writing) shall be paid Executive’s Base Salary at the rate in effect at the time of Executive’s death in accordance with the regular payroll practices of the Bank for a period of one (1) year from the date of Executive’s death, and the Bank shall continue to provide non-taxable medical, and dental insurance benefits normally provided for Executive’s family (in accordance with its customary co-pay percentages) for twelve (12) months after Executive’s death. Such payments are in addition to any other life insurance benefits that Executive’s beneficiaries may be entitled to receive under any employee benefit plan maintained by the Bank for the benefit of Executive, including, but not limited to, the Bank’s tax-qualified retirement plans.

TERMINATION FOR DISABILITY OR DEATH. (a) Termination of Executive’s 's employment based on “"Disability” " shall be construed to comply with Section 409A of the Internal Revenue Code and shall be deemed to have occurred if: (i) Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months, Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank or the Company; or (iii) Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections 6(b) and (c) shall apply upon the termination of the Executive’s 's employment based on Disability. Upon the determination that Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days. (b) Executive shall be entitled to receive benefits Base Salary earned until the date of Executive's termination of employment due to Disability, plus payment for unused vacation, personal leave, sick leave and other vested benefits, as well as payment under all short-term any short- or long-term disability plans plan maintained by the Bank for its executives. To the extent such benefits are less than Executive’s Base Salary, the Bank shall pay Executive an amount equal to the difference between such disability plan benefits, Social Security disability benefits and the amount of Executive’s Base Salary for the longer of one (1) year following the termination of his employment due to Disability or the remaining term of this Agreement, which shall be payable in accordance with the regular payroll practices of the Bank. (c) The Bank shall cause to be continued life, disability, and non-taxable medical and dental insurance coverage substantially comparable, as reasonably available, comparable to the coverage maintained by the Bank for the Executive prior to the termination of his employment based on Disability, except to the extent such coverage may be changed in its application to all Bank employees or not available on an individual basis to an employee terminated based on Disability. This coverage shall cease upon the earlier of (i) the date Executive returns to the full-time employment of the Bank; (ii) Executive’s 's full-time employment by another employer; or (iii) expiration of the remaining term of this Agreement; or (iv) Executive’s 's death. (d) In the event of Executive’s 's death during the term of this Agreement, his estate, legal representatives or named beneficiaries (as directed by Executive in writing) shall be paid Executive’s 's earned but unpaid Base Salary at the rate in effect at the time of through Executive’s death in accordance with the regular payroll practices of the Bank for a period of one (1) year from the 's date of Executive’s death, and the Bank shall continue to provide non-taxable pay all premiums for six (6) months following Executive's date of death for medical, dental and dental other insurance benefits normally provided for Executive’s family (in accordance with its customary co-pay percentages) for twelve (12) months after Executive’s death's family. Such payments are in addition to any other life insurance benefits that Executive’s 's beneficiaries may be entitled to receive under any employee benefit plan maintained by the Bank for the benefit of Executive, including, but not limited to, the Bank’s 's life insurance and tax-qualified and non-qualified retirement plans.

TERMINATION FOR DISABILITY OR DEATH. (a) Termination of Executive’s employment based on “Disability” shall be construed to comply with Section 409A of the Internal Revenue Code and shall be deemed to have occurred if: (i) Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months, Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank or the Company; or (iii) Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections 6(b) and (c) shall apply upon the termination of the Executive’s employment based on Disability. Upon the determination that Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days. (b) Executive shall be entitled to receive benefits under all short-term any short- or long-term disability plans plan maintained by the Bank for its executivesBank. To the extent such benefits are less than Executive’s Base Salary, the Bank shall pay Executive an amount equal to the difference between such disability plan benefits, Social Security disability benefits and the amount of Executive’s full Base Salary for the longer of one five (15) year years following the termination of his employment due to Disability or the remaining term of this AgreementDisability, which shall be payable in accordance with the regular payroll practices of the Bank. (c) The Bank shall cause to be continued life insurance coverage (other than any split dollar life insurance coverage that terminates upon termination of employment) and non-taxable medical and dental coverage substantially comparable, as reasonably reasonable available, to the coverage maintained by the Bank for Executive prior to the termination of his employment based on Disability, except to the extent such coverage may be changed in its application to all Bank employees or not available on an individual basis to an employee terminated based on Disability. This coverage shall cease upon the earlier of (i) the date Executive returns to the full-time employment of the Bank; (ii) Executive’s full-time employment by another employer; (iii) expiration Executive attaining the age of the remaining term of this Agreement65; or (iv) Executive’s death. (d) In the event of Executive’s death during the term of this Agreement, his estate, legal representatives or named beneficiaries (as directed by Executive in writing) shall be paid Executive’s Base Salary at the rate in effect at the time of Executive’s death in accordance with the regular payroll practices of the Bank for a period of one two (12) year years from the date of Executive’s death, and the Bank shall continue to provide non-taxable medical, dental and dental other insurance benefits normally provided for Executive’s family (in accordance with its customary co-pay percentages) for twelve thirty-six (1236) months after Executive’s death. Such payments are in addition to any other life insurance benefits that Executive’s beneficiaries may be entitled to receive under any employee benefit plan maintained by the Bank for the benefit of Executive, including, but not limited to, the Bank’s tax-qualified retirement plansplans and The XxXxxxx Savings Bank Supplemental Executive Retirement Plan (SERP).

TERMINATION FOR DISABILITY OR DEATH. (a) Termination of Executive’s employment based on “Disability” shall be construed to comply with Section 409A of the Internal Revenue Code and shall be deemed to have occurred if: (i) Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months, Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank or the Company; or (iii) Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections 6(b) and (c) shall apply upon the termination of the Executive’s employment based on Disability. Upon the determination that Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days. (b) Executive shall be entitled to receive benefits under all short-term or long-term disability plans maintained by the Bank for its executives. To the extent such benefits are less than Executive’s Base Salary, the Bank shall pay Executive an amount equal to the difference between such disability plan benefits, Social Security disability benefits and the amount of Executive’s Base Salary for the longer of one (1) year following the termination of his the Executive’s employment due to Disability or the remaining term of this AgreementDisability, which shall be payable in accordance with the regular payroll practices of the Bank. (c) The In addition to Section 6(b), the Bank shall cause to be continued non-taxable medical and dental coverage substantially comparable, as reasonably available, to the coverage maintained by the Bank for Executive prior to the termination of his the Executive’s employment based on Disability, except to the extent such coverage may be changed in its application to all Bank employees or not available on an individual basis to an employee terminated based on Disability. This coverage shall cease upon the earlier of (i) the date Executive returns to the full-time employment of the Bank; (ii) Executive’s full-time employment by another employer; (iii) expiration one (1) year following the termination of the remaining term of this AgreementExecutive’s employment due to Disability; or (iv) Executive’s death. (d) In the event of Executive’s death during the term of this Agreement, his the Executive’s estate, legal representatives or named beneficiaries (as directed by Executive in writing) shall be paid Executive’s Base Salary at the rate in effect at the time of Executive’s death in accordance with the regular payroll practices of the Bank for a period of one (1) year from the date of Executive’s death, and the Bank shall continue to provide non-taxable medical, medical and dental insurance benefits normally provided for Executive’s family (in accordance with its customary co-pay percentages) for twelve (12) months after Executive’s death. Such payments are in addition to any other life insurance benefits that Executive’s beneficiaries may be entitled to receive under any employee benefit plan maintained by the Bank for the benefit of Executive, including, but not limited to, the Bank’s tax-qualified retirement plans.

TERMINATION FOR DISABILITY OR DEATH. (a) Termination of Executive’s employment based on “Disability” shall be construed to comply with Section 409A of the Internal Revenue Code and shall be deemed to have occurred if: (i) Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months, Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank or the Company; or (iii) Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections 6(b) and (c) shall apply upon the termination of the Executive’s employment based on Disability. Upon the determination that Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days. (b) Executive shall be entitled to receive benefits under all short-term any short- or long-term disability plans plan maintained by the Bank for its executivesBank. To the extent such benefits are less than Executive’s Base Salary, the Bank shall pay Executive an amount equal to the difference between such disability plan benefits, Social Security disability benefits and the amount of Executive’s full Base Salary for the longer of one five (15) year years following the termination of his employment due to Disability or the remaining term of this Agreement, which shall be payable in accordance with the regular payroll practices of the BankDisability. (c) The Bank shall cause to be continued non-taxable life insurance coverage (other than any split dollar life insurance coverage that terminates upon termination of employment) and medical and dental coverage substantially comparable, as reasonably reasonable available, to the coverage maintained by the Bank for Executive prior to the termination of his employment based on Disability, except to the extent such coverage may be changed in its application to all Bank employees or not available on an individual basis to an employee terminated based on Disability. This coverage shall cease upon the earlier of (i) the date Executive returns to the full-time employment of the Bank; (ii) Executive’s full-time employment by another employer; (iii) expiration Executive attaining the age of the remaining term of this Agreement65; or (iv) Executive’s death. (d) In the event of Executive’s death during the term of this Agreement, his estate, legal representatives or named beneficiaries (as directed by Executive in writing) shall be paid Executive’s Base Salary at the rate in effect at the time of Executive’s death in accordance with the regular payroll practices of the Bank for a period of one two (12) year years from the date of Executive’s death, and the Bank shall continue to provide non-taxable medical, dental and dental other insurance benefits normally provided for Executive’s family (in accordance with its customary co-pay percentages) for twelve thirty-six (1236) months after Executive’s death. Such payments are in addition to any other life insurance benefits that Executive’s beneficiaries may be entitled to receive under any employee benefit plan maintained by the Bank for the benefit of Executive, including, but not limited to, the Bank’s tax-qualified retirement plansplans and The XxXxxxx Savings Bank Supplemental Executive Retirement Plan (SERP).

