Common use of TERMINATION FOR DISABILITY OR DEATH Clause in Contracts

TERMINATION FOR DISABILITY OR DEATH. (a) The Bank or Executive may terminate Executive’s employment after having established Executive’s Disability. For purposes of this Agreement, “Disability” 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 (iii) Executive is determined to be totally disabled by the Social Security Administration. (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 receive the benefits provided under any disability program sponsored by the Company or the Bank. To the extent such benefits are less than Executive’s Base Salary, as defined in Section 3(a) on the effective Date of Termination and less than sixty-six and two-thirds percent (66 2/3%) of Executive’s Base Salary after the first year following termination, Executive shall receive as a supplement to such disability benefit the difference between the benefits provided under any disability program sponsored by the Company or the Bank and (x) his Base Salary, as defined in Section 3(a), at the rate in effect on the Date of Termination for a period of one (1) year following the Date of Termination by reason of Disability, and (y) sixty-six and two-thirds percent (66 2/3%) of Executive’s Base Salary after the first year following termination through the earliest to occur of the date of Executive’s death, recovery from such Disability, or the date Executive attains age 65. In calculating the payments due Executive under the Section 6(b), if the disability insurance payments are excludable from Executive’s income for federal income tax purposes, such amounts 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 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 changed in their application to all continuing employees of the Bank). (c) 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, as defined in Section 3(a), at the rate in effect at the time of Executive’s death for a period of one (1) year from the date of Executive’s death, and the Bank will continue to provide Executive’s family the same non-taxable medical, dental, and other health benefits that were provided by the Bank to Executive’s family 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.

TERMINATION FOR DISABILITY OR DEATH. (a) The Bank or Executive may terminate Executive’s employment after having established Executive’s Disability. For purposes of this Agreement, “Disability” 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 (iii) Executive is determined to be totally disabled by the Social Security Administration. (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 receive the benefits provided under any disability program sponsored by the Company or the Bank. To the extent such benefits are less than Executive’s Base Salary, as defined in Section 3(a) on the effective Date of Termination and less than sixty-six and two-thirds percent (66 2/3%) of Executive’s Base Salary after the first year following termination, Executive shall receive as a supplement to such disability benefit the difference between the benefits provided under any disability program sponsored by the Company or the Bank and (x) his Base Salary, as defined in Section 3(a), at the rate in effect on the Date of Termination for a period of one (1) year following the Date of Termination by reason of Disability, and (y) sixty-six and two-thirds percent (66 2/3%) of Executive’s Base Salary after the first year following termination through the earliest to occur of the date of Executive’s death, recovery from such Disability, or the date Executive attains age 65. In calculating the payments due Executive under the Section 6(b), if the disability insurance payments are excludable from Executive’s income for federal income tax purposes, such amounts 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 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 changed in their application to all continuing employees of the Bank). (c) 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, as defined in Section 3(a), at the rate in effect at the time of Executive’s death for a period of one (1) year from the date of Executive’s death, and the Bank will continue to provide Executive’s family the same non-taxable medical, dental, and other health benefits that were provided by the Bank to Executive’s family 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.

TERMINATION FOR DISABILITY OR DEATH. (a) The Bank or Executive may terminate Executive’s employment after having established Executive’s Disability. For purposes of this Agreement, “Disability” 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 (iii) Executive is determined to be totally disabled by the Social Security Administration. (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 receive the benefits provided under any disability program sponsored by the Company or the Bank. To the extent such benefits are less than Executive’s Base Salary, as defined in Section 3(a) on the effective Date of Termination and less than sixty-six and two-thirds percent (66 2/3%) of Executive’s Base Salary after the first year following termination, Executive shall receive as a supplement to such disability benefit the difference between the benefits provided under any disability program sponsored by the Company or the Bank and (x) his Base Salary, as defined in Section 3(a), at the rate in effect on the Date of Termination for a period of one (1) year following the Date of Termination by reason of Disability, and (y) sixty-six and two-thirds percent (66 2/3%) of Executive’s Base Salary after the first year following termination through the earliest to occur of the date of Executive’s death, recovery from such Disability, or the date Executive attains age 65. In calculating the payments due Executive under the Section 6(b), if the disability insurance payments are excludable from Executive’s income for federal income tax purposes, such amounts 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 shall, to the greatest extent possible, continue to be covered, at no cost to them, under all benefit plans (1) yearincluding, the without limitation, retirement plans and non-taxable medicalmedical and dental plans, dental and other health benefits that were provided by life insurance plans) of the Company or the Bank to in which Executive and Executive’s family participated prior to the occurrence of Executive’s Disability, Disability and on the same terms (including cost to Executive) that as if Executive were being provided to Executive immediately prior to actively employed by the termination (except to the extent such benefits are changed in their application to all continuing employees of Company or the Bank), and said coverage shall continue through the earliest to occur of (i) Executive’s recovery from such Disability, or (ii) Executive’s attaining age 65. (c) 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, as defined in Section 3(a), at the rate in effect at the time of Executive’s death for a period of one (1) year from the date of Executive’s death, and the Bank will continue to provide Executive’s family the same non-taxable medical, dental, and other health benefits that were provided by the Bank to Executive’s family 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.

TERMINATION FOR DISABILITY OR DEATH. (a) The Bank or Executive may terminate Executive’s employment after having established Executive’s Disability. For purposes of this Agreement, “Disability” 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 (iii) Executive is determined to be totally disabled by the Social Security Administration. (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 receive the benefits provided under any disability program sponsored by the Company or the Bank. To the extent such benefits are less than Executive’s Base Salary, as defined in Section 3(a) on the effective Date of Termination and less than sixty-six and two-thirds percent (66 2/3%) of Executive’s Base Salary after the first year following termination, Executive shall receive as a supplement to such disability benefit the difference between the benefits provided under any disability program sponsored by the Company or the Bank and (x) his Base Salary, as defined in Section 3(a), at the rate in effect on the Date of Termination for a period of one (1) year following the Date of Termination by reason of Disability, and (