TERMINATION FOR DISABILITY OR DEATH. (a) Termination of The Bank or Executive may terminate Executive’s employment based on after having established Executive’s Disability. For purposes of this Agreement, “Disability” shall be construed to comply with Section 409A of the Internal Revenue Code and shall be deemed to have occurred if: (i) Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months, Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank or the CompanyBank; or (iii) Executive is determined to be totally disabled by the Social Security Administration. The provisions As a condition to any benefits, the Chief Executive Officer may require Executive to submit to such physical or mental evaluations and tests as the Chief Executive Officer deems reasonably appropriate, at the Bank’s expense. In the event of Sections 6(b) and (c) shall apply upon the termination of the Executive’s employment based on Disability. Upon the determination that Executive has suffered a such Disability, disability payments hereunder shall commence within thirty (30) days. (b) Executive shall be entitled to receive benefits under all short-term any short or long-term disability plans plan maintained by the Bank for its executivesBank. To the extent that such benefits are less than Executive’s Base Salary, the Bank shall pay Executive an amount equal to the difference between such disability plan benefits, Social Security disability benefits and the amount of Executive’s Base Salary for the longer remaining term of one (1) year the Agreement, following the termination of his Executive’s employment due to Disability. Accordingly, any payments required hereunder shall commence within thirty (30) days from the Date of Termination due to Disability or the remaining term of this Agreement, which shall and be payable in accordance with the regular payroll practices of the Bankmonthly installments. (c) The Bank shall cause to be continued non-taxable medical and dental coverage substantially comparable, as reasonably available, to the coverage maintained by the Bank for Executive prior to the termination of his employment based on Disability, except to the extent such coverage may be changed in its application to all Bank employees or not available on an individual basis to an employee terminated based on Disability. This coverage shall cease upon the earlier of (i) the date Executive returns to the full-time employment of the Bank; (ii) Executive’s full-time employment by another employer; (iii) expiration of the remaining term of this Agreement; or (iv) Executive’s death. (db) In the event of Executive’s death during the term of this Agreement, his her estate, legal representatives or named beneficiary or beneficiaries (as directed by Executive in writing) shall be paid Executive’s Base Salary Salary, at the rate in effect at the time of Executive’s death in accordance with for the regular payroll practices remainder of the Bank for a period of one (1) year from then-current term, which payments shall commence within thirty days following the date of Executive’s death, and the Bank shall continue to provide non-taxable medical, and dental insurance benefits normally provided for Executive’s family (in accordance with its customary co-pay percentages) for twelve (12) months after Executive’s death. Such payments are in addition to any other life insurance benefits that Executive’s beneficiaries may be entitled to receive under any employee benefit plan maintained by the Bank for the benefit of Executive, including, but not limited to, the Bank’s tax-qualified retirement plans.

TERMINATION FOR DISABILITY OR DEATH. (a) Termination of Executive’s employment based on “Disability” shall be construed to comply with Section 409A of the Internal Revenue Code and shall be deemed to have occurred if: (i) Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months, Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank or the CompanyBank’s holding company; or (iii) Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections 6(b) and (c) shall apply upon the termination of the Executive’s employment based on Disability. Upon the determination that Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days. (b) Executive shall be entitled to receive benefits under all short-term any short- or long-term disability plans plan maintained by the Bank, plus the additional supplemental disability policies assumed by the Bank and maintained for its executives. To the extent such benefits are less than Executive’s Base Salary, the Bank shall pay Executive an amount equal to the difference between such disability plan benefits, Social Security disability benefits and the amount of Executive’s Base Salary for the longer of one (1) year following the termination of his employment due to Disability or the remaining term of this Agreement, which shall be payable in accordance with the regular payroll practices of the Bankbenefit. (c) The Bank shall cause to be continued non-taxable medical and dental coverage substantially comparable, as reasonably reasonable or customarily available, to the coverage maintained by the Bank for Executive and his family prior to the termination of his employment based on Disability, except to the extent such coverage may be changed in its application to all Bank employees or not available on an individual basis to an employee terminated based on Disability. This coverage shall cease upon the earlier of (i) the date Executive returns to the full-time employment of the Bank; (ii) Executive’s full-time employment by another employer; (iii) expiration of the remaining later of the term of this Agreement or the Consulting Agreement; or (iv) Executive’s death. (d) In the event of Executive’s death during the term of this Agreement, his estate, legal representatives or named beneficiaries (as directed by Executive in writing) shall be paid Executive’s Base Salary for the remaining term of this Agreement in the same manner and at the rate in effect at the same time of Executive’s death in accordance with the regular payroll practices of the Bank for a period of one (1) year from the date of Executive’s death, and the Bank shall continue that such Base Salary would have been paid to provide non-taxable medical, and dental insurance benefits normally provided for Executive’s family (in accordance with its customary co-pay percentages) for twelve (12) months after Executive’s deathExecutive had he survived. Such payments are in addition to any other life insurance benefits that Executive’s beneficiaries may be entitled to receive under any employee benefit plan maintained by the Bank for the benefit of Executive, including, but not limited to, the Bank’s tax-qualified retirement plansall employees.

TERMINATION FOR DISABILITY OR DEATH. (a) Termination of Executive’s employment based on “Disability” shall be construed to comply with Section 409A of the Internal Revenue Code and shall be deemed to have occurred if: (i) Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months, Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank or the Company; or (iii) Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections 6(b) and (c) shall apply upon the termination of the Executive’s employment based on Disability. Upon the determination that Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days. (b) Executive shall be entitled to receive benefits under all short-term or long-term disability plans maintained by the Bank for its executives. To the extent such benefits are less than Executive’s Base Salary, the Bank shall pay Executive an amount equal to the difference between such disability plan benefits, Social Security disability benefits and the amount of Executive’s Base Salary for the longer of one (1) year following the termination of his Executive's employment due to Disability or the remaining term of this Agreement, which shall be payable in accordance with the regular payroll practices of the Bank. (c) The Bank shall cause to be continued life insurance coverage and non-taxable medical and dental coverage substantially comparable, as reasonably available, to the coverage maintained by the Bank for Executive prior to the termination of his Executive's employment based on Disability, except to the extent such coverage may be changed in its application to all Bank employees or not available on an individual basis to an employee terminated based on Disability. This coverage shall cease upon the earlier of (i) the date Executive returns to the full-time employment of the Bank; (ii) Executive’s full-time employment by another employer; (iii) expiration of the remaining term of this Agreement; or (iv) Executive’s death. (d) In the event of Executive’s death during the term of this Agreement, his Executive's estate, legal representatives or named beneficiaries (as directed by Executive in writing) shall be paid Executive’s Base Salary at the rate in effect at the time of Executive’s death in accordance with the regular payroll practices of the Bank for a period of one (1) year from the date of Executive’s death, and the Bank shall continue to provide non-taxable medical, dental and dental other insurance benefits normally provided for Executive’s family (in accordance with its customary co-pay percentages) for twelve (12) months after Executive’s death. Such payments are in addition to any other life insurance benefits that Executive’s beneficiaries may be entitled to receive under any employee benefit plan maintained by the Bank for the benefit of Executive, including, but not limited to, the Bank’s tax-qualified retirement plans.

TERMINATION FOR DISABILITY OR DEATH. (a) Termination of The Bank or Executive may terminate Executive’s employment based on after having established Executive’s Disability. For purposes of this Agreement, “Disability” shall be construed to comply with Section 409A of the Internal Revenue Code and shall be deemed to have occurred if: (i) Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months, Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank or the CompanyBank; or (iii) Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections 6(b) and (c) shall apply upon the termination of the Executive’s employment based on Disability. Upon the determination that Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days. (b) In the event of such Disability, Executive’s obligation to perform services under this Agreement will terminate. In the event of such termination, Executive shall be entitled continue to receive benefits under all short-his Base Salary, as defined in Section 3(a), at the rate in effect on the Date of Termination for period that runs through the remaining term of this Agreement following the Date of Termination by reason of Disability. Such payments shall be reduced by the amount of any short- or long-term disability plans maintained benefits payable to Executive under any disability program sponsored by the Company or the Bank, and if the disability insurance payments are excludable from Executive’s income for federal income tax purposes, such amounts due Executive under this Section 7(b), shall be tax adjusted, assuming a combined federal, state and city tax rate of 38%, for purposes of determining the reduction in the payments due under this Agreement to reflect the tax-free nature of the disability insurance payment. By way of illustration, a $100 tax-free disability insurance payment shall reduce the payment due under this Agreement by $161.30. In addition, in the event of termination due to Executive’s Disability, the Bank will continue to provide to Executive and his dependents for a period of one (1) year, the non-taxable medical, dental and other health benefits that were provided by the Bank for its executives. To to Executive and Executive’s family prior to the occurrence of Executive’s Disability, on the same terms (including cost to Executive) that were being provided to Executive immediately prior to the termination (except to the extent such benefits are less than Executive’s Base Salary, the Bank shall pay Executive an amount equal changed in their application to the difference between such disability plan benefits, Social Security disability benefits and the amount of Executive’s Base Salary for the longer of one (1) year following the termination of his employment due to Disability or the remaining term of this Agreement, which shall be payable in accordance with the regular payroll practices all continuing employees of the Bank). (c) The Bank shall cause to be continued non-taxable medical and dental coverage substantially comparable, as reasonably available, to the coverage maintained by the Bank for Executive prior to the termination of his employment based on Disability, except to the extent such coverage may be changed in its application to all Bank employees or not available on an individual basis to an employee terminated based on Disability. This coverage shall cease upon the earlier of (i) the date Executive returns to the full-time employment of the Bank; (ii) Executive’s full-time employment by another employer; (iii) expiration of the remaining term of this Agreement; or (iv) Executive’s death. (d) In the event of Executive’s death during the term of this Agreement, his estate, legal representatives or named beneficiary or beneficiaries (as directed by Executive in writing) shall be paid Executive’s Base Salary Salary, as defined in Section 3(a), at the rate in effect at the time of Executive’s death in accordance with the regular payroll practices of the Bank for a period of one (1) year from the date of Executive’s death, and the Bank shall will continue to provide Executive’s family the same non-taxable medical, dental, and dental insurance other health benefits normally that were provided for by the Bank to Executive’s family (in accordance with its customary co-pay percentages) for twelve (12) months after immediately prior to Executive’s death. Such payments , on the same terms, including cost, as if Executive were actively employed by the Bank, except to the extent the terms (including cost) of such benefits are changed in addition their application to any other life insurance benefits that all continuing employees of the Bank, such coverage to continue for a period of one (1) year after the date of Executive’s beneficiaries may be entitled to receive under any employee benefit plan maintained by the Bank for the benefit of Executive, including, but not limited to, the Bank’s tax-qualified retirement plansdeath.

TERMINATION FOR DISABILITY OR DEATH. (a) Termination of Executive’s 's employment based on “"Disability” " shall be construed to comply with Section Code section 409A of the Internal Revenue Code and shall be deemed to have occurred if: if (i) the Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that which can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that which can be expected to result in death, or last for a continuous period of not less than 12 months, the Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank or the Company; or (iii) the Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections paragraph 6(b) and (c) shall apply upon the termination of the Executive’s 's employment based on for Disability. Upon the determination that Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days. (b) The Bank will pay Executive, as Disability pay, a bi-weekly payment equal to seventy-five percent (75%) of Executive's bi-weekly rate of Base Salary commencing on the date the Executive is determined to be Disabled. These Disability payments will be paid bi-weekly and will end on the earlier (i) the date Executive returns to the full-time employment of the Bank in the same capacity as he was employed prior to his termination for Disability; (ii) Executive's full-time employment by another employer; (iii) Executive attains the age of 65; or (iv) Executive's death. The Disability pay shall be entitled to receive benefits under all short-term or long-term disability plans maintained reduced by the Bank for its executives. To the extent such benefits are less than Executive’s Base Salaryamount, if any, paid to Executive under any plan of the Bank shall pay Executive an amount equal to or the difference between such disability plan benefits, Social Security Company providing disability benefits and the amount of to Executive’s Base Salary for the longer of one (1) year following the termination of his employment due to Disability or the remaining term of this Agreement, which shall be payable in accordance with the regular payroll practices of the Bank. (c) The Bank shall will cause to be continued life insurance and non-taxable medical and dental coverage substantially comparable, as reasonably reasonable or customarily available, to the coverage maintained by the Bank for Executive prior to the his termination of his employment based on for Disability, except to the extent such coverage may be changed in its application to all Bank employees or not available on an individual basis to an employee terminated based on for Disability. This coverage shall cease upon the earlier of (i) the date Executive returns to the full-time employment of the BankBank in the same capacity as he was employed prior to his termination for Disability; (ii) Executive’s 's full-time employment by another employer; (iii) expiration Executive attaining the age of the remaining term of this Agreement65; or (iv) Executive’s 's death. (d) In the event of Executive’s 's death during the term of this the Agreement, his estate, legal representatives or named beneficiaries (as directed by Executive executive in writing) shall be paid Executive’s 's Base Salary as defined in paragraph 3(a) at the rate in effect at the time of Executive’s 's death in accordance with the regular payroll practices of the Bank for a period of one (1) year from the date of Executive’s death's death in accordance with regular payroll practices, and the Bank shall will continue to provide non-taxable medical, dental and dental other insurance benefits normally provided for Executive’s 's family (in accordance with its customary co-pay percentages) for twelve (12) months one year after Executive’s 's death. Such payments are in addition to any other life insurance benefits that Executive’s beneficiaries may be entitled to receive under any employee benefit plan maintained by the Bank for the benefit of Executive, including, but not limited to, the Bank’s tax-qualified retirement plans.

TERMINATION FOR DISABILITY OR DEATH. (a) Termination of Executive’s employment based on “Disability” shall be construed to comply with Section 409A of the Internal Revenue Code and shall be deemed to have occurred if: (i) Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months, Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank Association or the Company; or (iii) Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections 6(b) and (c) shall apply upon the termination of the Executive’s employment based on Disability. Upon the determination that Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days. (b) Executive shall be entitled to receive benefits under all any short-term or long-term disability plans plan maintained by the Bank for its executivesAssociation. To the extent such benefits are less than Executive’s Base Salary, the Bank Association shall pay Executive an amount equal to the difference between such disability plan benefits, Social Security disability benefits and the amount of Executive’s Base Salary for the longer of one (1) year following the termination of his employment due to Disability or the remaining term of this Agreement, which shall be payable in accordance with the regular payroll practices of the BankAssociation. (c) The Bank shall cause to be continued non-taxable medical and dental coverage substantially comparable, as reasonably available, to the coverage maintained by the Bank for Executive prior to the termination of his employment based on Disability, except to the extent such coverage may be changed in its application to all Bank employees or not available on an individual basis to an employee terminated based on Disability. This coverage shall cease upon the earlier of (i) the date Executive returns to the full-time employment of the Bank; (ii) Executive’s full-time employment by another employer; (iii) expiration of the remaining term of this Agreement; or (iv) Executive’s death. (d) In the event of Executive’s death during the term of this Agreement, his estate, legal representatives or named beneficiaries (as directed by Executive in writing) shall be paid Executive’s Base Salary at the rate in effect at the time of Executive’s death in accordance with the regular payroll practices of the Bank Association for a period of one (1) year from the date of Executive’s death, and the Bank shall continue to provide non-taxable medical, and dental insurance benefits normally provided for Executive’s family (in accordance with its customary co-pay percentages) for twelve (12) months after Executive’s death. Such payments are in addition to any other life insurance benefits that Executive’s beneficiaries may be entitled to receive under any employee benefit plan maintained by the Bank Association for the benefit of Executive, including, but not limited to, the BankAssociation’s tax-qualified retirement plans.

TERMINATION FOR DISABILITY OR DEATH. (a) Termination of The Bank or Executive may terminate Executive’s employment based on after having established Executive’s Disability. For purposes of this Agreement, “Disability” shall be construed to comply with Section 409A of the Internal Revenue Code and shall be deemed to have occurred if: (i) Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months, Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank or the CompanyBank; or (iii) Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections 6(b) and (c) shall apply upon the termination of the Executive’s employment based on Disability. Upon the determination that Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days. (b) In the event of such Disability, Executive’s obligation to perform services under this Agreement will terminate. In the event of such termination, Executive shall be entitled continue to receive benefits under all short-term or long-term disability plans maintained by the Bank for its executives. To the extent such benefits are less than Executive’s her Base Salary, as defined in Section 3(a), at the Bank shall pay Executive an amount equal to rate in effect on the difference between such disability plan benefits, Social Security disability benefits and the amount Date of Executive’s Base Salary Termination for the longer period of one (1) year following the Date of Termination by reason of Disability. Such payments shall be reduced by the amount of any short- or long-term disability benefits payable to Executive under any disability program sponsored by the Company or the Bank, and if the disability insurance payments are excludable from Executive’s income for federal income tax purposes, such amounts due Executive under this Section 7(b), shall be tax adjusted, assuming a combined federal, state and city tax rate of 38%, for purposes of determining the reduction in the payments due under this Agreement to reflect the tax-free nature of the disability insurance payment. By way of illustration, a $100 tax-free disability insurance payment shall reduce the payment due under this Agreement by $161.30. In addition, in the event of termination of his employment due to Disability or Executive’s Disability, the remaining term Bank will continue to provide to Executive and her dependents for a period of this Agreementone (1) year, which shall be payable in accordance with the regular payroll practices of the Bank. (c) The Bank shall cause to be continued non-taxable medical medical, dental and dental coverage substantially comparable, as reasonably available, to the coverage maintained other health benefits that were provided by the Bank for to Executive and Executive’s family prior to the occurrence of Executive’s Disability, on the same terms (including cost to Executive) that were being provided to Executive immediately prior to the termination of his employment based on Disability, (except to the extent such coverage may be benefits are changed in its their application to all Bank continuing employees or not available on an individual basis to an employee terminated based on Disability. This coverage shall cease upon the earlier of (i) the date Executive returns to the full-time employment of the Bank; (ii) Executive’s full-time employment by another employer; (iii) expiration of the remaining term of this Agreement; or (iv) Executive’s death). (dc) In the event of Executive’s death during the term of this Agreement, his her estate, legal representatives or named beneficiary or beneficiaries (as directed by Executive in writing) shall be paid Executive’s Base Salary Salary, as defined in Section 3(a), at the rate in effect at the time of Executive’s death in accordance with the regular payroll practices of the Bank for a period of one (1) year from the date of Executive’s death, and the Bank shall will continue to provide Executive’s family the same non-taxable medical, dental, and dental insurance other health benefits normally that were provided for by the Bank to Executive’s family (in accordance with its customary co-pay percentages) for twelve (12) months after immediately prior to Executive’s death. Such payments , on the same terms, including cost, as if Executive were actively employed by the Bank, except to the extent the terms (including cost) of such benefits are changed in addition their application to any other life insurance benefits that all continuing employees of the Bank, such coverage to continue for a period of one (1) year after the date of Executive’s beneficiaries may death. (d) If the Bank cannot provide one or more of the non-taxable medical, dental or other health benefits set forth in Subsection (b) or (c) above because Executive is no longer an employee or in the event of the Executive’s death, the benefits extend beyond the applicable COBRA period for the Executive’s dependent(s), or applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated would subject the Bank or Executive (or Executive’s dependent(s), as applicable) to penalties, then the Bank shall pay the Executive (or her dependent(s)) a cash lump sum payment reasonably estimated to be entitled equal to receive under any employee benefit plan maintained the value of such benefits with value to be determined by the Bank policy premium paid for such coverage by the benefit of ExecutiveBank, including, but not limited toor for self insured benefits provided by the Bank, the Bank’s tax-qualified retirement plansfully equivalent rate(s) provided by the insurance provider(s), as applicable, within thirty (30) days after the date on which the Bank determines that it cannot provide such benefit directly. Notwithstanding the foregoing, if making a lump sum payment for any portion of such amount would violate Code Section 409A as an “impermissible acceleration,” then such portion would be paid to the Executive or her dependent(s) at the same time and in the same manner as the premiums for such benefit(s) would otherwise have been paid.

TERMINATION FOR DISABILITY OR DEATH. (a) 6.1. Termination of Executive’s employment based on “Disability” shall be construed to comply with Section Code section 409A of the Internal Revenue Code and shall be deemed to have occurred if: if (i) the Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that which can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that which can be expected to result in death, or last for a continuous period of not less than 12 months, the Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank or the CompanyEmployer; or (iii) the Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections paragraph 6(b) and (c) shall apply upon the termination of the Executive’s employment for Disability. 6.2. Executive shall participate in the short and long term disability plans and benefits offered by the Bank to senior executives, including, but not limited to, (i) long term disability income replacement benefits equal to no less than 60% of Executive’s base salary and bonus, based on Disability. Upon Executive being unable to perform the determination that Executive has suffered a Disability, disability payments hereunder shall commence within thirty required functions of Executive’s own occupation and (30ii) days. (b) Executive shall be entitled to receive supplemental retirement benefits under all short-term or a long-term disability plans maintained by program, such that, in the Bank event the Executive receives long term disability benefits, an additional amount will be credited for its executivesthe benefit of the Executive and will be paid at the time and in the form specified in the plan documents. To If Executive pays the extent premiums for such benefits are less than Executive’s Base Salarylong-term disability coverage on an after-tax basis, the Bank shall pay Executive an increase Executive’s base salary by the grossed up amount equal necessary in order to the difference between accommodate Executive’s payment of such disability plan benefitspremiums, Social Security disability benefits and the amount such that Executive’s net base salary is not decreased as a result of Executive’s Base Salary for the longer payment of one (1) year following the termination of his employment due to Disability or the remaining term of this Agreement, which shall be payable in accordance with the regular payroll practices of the Banksuch premiums on an after-tax basis. (c) 6.3. The Bank shall Employer will cause to be continued continued, under the same cost-sharing arrangement as is in effect for active employees, life insurance and non-taxable medical and dental health insurance coverage substantially comparable, as reasonably reasonable or customarily available, to the coverage maintained by the Bank Employer for Executive prior to the his termination of his employment based on for Disability, except to the extent such coverage may be changed in its application to all Bank Employer employees or not available on an individual basis to an employee terminated based on for Disability. This coverage shall cease upon the earlier of (i) the date Executive returns to the full-time employment of the Bank; (ii) Executive’s full-time employment by another employer; (iiiii) expiration Executive attaining the age of the remaining term of this Agreement65; or (iviii) Executive’s death. (d) In the event . Upon an termination of Executive’s death during employment due to Disability, the term of this Agreement, his estate, legal representatives or named beneficiaries (Executive shall have such rights as directed by Executive specified in writing) shall be paid Executive’s Base Salary at the rate in effect at the time of Executive’s death in accordance with the regular payroll practices of the Bank for a period of one (1) year from the date of Executive’s death, and the Bank shall continue to provide non-taxable medical, and dental insurance benefits normally provided for Executive’s family (in accordance with its customary co-pay percentages) for twelve (12) months after Executive’s death. Such payments are in addition to any other life insurance benefits that Executive’s beneficiaries may be entitled to receive under any employee benefit plan plans or programs maintained by the Bank for the benefit of ExecutiveEmployer, including, but not limited to, the Bank’s tax-qualified retirement plansas may be in effect from time to time.

TERMINATION FOR DISABILITY OR DEATH. (a) Termination of Executive’s employment based on “Disability” shall be construed to comply with Section Code section 409A of the Internal Revenue Code and shall be deemed to have occurred if: if (i) the Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that which can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that which can be expected to result in death, or last for a continuous period of not less than 12 months, the Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank or the CompanyBank; or (iii) the Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections paragraph 6(b) and (c) shall apply upon the termination of the Executive’s employment based on for Disability. Upon the determination that Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days. (b) The Executive shall be entitled to receive benefits under all short-term any short or long-long term disability plans plan maintained by the Bank for its executivesBank. To the extent such benefits are less than the Executive’s Base Salary, the Bank shall will pay Executive an amount equal to the difference between such disability plan benefits, Social Security disability benefits and the amount of Executive’s Base Salary for the longer of one (1i) year following the termination of his employment due to Disability or the remaining term of this Agreement, which shall be payable in accordance with the regular payroll practices Agreement or (ii) one year following his termination of the Bankemployment due to Disability. (c) The Bank shall will cause to be continued non-taxable medical life, medical, dental and dental vision coverage substantially comparable, as reasonably reasonable or customarily available, to the coverage maintained by the Bank for Executive prior to the his termination of his employment based on for Disability, except to the extent such coverage may be changed in its application to all Bank employees or not available on an individual basis to an employee terminated based on for Disability. This coverage shall cease upon the earlier of (i) the date Executive returns to the full-time employment of the Bank; (ii) Executive’s full-time employment by another employer; (iii) expiration Executive attaining the age of the remaining term of this Agreement65; or (iv) Executive’s death. (d) In the event of Executive’s death during the term of this the Agreement, his estate, legal representatives or named beneficiaries (as directed by Executive executive in writing) shall be paid Executive’s Base Salary as defined in paragraph 3(a) at the rate in effect at the time of Executive’s death in accordance with the regular payroll practices of the Bank for a period of one (1) year from the date of Executive’s death, and the Bank shall will continue to provide non-taxable medical, dental, vision and dental other insurance benefits normally provided for Executive’s family (in accordance with its customary co-pay percentages) for twelve one (121) months year after Executive’s death. Such payments are in addition to any other life insurance benefits that the Executive’s beneficiaries may be entitled to receive under any employee benefit plan maintained by the Bank for the benefit of the Executive, including, but not limited to, the Bank’s tax-qualified retirement plansplans and the Executive Salary Continuation Agreement (SERP).

TERMINATION FOR DISABILITY OR DEATH. (a) Termination of Executive’s employment based on “Disability” shall be construed to comply with Section 409A of the Internal Revenue Code and shall be deemed to have occurred if: (i) Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months, Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank or the Company; or (iii) Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections 6(b) and (c) shall apply upon the termination of the Executive’s employment based on Disability. Upon the determination that Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days. (b) Executive shall be entitled to receive benefits under all short-term any short- or long-term disability plans plan maintained by the Bank for its executivesBank. To the extent such benefits are less than Executive’s Base Salary, the Bank shall pay Executive an amount equal to the difference between such disability plan benefits, Social Security disability benefits and the amount of Executive’s full Base Salary for the longer of one five (15) year years following the termination of his her employment due to Disability or the remaining term Disability, and 75% of this AgreementExecutive’s Base Salary thereafter until Executive reaches age 65, which shall be payable in accordance with the regular payroll practices of the Bank. (c) The Bank shall cause to be continued life insurance coverage (other than any split dollar life insurance coverage that terminates upon termination of employment) and non-taxable medical and dental coverage substantially comparable, as reasonably reasonable available, to the coverage maintained by the Bank for Executive prior to the termination of his her employment based on Disability, except to the extent such coverage may be changed in its application to all Bank employees or not available on an individual basis to an employee terminated based on Disability. This coverage shall cease upon the earlier of (i) the date Executive returns to the full-time employment of the Bank; (ii) Executive’s full-time employment by another employer; (iii) expiration Executive attaining the age of the remaining term of this Agreement65; or (iv) Executive’s death. (d) In the event of Executive’s death during the term of this Agreement, his her estate, legal representatives or named beneficiaries (as directed by Executive in writing) shall be paid Executive’s Base Salary at the rate in effect at the time of Executive’s death in accordance with the regular payroll practices of the Bank for a period of one two (12) year years from the date of Executive’s death, and the Bank shall continue to provide non-taxable medical, dental and dental other insurance benefits normally provided for Executive’s family (in accordance with its customary co-pay percentages) for twelve thirty-six (1236) months after Executive’s death. Such payments are in addition to any other life insurance benefits that Executive’s beneficiaries may be entitled to receive under any employee benefit plan maintained by the Bank for the benefit of Executive, including, but not limited to, the Bank’s tax-qualified retirement plansplans and The XxXxxxx Savings Bank Supplemental Executive Retirement Plan (SERP).

TERMINATION FOR DISABILITY OR DEATH. (a) Termination of Executive’s employment based on “Disability” shall be construed to comply with Section 409A of the Internal Revenue Code and shall be deemed to have occurred if: (i) Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for and as a continuous period of not less than 12 monthsresult, Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank or the Company; or (iiiii) Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections 6(b) and (c) shall apply upon the termination of the Executive’s employment based on Disability. Upon the determination that Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days. (b) Executive shall be entitled to receive benefits under all short-term or long-term disability plans maintained by the Bank for its executives. To the extent such benefits are less than Executive’s Base Salarypermitted by applicable law, the Bank shall pay Executive an amount equal to the difference between such disability plan benefits, Social Security disability benefits and the amount of Executive’s Base Salary for the longer of one (1) year following the termination of his employment due to Disability or the remaining term of this Agreement, which shall be payable in accordance with the regular payroll practices of the Bank. (c) The Bank shall cause to be continued life insurance coverage and non-taxable medical and dental coverage substantially comparable, as reasonably available, to the coverage maintained by the Bank for Executive and Executive’s dependents prior to the termination of his her employment based on DisabilityDisability (in accordance with its customary co-pay percentages), except to the extent such coverage may be changed in its application to all Bank employees or not available on an individual basis to an employee terminated based on Disability. This coverage shall cease upon the earlier of (i) the date Executive returns to the full-time employment of the Bank; (ii) Executive’s full-time employment by another employer; or (iii) expiration twelve (12) months after the date of termination of Executive’s employment based on Disability. Nothing herein shall be construed to prevent Executive from continuing such coverage for the remainder of the remaining term applicable COBRA period at her own expense. If participation by the Executive is not permitted under the terms of this Agreementan applicable plan (i.e., such as the group life insurance plan), the Bank shall provide Executive with reimbursement (payable on a monthly basis) of premiums paid by the Executive to obtain similar benefits for the period specified above; or (iv) Executive’s deathprovided, however, that the reimbursement shall not exceed the cost of the monthly premiums for active employees. (dc) In the event of Executive’s death during the term of this Agreement, his her estate, legal representatives or named beneficiaries (as directed by Executive in writing) shall be paid Executive’s Base Salary at the rate in effect at the time of Executive’s death in accordance with the regular payroll practices of the Bank for a period of one six (16) year months from the date of Executive’s death, and the Bank shall continue to provide non-taxable medical, and dental insurance benefits normally provided for Executive’s family (in accordance with its customary co-pay percentages) for twelve (12) months after Executive’s death. Such payments are in addition to any other life insurance benefits that Executive’s beneficiaries may be entitled to receive under any employee benefit plan maintained by the Bank for the benefit of Executive, including, but not limited to, the Bank’s tax-qualified retirement plans. In addition, the Bank shall continue to provide for twelve (12) months after Executive’s death non-taxable medical, dental and other insurance benefits substantially comparable to the coverage maintained by the Bank for Executive’s dependents prior to her death (in accordance with the customary co-pay percentages). Nothing herein shall be construed to prevent Executive’s eligible dependents from continuing such coverage for the remainder of any applicable COBRA period at their own expense.

TERMINATION FOR DISABILITY OR DEATH. (a) Termination of Executive’s employment based on “Disability” shall be construed to comply with Section 409A of the Internal Revenue Code and shall be deemed to have occurred if: (i) Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for and as a continuous period of not less than 12 monthsresult, Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank or the Company; or (iiiii) Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections 6(b) and (c) shall apply upon the termination of the Executive’s employment based on Disability. Upon the determination that Executive has suffered a Disability, disability payments hereunder to which Executive is entitled as a employee of the Bank, if any, shall commence within thirty (30) days. (b) Executive shall be entitled to receive benefits under all short-term or long-term disability plans maintained by the Bank for its executives. To the extent such benefits are less than Executive’s Base Salary, the Bank shall pay Executive an amount equal to the difference between such disability plan benefits, Social Security disability benefits and the amount of Executive’s Base Salary for the longer of one (1) year following the termination of his employment due to Disability or the remaining term of this Agreement, which shall be payable in accordance with the regular payroll practices of the Bank. (c) The Bank shall cause to be continued non-taxable medical term life insurance coverage and dental long term care coverage substantially comparable, as reasonably available, to the coverage maintained by the Bank for Executive and Executive’s wife prior to the termination of his employment based on DisabilityDisability (in accordance with the customary co-pay percentages and assuming Executive’s reimbursement of the costs of his wife’s coverage), except to the extent such coverage may be changed in its application to all Bank employees or not available on an individual basis to an employee terminated based on Disability. This coverage shall cease upon the earlier of (i) the date Executive returns to the Executive’s employment by another employer on a full-time employment of the Bank; (ii) Executive’s fullor part-time employment by another employerbasis; or (iii) expiration twelve (12) months following the date of termination of Executive’s employment based on Disability. If participation by the Executive is not permitted under the terms of an applicable plan (i.e., such as a group life insurance plan), the Bank shall provide Executive with reimbursement (payable on a monthly basis) of premiums paid by the Executive to obtain similar benefits for the period specified above; provided, however, that the reimbursement shall not exceed the cost of the remaining term of this Agreement; or (iv) Executive’s deathmonthly premiums for active employees. (dc) In the event of Executive’s death during the term of this Agreement, his estate, legal representatives or named beneficiaries (as directed by Executive in writing) shall be paid Executive’s Base Salary at the rate in effect at the time of Executive’s death in accordance with the regular payroll practices of the Bank for a period of one six (16) year months from the date of Executive’s death, and the Bank shall continue to provide non-taxable medical, and dental insurance benefits normally provided for Executive’s family (in accordance with its customary co-pay percentages) for twelve (12) months after Executive’s death. Such payments are in addition to any other life insurance benefits that Executive’s beneficiaries may be entitled to receive under any employee benefit plan maintained by the Bank for the benefit of Executive, including, but not limited to, the Bank’s tax-qualified retirement plans.

TERMINATION FOR DISABILITY OR DEATH. (a) a. Termination of Executive’s employment based on “Disability” shall be construed to comply with Section 409A of the Internal Revenue Code and shall be deemed to have occurred if: (i) Executive is unable to engage in any substantial gainful activity by reason mean termination because of any medically determinable physical or mental impairment that can be expected to result in death, or last which qualifies Executive for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months, Executive is receiving income replacement disability benefits for a period of not less than three months under an accident and health the applicable long-term disability plan covering employees of the Bank or the Company; or (iii) Executive is determined to be totally disabled maintained by the Employers or any subsidiary or, if no such plan applies, which would qualify Executive for disability benefits under the Federal Social Security AdministrationSystem. The provisions of Sections paragraph 6(b) and (c) shall apply upon the termination of the Executive’s employment based on for Disability. Upon the determination that Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days. (b) Executive shall be entitled to receive benefits under all shortb. The Bank will pay Executive, as disability pay, a bi-term or long-term disability plans maintained by the Bank for its executives. To the extent such benefits are less than Executive’s Base Salary, the Bank shall pay Executive an amount weekly payment equal to the difference between such disability plan benefits, Social Security disability benefits and the amount seventy-five percent (75%) of Executive’s bi-weekly rate of Base Salary for on the longer effective date of one such termination. These disability payments shall commence on the effective date of Executive’s termination and will end on the earlier (1i) year following the termination date Executive returns to employment of his the Bank (ii) Executive’s employment due to Disability by another employer; (iii) Executive attains the age of 65; or the remaining term of this Agreement, which (iv) Executive’s death. The disability pay shall be payable in accordance with reduced by the regular payroll practices amount, if any, paid to Executive under any plan of the Bank. (c) Bank or any other source of compensation or benefits. The Bank shall will cause to be continued non-taxable life, medical and dental coverage substantially comparable, as reasonably reasonable or customarily available, to the coverage maintained by the Bank for Executive prior to the his termination of his employment based on for Disability, except to the extent such coverage may be changed in its application to all Bank employees or not available on an individual basis to an employee terminated based on for Disability. This coverage shall cease upon the earlier of (i) the date Executive returns to the full-time employment of the Bank in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between Executive and the Bank; (ii) Executive’s full-time employment by another employer; (iii) expiration Executive attaining the age of the remaining term of this Agreement65; or (iv) Executive’s death. (d) In the event of Executive’s death during the term of this Agreement, his estate, legal representatives or named beneficiaries (as directed by Executive in writing) shall be paid Executive’s Base Salary at the rate in effect at the time of Executive’s death in accordance with the regular payroll practices of the Bank for a period of one (1) year from the date of Executive’s death, and the Bank shall continue to provide non-taxable medical, and dental insurance benefits normally provided for Executive’s family (in accordance with its customary co-pay percentages) for twelve (12) months after Executive’s death. Such payments are in addition to any other life insurance benefits that Executive’s beneficiaries may be entitled to receive under any employee benefit plan maintained by the Bank for the benefit of Executive, including, but not limited to, the Bank’s tax-qualified retirement plans.

TERMINATION FOR DISABILITY OR DEATH. (a) Termination of Executive’s employment based on “Disability” shall be construed to comply with Section Code section 409A of the Internal Revenue Code and shall be deemed to have occurred if: if (i) the Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that which can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that which can be expected to result in death, or last for a continuous period of not less than 12 months, the Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank or the CompanyEmployer; or (iii) the Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections paragraph 6(b) and (c) shall apply upon the termination of the Executive’s employment based on for Disability. Upon the determination that Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days. (b) The Executive shall be entitled to receive benefits under all short-term any short or long-long term disability plans plan maintained by the Bank for its executivesEmployer. To the extent such benefits are less than the Executive’s Base Salary, the Bank shall Employer will pay Executive an amount equal to the difference between such disability plan benefits, Social Security disability benefits and the amount of Executive’s Base Salary for the longer of one (1i) year following the termination of his employment due to Disability or the remaining term of this Agreement, which the Agreement or (ii) one year following his termination of employment due to Disability. Any payments required hereunder shall be payable in accordance with monthly installments and shall commence within 30 days following the regular payroll practices of the Bankdate on which Executive is determined to be Disabled. (c) The Bank shall Employer will cause to be continued life insurance and non-taxable medical medical, dental and dental vision coverage substantially comparable, as reasonably reasonable or customarily available, to the coverage maintained by the Bank Employer for Executive prior to the his termination of his employment based on for Disability, except to the extent such coverage may be changed in its application to all Bank Employer employees or not available on an individual basis to an employee terminated based on for Disability. This coverage shall cease upon the earlier of (i) the date Executive returns to the full-time employment of the BankEmployer; (ii) Executive’s full-time employment by another employer; (iii) expiration Executive attaining the age of the remaining term of this Agreement65; or (iv) Executive’s death. If the Bank cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, and applicable rules and regulations (including, but not limited to the Affordable Care Act) prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment shall be made in a lump sum within 30 days after the later of Executive’s date of termination or the effective date of the rules or regulations prohibiting such benefits or subjecting the Bank to penalties. (d) In the event of Executive’s death during the term of this the Agreement, his estate, legal representatives or named beneficiaries (as directed by Executive executive in writing) shall be paid Executive’s Base Salary as defined in paragraph 3(a) at the rate in effect at the time of Executive’s death in accordance with the regular payroll practices of the Bank for a period of one (1) year from the date of Executive’s death, and the Bank shall Employer will continue to provide non-taxable medical, dental, vision and dental other insurance benefits normally provided for Executive’s family (in accordance with its customary co-pay percentages) for twelve one (121) months year after Executive’s death. Such payments are in addition to any other life insurance benefits that the Executive’s beneficiaries may be entitled to receive under any employee benefit plan maintained by the Bank Employer for the benefit of the Executive, including, but not limited to, the BankEmployer’s tax-qualified retirement plansplans and the Executive Salary Continuation Agreement (SERP). If the Bank cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, and applicable rules and regulations (including, but not limited to the Affordable Care Act) prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment shall be made in a lump sum within 30 days after the later of Executive’s date of termination or the effective date of the rules or regulations prohibiting such benefits or subjecting the Bank to penalties.

TERMINATION FOR DISABILITY OR DEATH. (a) Termination of Executive’s employment based on “Disability” shall be construed to comply with Section 409A of the Internal Revenue Code and shall be deemed to have occurred if: (i) Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months, Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank Association or the Company; or (iii) Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections 6(b) and (c) shall apply upon the termination of the Executive’s employment based on Disability. Upon the determination that Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days. (b) Executive shall be entitled to receive benefits under all any short-term or long-term disability plans plan maintained by the Bank for its executivesAssociation. To the extent such benefits are less than Executive’s Base Salary, the Bank Association shall pay Executive an amount equal to the difference between such disability plan benefits, Social Security disability benefits and the amount of Executive’s Base Salary for the longer of one (1) year following the termination of his employment due to Disability or the remaining term of this Agreement, which shall be payable in accordance with the regular payroll practices of the BankAssociation. (c) The Bank Association shall cause to be continued life insurance coverage and non-taxable medical and dental coverage substantially comparable, as reasonably reasonable available, to the coverage maintained by the Bank Association for Executive prior to the termination of his employment based on Disability, except to the extent such coverage may be changed in its application to all Bank Association employees or not available on an individual basis to an employee terminated based on Disability. This coverage shall cease upon the earlier of (i) the date Executive returns to the full-time employment of the BankAssociation; (ii) Executive’s full-time employment by another employer; (iii) expiration of the remaining term of this Agreement; or (iv) Executive’s death. Notwithstanding the foregoing, if the Insurance Coverage is not permitted by applicable law (including, but not limited to, laws prohibiting discriminating in favor of highly compensated employees) or to the extent such coverage will result in an excise tax or additional tax to the Company, Association or Executive (other than ordinary income tax), the Association shall pay the Executive a lump sum payment equal to the monthly premiums payable by the Executive to obtain similar benefits, with such payment made within ten (10) days of the Executive’s Separation from Service, to the extent that such payment does not violate the Insurance Coverage restrictions (other than ordinary income tax). (d) In the event of Executive’s death during the term of this Agreement, his estate, legal representatives or named beneficiaries (as directed by Executive in writing) shall be paid Executive’s Base Salary at the rate in effect at the time of Executive’s death in accordance with the regular payroll practices of the Bank Association for a period of one (1) year from the date of Executive’s death, and the Bank Association shall continue to provide non-taxable medical, dental and dental other insurance benefits normally provided for Executive’s family (in accordance with its customary co-pay percentages) for twelve (12) months after Executive’s death. Such payments are in addition to any other life insurance benefits that Executive’s beneficiaries may be entitled to receive under any employee benefit plan maintained by the Bank Association for the benefit of Executive, including, but not limited to, the BankAssociation’s tax-qualified retirement plans. Notwithstanding the foregoing, if the Insurance Coverage is not permitted by applicable law (including, but not limited to, laws prohibiting discriminating in favor of highly compensated employees) or to the extent such coverage will result in an excise tax or additional tax to the Company, Association or Executive (other than ordinary income tax), the Association shall pay the Executive a lump sum payment equal to the monthly premiums payable by the Executive to obtain similar benefits, with such payment made within ten (10) days of the Executive’s Separation from Service, to the extent that such payment does not violate the Insurance Coverage restrictions (other than ordinary income tax).

TERMINATION FOR DISABILITY OR DEATH. (a) Termination of Executive’s employment based on “Disability” shall be construed to comply with Code Section 409A of the Internal Revenue Code and shall be deemed to have occurred if: (i) Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months, Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank or the CompanyBank’s holding company; or (iii) Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections 6(b) and (c) shall apply upon the termination of the Executive’s employment based on Disability. Upon the determination that Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days. (b) Executive shall be entitled to receive benefits under all short-term any short- or long-term disability plans plan maintained by the Bank for its executivesBank. To the extent such taxable or non-taxable benefits are less than Executive’s after-tax or pre-tax Base SalarySalary (respectively), the Bank shall pay Executive an amount equal to the difference between such disability plan benefits, Social Security disability benefits and the amount of Executive’s Base Salary for the longer of one (1i) year following the termination of his employment due to Disability or the remaining term of this Agreement, which shall be payable in accordance with or (ii) one year following the regular payroll practices termination of the Bankemployment due to Disability. (c) The Bank shall cause to be continued life insurance coverage and non-taxable medical and dental coverage substantially comparable, as reasonably available, comparable to the coverage maintained by the Bank for Executive prior to the termination of his employment based on Disability, except to the extent such coverage may be changed in its application to all Bank employees or not available on an individual basis to an employee terminated based on Disability. This coverage shall cease upon the earlier of (i) the date Executive returns to the full-time employment of the Bank; (ii) Executive’s full-time employment by another employer; (iii) expiration Executive attaining the age of the remaining term of this Agreement65; or (iv) Executive’s death. (d) In the event of Executive’s death during the term of this Agreement, his Executive’s estate, legal representatives or named beneficiaries (as directed by Executive in writing) shall be paid Executive’s Base Salary at the rate in effect at the time of Executive’s death in accordance with the regular payroll practices of the Bank for a period of one (1) year from the date of Executive’s death, and the Bank shall continue to provide non-taxable medical, dental and dental other insurance benefits normally provided for Executive’s family (in accordance with its customary co-pay percentages) for twelve one (121) months year after Executive’s death. Such payments are in addition to any other life insurance benefits that Executive’s beneficiaries may be entitled to receive under any employee benefit plan maintained by the Bank for the benefit of Executive, including, but not limited to, the Bank’s tax-qualified retirement plans.

TERMINATION FOR DISABILITY OR DEATH. (a) Termination of Executive’s 's employment based on “"Disability” " shall be construed to comply with Section Code section 409A of the Internal Revenue Code and shall be deemed to have occurred if: if (i) the Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that which can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that which can be expected to result in death, or last for a continuous period of not less than 12 months, the Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank or the CompanyBank; or (iii) the Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections paragraph 6(b) and (c) shall apply upon the termination of the Executive’s 's employment based on for Disability. Upon the determination that Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days. (b) The Executive shall be entitled to receive benefits under all short-term any short or long-long term disability plans plan maintained by the Bank for its executivesBank. To the extent such benefits are less than the Executive’s 's Base Salary, the Bank shall will pay Executive an amount equal to the difference between such disability plan benefits, Social Security disability benefits and the amount of Executive’s 's Base Salary for the longer of one (1i) year following the termination of his employment due to Disability or the remaining term of this Agreement, which the Agreement or (ii) one year following his termination of employment due to Disability. Any payments required hereunder shall be payable in accordance with monthly installments and shall commence within 30 days following the regular payroll practices of the Bankdate on which Executive is determined to be Disabled. (c) The Bank shall will cause to be continued life insurance and non-taxable medical medical, dental and dental vision coverage substantially comparable, as reasonably reasonable or customarily available, to the coverage maintained by the Bank for Executive prior to the his termination of his employment based on for Disability, except to the extent such coverage may be changed in its application to all Bank employees or not available on an individual basis to an employee terminated based on for Disability. This coverage shall cease upon the earlier of (i) the date Executive returns to the full-time employment of the Bank; (ii) Executive’s 's full-time employment by another employer; (iii) expiration Executive attaining the age of the remaining term of this Agreement65; or (iv) Executive’s 's death. (d) In the event of Executive’s 's death during the term of this the Agreement, his estate, legal representatives or named beneficiaries (as directed by Executive executive in writing) shall be paid Executive’s 's Base Salary as defined in paragraph 3(a) at the rate in effect at the time of Executive’s 's death in accordance with the regular payroll practices of the Bank for a period of one (1) year from the date of Executive’s 's death, and the Bank shall will continue to provide non-taxable medical, dental, vision and dental other insurance benefits normally provided for Executive’s 's family (in accordance with its customary co-pay percentages) for twelve one (121) months year after Executive’s 's death. Such payments are in addition to any other life insurance benefits that the Executive’s 's beneficiaries may be entitled to receive under any employee benefit plan maintained by the Bank for the benefit of the Executive, including, but not limited to, the Bank’s 's tax-qualified retirement plansplans and the Executive Salary Continuation Agreement (SERP).

TERMINATION FOR DISABILITY OR DEATH. (a) Termination of Executive’s 's employment based on “"Disability” " shall be construed to comply with Section 409A of the Internal Revenue Code and shall be deemed to have occurred if: (i) Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 twelve (12) months; (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 twelve (12) months, Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank or the Company; or (iii) Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections 6(b) and (c) shall apply upon the termination of the Executive’s 's employment based on Disability. Upon the determination that Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days. (b) Executive shall be entitled to receive benefits Base Salary earned until the date of Executive's termination of employment due to Disability, plus payment for unused vacation, personal leave, sick leave and other vested benefits, as well as payment under all short-term any short- or long-term disability plans plan maintained by the Bank for its executives. To the extent such benefits are less than Executive’s Base Salary, the Bank shall pay Executive an amount equal to the difference between such disability plan benefits, Social Security disability benefits and the amount of Executive’s Base Salary for the longer of one (1) year following the termination of his employment due to Disability or the remaining term of this Agreement, which shall be payable in accordance with the regular payroll practices of the Bank. (c) The Bank shall cause to be continued life, disability, and non-taxable medical and dental insurance coverage substantially comparable, as reasonably available, comparable to the coverage maintained by the Bank for the Executive prior to the termination of his employment based on Disability, except to the extent such coverage may be changed in its application to all Bank employees or not available on an individual basis to an employee terminated based on Disability. This coverage shall cease upon the earlier of (i) the date Executive returns to the full-time employment of the Bank; (ii) Executive’s 's full-time employment by another employer; or (iii) expiration of the remaining term of this Agreement; or (iv) Executive’s 's death. (d) In the event of Executive’s 's death during the term of this Agreement, his estate, legal representatives or named beneficiaries (as directed by Executive in writing) shall be paid Executive’s 's earned but unpaid Base Salary at the rate in effect at the time of through Executive’s death in accordance with the regular payroll practices of the Bank for a period of one (1) year from the 's date of Executive’s death, and the Bank Employer shall continue to provide non-taxable pay all premiums for six (6) months following Executive's date of death for medical, dental and dental other insurance benefits normally provided for Executive’s family (in accordance with its customary co-pay percentages) for twelve (12) months after Executive’s death's family. Such payments are in addition to any other life insurance benefits that Executive’s 's beneficiaries may be entitled to receive under any employee benefit plan maintained by the Bank for the benefit of Executive, including, but not limited to, the Bank’s 's life insurance and tax-qualified and non-qualified retirement plans.

TERMINATION FOR DISABILITY OR DEATH. (a) Termination of Executive’s employment based on “Disability” shall be construed to comply with Section Code section 409A of the Internal Revenue Code and shall be deemed to have occurred if: if (i) the Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that which can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that which can be expected to result in death, or last for a continuous period of not less than 12 months, the Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank or the CompanyEmployer; or (iii) the Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections paragraph 6(b) and (c) shall apply upon the termination of the Executive’s employment based on for Disability. Upon the determination that Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days. (b) The Executive shall be entitled to receive benefits under all short-term any short or long-long term disability plans plan maintained by the Bank for its executivesEmployer. To the extent such benefits are less than the Executive’s Base Salary, the Bank shall Employer will pay Executive an amount equal to the difference between such disability plan benefits, Social Security disability benefits and the amount of Executive’s Base Salary for the longer of one (1i) year following the termination of his employment due to Disability or the remaining term of this Agreement, which the Agreement or (ii) one year following his termination of employment due to Disability. Any payments required hereunder shall be payable in accordance with monthly installments and shall commence within 30 days following the regular payroll practices of the Bankdate on which Executive is determined to be Disabled. (c) The Bank shall Employer will cause to be continued life insurance and non-taxable medical and dental coverage substantially comparable, as reasonably reasonable or customarily available, to the coverage maintained by the Bank Employer for Executive prior to the his termination of his employment based on for Disability, except to the extent such coverage may be changed in its application to all Bank Employer employees or not available on an individual basis to an employee terminated based on for Disability. This coverage shall cease upon the earlier of (i) the date Executive returns to the full-time employment of the BankEmployer; (ii) Executive’s full-time employment by another employer; (iii) expiration Executive attaining the age of the remaining term of this Agreement65; or (iv) Executive’s death. (d) In the event of Executive’s death during the term of this the Agreement, his estate, legal representatives or named beneficiaries (as directed by Executive executive in writing) shall be paid Executive’s Base Salary as defined in paragraph 3(a) at the rate in effect at the time of Executive’s death in accordance with the regular payroll practices of the Bank for a period of one (1) year from the date of Executive’s death, and the Bank shall Employer will continue to provide non-taxable medical, dental and dental other insurance benefits normally provided for Executive’s family (in accordance with its customary co-pay percentages) for twelve one (121) months year after Executive’s death. Such payments are in addition to any other life insurance benefits that the Executive’s beneficiaries may be entitled to receive under any employee benefit plan maintained by the Bank Employer for the benefit of the Executive, including, but not limited to, the BankEmployer’s tax-qualified retirement plansplans and the Executive Salary Continuation Agreement (SERP).

TERMINATION FOR DISABILITY OR DEATH. (a) Termination of Executive’s 's employment based on “"Disability” " shall be construed to comply with Section Code section 409A of the Internal Revenue Code and shall be deemed to have occurred if: if (i) the Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that which can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that which can be expected to result in death, or last for a continuous period of not less than 12 months, the Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank or the CompanyEmployer; or (iii) the Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections paragraph 6(b) and (c) shall apply upon the termination of the Executive’s 's employment based on for Disability. Upon the determination that Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days. (b) The Executive shall be entitled to receive benefits under all short-term any short or long-long term disability plans plan maintained by the Bank for its executivesEmployer. To the extent such benefits are less than the Executive’s 's Base Salary, the Bank shall Employer will pay Executive an amount equal to the difference between such disability plan benefits, Social Security disability benefits and the amount of Executive’s 's Base Salary for the longer of one (1i) year following the termination of his employment due to Disability or the remaining term of this Agreement, which the Agreement or (ii) one year following his termination of employment due to Disability. Any payments required hereunder shall be payable in accordance with monthly installments and shall commence within 30 days following the regular payroll practices of the Bankdate on which Executive is determined to be Disabled. (c) The Bank shall Employer will cause to be continued life insurance and non-taxable medical and dental coverage substantially comparable, as reasonably reasonable or customarily available, to the coverage maintained by the Bank Employer for Executive prior to the his termination of his employment based on for Disability, except to the extent such coverage may be changed in its application to all Bank Employer employees or not available on an individual basis to an employee terminated based on for Disability. This coverage shall cease upon the earlier of (i) the date Executive returns to the full-time employment of the BankEmployer; (ii) Executive’s 's full-time employment by another employer; (iii) expiration Executive attaining the age of the remaining term of this Agreement65; or (iv) Executive’s 's death. (d) In the event of Executive’s 's death during the term of this the Agreement, his estate, legal representatives or named beneficiaries (as directed by Executive executive in writing) shall be paid Executive’s 's Base Salary as defined in paragraph 3(a) at the rate in effect at the time of Executive’s 's death in accordance with the regular payroll practices of the Bank for a period of one (1) year from the date of Executive’s 's death, and the Bank shall Employer will continue to provide non-taxable medical, dental and dental other insurance benefits normally provided for Executive’s 's family (in accordance with its customary co-pay percentages) for twelve one (121) months year after Executive’s 's death. Such payments are in addition to any other life insurance benefits that the Executive’s 's beneficiaries may be entitled to receive under any employee benefit plan maintained by the Bank Employer for the benefit of the Executive, including, but not limited to, the Bank’s Employer's tax-qualified retirement plansplans and the Executive Salary Continuation Agreement (SERP).

TERMINATION FOR DISABILITY OR DEATH. (a) Termination of Executive’s employment based on “Disability” shall be construed to comply with Section 409A of the Internal Revenue Code and shall be deemed to have occurred if: (i) Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months, Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank or the CompanyBank’s holding company; or (iii) Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections 6(b) and (c) shall apply upon the termination of the Executive’s employment based on Disability. Upon the determination that Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days. (b) Executive shall be entitled to receive benefits under all short-term any short- or long-term disability plans plan maintained by the Bank for its executivesBank. To the extent such benefits are less than Executive’s Base Salary, the Bank shall pay Executive an amount equal to the difference between such disability plan benefits, Social Security disability benefits and the amount of Executive’s Base Salary for the longer of one (1) year following the termination of his employment due to Disability or the remaining term of this Agreement, which shall be payable in accordance with the regular payroll practices of the Bank. (c) The Bank shall cause to be continued non-taxable medical and dental coverage substantially comparable, as reasonably reasonable or customarily available, to the coverage maintained by the Bank for Executive and his family prior to the termination of his employment based on Disability, except to the extent such coverage may be changed in its application to all Bank employees or not available on an individual basis to an employee terminated based on Disability. This coverage shall cease upon following the earlier of (i) the date Executive returns to the full-time employment of the Bank; (ii) Executive’s full-time employment by another employer; (iii) expiration of the remaining term of this the Agreement; or (iv) Executive’s death. (d) In the event of Executive’s death during the term of this Agreement, his estate, legal representatives or named beneficiaries (as directed by Executive in writing) shall be paid Executive’s Base Salary and bonus(es) at the rate in effect at the time of Executive’s death in accordance with for the regular payroll practices remaining term of the Bank for a period of one (1Agreement in the same manner and at the same time that such Base Salary and bonus(es) year from the date of Executive’s deathwould have been paid to Executive had he survived, and the Bank shall continue to provide non-taxable medical, dental and dental other insurance benefits normally provided for Executive’s family (in accordance with its customary co-pay percentages) for twelve (12) months after Executive’s deaththe remaining term of this Agreement. Such payments are in addition to any other life insurance benefits that Executive’s beneficiaries may be entitled to receive under any employee benefit plan maintained by the Bank for the benefit of Executive, including, but not limited to, the Bank’s tax-qualified and non-qualified retirement plans.

TERMINATION FOR DISABILITY OR DEATH. (a) 6.1. Termination of Executive’s employment based on “Disability” shall be construed to comply with Section Code section 409A of the Internal Revenue Code and shall be deemed to have occurred if: if (i) the Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that which can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that which can be expected to result in death, or last for a continuous period of not less than 12 months, the Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank or the CompanyEmployer; or (iii) the Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections paragraph 6(b) and (c) shall apply upon the termination of the Executive’s employment for Disability. 6.2. Executive shall participate in the short and long term disability plans and benefits offered by the Bank to senior executives, including, but not limited to, (i) long term disability income replacement benefits equal to no less than 60% of Executive’s base salary and bonus, based on Disability. Upon Executive being unable to perform the determination that Executive has suffered a Disability, disability payments hereunder shall commence within thirty required functions of Executive’s own occupation and (30ii) days. (b) Executive shall be entitled to receive supplemental retirement benefits under all short-term or a long-term disability plans maintained by program, such that, in the Bank event the Executive receives long term disability benefits, an additional amount will be credited for its executivesthe benefit of the Executive and will be paid at the time and in the form specified in the plan documents. To If Executive pays the extent premiums for such benefits are less than Executive’s Base Salarylong-term disability coverage on an after-tax basis, the Bank shall pay Executive an increase Executive’s base salary by the grossed up amount equal necessary in order to the difference between accommodate Executive’s payment of such disability plan benefitspremiums, Social Security disability benefits and the amount such that Executive’s net base salary is not decreased as a result of Executive’s Base Salary for the longer payment of one (1) year following the termination of his employment due to Disability or the remaining term of this Agreement, which shall be payable in accordance with the regular payroll practices of the Banksuch premiums on an after-tax basis. (c) 6.3. The Bank shall Employer will cause to be continued continued, under the same cost-sharing arrangement as is in effect for active employees, life insurance and non-taxable medical and dental health insurance coverage substantially comparable, as reasonably reasonable or customarily available, to the coverage maintained by the Bank Employer for Executive prior to the his termination of his employment based on for Disability, except to the extent such coverage may be changed in its application to all Bank Employer employees or not available on an individual basis to an employee terminated based on for Disability. This coverage shall cease upon the earlier of (i) the date Executive returns to the full-time employment of the Bank; (ii) Executive’s full-time employment by another employer; (ii) Executive attaining the age of 65; (iii) expiration of the remaining term of this AgreementExecutive’s death; or (iv) Executive’s death. (d) In thirty-six months after the event Effective Date. Upon a termination of Executive’s death during employment due to Disability, the term of this Agreement, his estate, legal representatives or named beneficiaries (Executive shall have such rights as directed by Executive specified in writing) shall be paid Executive’s Base Salary at the rate in effect at the time of Executive’s death in accordance with the regular payroll practices of the Bank for a period of one (1) year from the date of Executive’s death, and the Bank shall continue to provide non-taxable medical, and dental insurance benefits normally provided for Executive’s family (in accordance with its customary co-pay percentages) for twelve (12) months after Executive’s death. Such payments are in addition to any other life insurance benefits that Executive’s beneficiaries may be entitled to receive under any employee benefit plan plans or programs maintained by the Bank for the benefit of ExecutiveEmployer, including, but not limited to, the Bank’s tax-qualified retirement plansas may be in effect from time to time.

TERMINATION FOR DISABILITY OR DEATH. (a) Termination of Executive’s employment based on “Disability” shall be construed to comply with Section Code section 409A of the Internal Revenue Code and shall be deemed to have occurred if: if (i) the Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that which can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that which can be expected to result in death, or last for a continuous period of not less than 12 months, the Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank or the Company; or (iii) the Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections paragraph 6(b) and (c) shall apply upon the termination of the Executive’s employment based on for Disability. Upon the determination that Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days. (b) The Executive shall be entitled to receive benefits under all short-term any short or long-long term disability plans plan maintained by the Bank for its executivesBank. To the extent such benefits are less than the Executive’s Base Salary, the Bank shall will pay Executive an amount equal to the difference between such disability plan benefits, Social Security disability benefits and the amount of Executive’s Base Salary for the longer of one (1i) year following the termination of his employment due to Disability or the remaining term of this Agreement, which shall be payable in accordance with the regular payroll practices Agreement or (ii) one year following his termination of the Bankemployment due to Disability. (c) The Bank shall will cause to be continued non-taxable life, medical and dental coverage substantially comparable, as reasonably reasonable or customarily available, to the coverage maintained by the Bank for Executive prior to the his termination of his employment based on for Disability, except to the extent such coverage may be changed in its application to all Bank employees or not available on an individual basis to an employee terminated based on for Disability. This coverage shall cease upon the earlier of (i) the date Executive returns to the full-time employment of the Bank; (ii) Executive’s full-time employment by another employer; (iii) expiration Executive attaining the age of the remaining term of this Agreement65; or (iv) Executive’s death. (d) In the event of Executive’s death during the term of this the Agreement, his estate, legal representatives or named beneficiaries (as directed by Executive executive in writing) shall be paid Executive’s Base Salary as defined in paragraph 3(a) at the rate in effect at the time of Executive’s death in accordance with the regular payroll practices of the Bank for a period of one (1) year from the date of Executive’s death, and the Bank shall will continue to provide non-taxable medical, dental and dental other insurance benefits normally provided for Executive’s family (in accordance with its customary co-pay percentages) for twelve one (121) months year after Executive’s death. Such payments are in addition to any other life insurance benefits that the Executive’s beneficiaries may be entitled to receive under any employee benefit plan maintained by the Bank for the benefit of the Executive, including, but not limited to, the Bank’s tax-qualified retirement plansplans and the Executive Salary Continuation Agreement (SERP).

TERMINATION FOR DISABILITY OR DEATH. (a) Termination of Executive’s 's employment based on “"Disability” " shall be construed to comply with Section Code section 409A of the Internal Revenue Code and shall be deemed to have occurred if: if (i) the Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that which can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that which can be expected to result in death, or last for a continuous period of not less than 12 months, the Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank or the CompanyEmployer; or (iii) the Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections paragraph 6(b) and (c) shall apply upon the termination of the Executive’s 's employment based on for Disability. Upon the determination that Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days. (b) The Executive shall be entitled to receive benefits under all short-term any short or long-long term disability plans plan maintained by the Bank for its executivesEmployer. To the extent such benefits are less than the Executive’s 's Base Salary, the Bank shall Employer will pay Executive an amount equal to the difference between such disability plan benefits, Social Security disability benefits and the amount of Executive’s 's Base Salary for the longer of one (1i) year following the termination of his employment due to Disability or the remaining term of this Agreement, which the Agreement or (ii) one year following his termination of employment due to Disability. Any payments required hereunder shall be payable in accordance with monthly installments and shall commence within 30 days following the regular payroll practices of the Bankdate on which Executive is determined to be Disabled. (c) The Bank shall Employer will cause to be continued life insurance and non-taxable medical medical, dental and dental vision coverage substantially comparable, as reasonably reasonable or customarily available, to the coverage maintained by the Bank Employer for Executive prior to the his termination of his employment based on for Disability, except to the extent such coverage may be changed in its application to all Bank Employer employees or not available on an individual basis to an employee terminated based on for Disability. This coverage shall cease upon the earlier of (i) the date Executive returns to the full-time employment of the BankEmployer; (ii) Executive’s 's full-time employment by another employer; (iii) expiration Executive attaining the age of the remaining term of this Agreement65; or (iv) Executive’s 's death. (d) In the event of Executive’s 's death during the term of this the Agreement, his estate, legal representatives or named beneficiaries (as directed by Executive executive in writing) shall be paid Executive’s 's Base Salary as defined in paragraph 3(a) at the rate in effect at the time of Executive’s 's death in accordance with the regular payroll practices of the Bank for a period of one (1) year from the date of Executive’s 's death, and the Bank shall Employer will continue to provide non-taxable medical, dental, vision and dental other insurance benefits normally provided for Executive’s 's family (in accordance with its customary co-pay percentages) for twelve one (121) months year after Executive’s 's death. Such payments are in addition to any other life insurance benefits that the Executive’s 's beneficiaries may be entitled to receive under any employee benefit plan maintained by the Bank Employer for the benefit of the Executive, including, but not limited to, the Bank’s Employer's tax-qualified retirement plansplans and the Executive Salary Continuation Agreement (SERP).

TERMINATION FOR DISABILITY OR DEATH. (a) Termination of Executive’s employment based on “Disability” shall be construed to comply with Section Code section 409A of the Internal Revenue Code and shall be deemed to have occurred if: if (i) the Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that which can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that which can be expected to result in death, or last for a continuous period of not less than 12 months, the Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank or the Company; or (iii) the Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections paragraph 6(b) and (c) shall apply upon the termination of the Executive’s employment based on for Disability. Upon the determination that Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days. (b) Executive shall be entitled to receive benefits under all shortThe Bank will pay Executive, as disability pay, a bi-term or long-term disability plans maintained by the Bank for its executives. To the extent such benefits are less than Executive’s Base Salary, the Bank shall pay Executive an amount weekly payment equal to the difference between such disability plan benefits, Social Security disability benefits and the amount seventy-five percent (75%) of Executive’s bi-weekly rate of Base Salary on the effective date of such termination. These disability payments shall commence on the effective date of Executive’s termination and will end on the earlier (i) the date Executive returns to the full-time employment of the Bank in the same capacity as he was employed prior to his termination for Disability; (ii) Executive’s full-time employment by another employer; (iii) Executive attains the longer age of one 65; or (1iv) year following Executive’s death. The disability pay shall be reduced by the termination amount, if any, paid to Executive under any plan of his employment due to Disability the Bank or the remaining term of this Agreement, which shall be payable in accordance with the regular payroll practices of the BankCompany providing disability benefits to Executive. (c) The Bank shall will cause to be continued non-taxable life, medical and dental coverage substantially comparable, as reasonably reasonable or customarily available, to the coverage maintained by the Bank for Executive prior to the his termination of his employment based on for Disability, except to the extent such coverage may be changed in its application to all Bank employees or not available on an individual basis to an employee terminated based on for Disability. This coverage shall cease upon the earlier of (i) the date Executive returns to the full-time employment of the BankBank in the same capacity as he was employed prior to his termination for Disability; (ii) Executive’s full-time employment by another employer; (iii) expiration Executive attaining the age of the remaining term of this Agreement65; or (iv) Executive’s death. (d) In the event of Executive’s death during the term of this the Agreement, his estate, legal representatives or named beneficiaries (as directed by Executive executive in writing) shall be paid Executive’s Base Salary as defined in paragraph 3(a) at the rate in effect at the time of Executive’s death in accordance with the regular payroll practices of the Bank for a period of one (1) year from the date of Executive’s death, and the Bank shall will continue to provide non-taxable medical, dental and dental other insurance benefits normally provided for Executive’s family (in accordance with its customary co-pay percentages) for twelve (12) months one year after Executive’s death. Such payments are in addition to any other life insurance benefits that Executive’s beneficiaries may be entitled to receive under any employee benefit plan maintained by the Bank for the benefit of Executive, including, but not limited to, the Bank’s tax-qualified retirement plans.

TERMINATION FOR DISABILITY OR DEATH. (a) Termination of Executive’s employment based on “Disability” shall be construed to comply with Section 409A of the Internal Revenue Code and shall be deemed to have occurred if: (i) Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for and as a continuous period of not less than 12 monthsresult, Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank or the Company; or (iiiii) Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections 6(b) and (c) shall apply upon the termination of the Executive’s employment based on Disability. Upon the determination that Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days. (b) Executive shall be entitled to receive benefits under all short-term or long-term disability plans maintained by the Bank for its executives. To the extent such benefits are less than Executive’s Base Salarypermitted by applicable law, the Bank shall pay Executive an amount equal to the difference between such disability plan benefits, Social Security disability benefits and the amount of Executive’s Base Salary for the longer of one (1) year following the termination of his employment due to Disability or the remaining term of this Agreement, which shall be payable in accordance with the regular payroll practices of the Bank. (c) The Bank shall cause to be continued life insurance coverage and non-taxable medical and dental coverage substantially comparable, as reasonably available, to the coverage maintained by the Bank for Executive and Executive’s dependents prior to the termination of his employment based on DisabilityDisability (in accordance with its customary co-pay percentages), except to the extent such coverage may be changed in its application to all Bank employees or not available on an individual basis to an employee terminated based on Disability. This coverage shall cease upon the earlier of (i) the date Executive returns to the full-time employment of the Bank; (ii) Executive’s full-time employment by another employer; or (iii) expiration twelve (12) months after the date of termination of Executive’s employment based on Disability. Nothing herein shall be construed to prevent Executive from continuing such coverage for the remainder of the remaining term applicable COBRA period at his own expense. If participation by the Executive is not permitted under the terms of this Agreementan applicable plan (i.e., such as the group life insurance plan), the Bank shall provide Executive with reimbursement (payable on a monthly basis) of premiums paid by the Executive to obtain similar benefits for the period specified above; or (iv) Executive’s deathprovided, however, that the reimbursement shall not exceed the cost of the monthly premiums for active employees. (d) In the event of Executive’s death during the term of this Agreement, his estate, legal representatives or named beneficiaries (as directed by Executive in writing) shall be paid Executive’s Base Salary at the rate in effect at the time of Executive’s death in accordance with the regular payroll practices of the Bank for a period of one six (16) year months from the date of Executive’s death, and the Bank shall continue to provide non-taxable medical, and dental insurance benefits normally provided for Executive’s family (in accordance with its customary co-pay percentages) for twelve (12) months after Executive’s death. Such payments are in addition to any other life insurance benefits that Executive’s beneficiaries may be entitled to receive under any employee benefit plan maintained by the Bank for the benefit of Executive, including, but not limited to, the Bank’s tax-qualified retirement plans. In addition, the Bank shall continue to provide for twelve (12) months after Executive’s death non-taxable medical, dental and other insurance benefits substantially comparable to the coverage maintained by the Bank for Executive’s dependents prior to his death (in accordance with the customary co-pay percentages). Nothing herein shall be construed to prevent Executive’s eligible dependents from continuing such coverage for the remainder of any applicable COBRA period at their own expense.

TERMINATION FOR DISABILITY OR DEATH. (a) Termination of Executive’s 's employment based on “"Disability” " shall be construed to comply with Section 409A of the Internal Revenue Code and shall be deemed to have occurred if: (i) Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months, Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank or the Company; or (iii) Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections 6(b) and (c) shall apply upon the termination of the Executive’s 's employment based on Disability. Upon the determination that Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days. (b) Executive shall be entitled to receive benefits Base Salary earned until the date of Executive's termination of employment due to Disability, plus payment for unused vacation, personal leave, sick leave and other vested benefits, as well as payment under all short-term any short- or long-term disability plans plan maintained by the Bank for its executives. To the extent such benefits are less than Executive’s Base Salary, the Bank shall pay Executive an amount equal to the difference between such disability plan benefits, Social Security disability benefits and the amount of Executive’s Base Salary for the longer of one (1) year following the termination of his employment due to Disability or the remaining term of this Agreement, which shall be payable in accordance with the regular payroll practices of the Bank. (c) The Bank shall cause to be continued life, disability, and non-taxable medical and dental insurance coverage substantially comparable, as reasonably available, comparable to the coverage maintained by the Bank for the Executive prior to the termination of his employment based on Disability, except to the extent such coverage may be changed in its application to all Bank employees or not available on an individual basis to an employee terminated based on Disability. This coverage shall cease upon the earlier of (i) the date Executive returns to the full-time employment of the Bank; (ii) Executive’s 's full-time employment by another employer; or (iii) expiration of the remaining term of this Agreement; or (iv) Executive’s 's death. (d) In the event of Executive’s 's death during the term of this Agreement, his estate, legal representatives or named beneficiaries (as directed by Executive in writing) shall be paid Executive’s 's earned but unpaid Base Salary at the rate in effect at the time of through Executive’s death in accordance with the regular payroll practices of the Bank for a period of one (1) year from the 's date of Executive’s death, and the Bank shall continue to provide non-taxable medical, and dental insurance benefits normally provided pay all premiums for Executive’s family (in accordance with its customary co-pay percentages) for twelve (12) months after Executive’s death. Such payments are in addition to any other life insurance benefits that Executive’s beneficiaries may be entitled to receive under any employee benefit plan maintained by the Bank for the benefit of Executive, including, but not limited to, the Bank’s tax-qualified retirement plans.six

TERMINATION FOR DISABILITY OR DEATH. (a) Termination of Executive’s employment based on “Disability” shall be construed to comply with Section 409A of the Internal Revenue Code and shall be deemed to have occurred if: (i) Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months, Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank or the CompanyBank’s holding company; or (iii) Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections 6(b) and (c) shall apply upon the termination of the Executive’s employment based on Disability. Upon the determination that Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days. (b) Executive shall be entitled to receive benefits under all short-term any short- or long-term disability plans plan maintained by the Bank for its executivesBank. To the extent such benefits are less than Executive’s Base Salary, the Bank shall pay Executive an amount equal to the difference between such disability plan benefits, Social Security disability benefits and the amount of Executive’s Base Salary for the longer of (i) the remaining term of this Agreement, or (ii) one (1) year following the termination of his employment due to Disability or the remaining term of this Agreement, which shall be payable in accordance with the regular payroll practices of the BankDisability. (c) The Bank shall cause to be continued non-taxable life, medical and dental coverage substantially comparable, as reasonably reasonable or customarily available, to the coverage maintained by the Bank for Executive prior to the termination of his employment based on Disability, except to the extent such coverage may be changed in its application to all Bank employees or not available on an individual basis to an employee terminated based on Disability. This coverage shall cease upon the earlier of (i) the date Executive returns to the full-time employment of the Bank; (ii) Executive’s full-time employment by another employer; (iii) expiration Executive attaining the age of the remaining term of this Agreement65; or (iv) Executive’s death. (d) In the event of Executive’s death during the term of this Agreement, his estate, legal representatives or named beneficiaries (as directed by Executive in writing) shall be paid Executive’s Base Salary at the rate in effect at the time of Executive’s death in accordance with the regular payroll practices of the Bank for a period of one (1) year from the date of Executive’s deathdeath in the same manner and at the same time that such Base Salary would have been paid to Executive had he survived, and the Bank shall continue to provide non-taxable medical, dental and dental other insurance benefits normally provided for Executive’s family (in accordance with its customary co-pay percentages) for twelve one (121) months year after Executive’s death. Such payments are in addition to any other life insurance benefits that Executive’s beneficiaries may be entitled to receive under any employee benefit plan maintained by the Bank for the benefit of Executive, including, but not limited to, the Bank’s tax-qualified and non-qualified retirement plans.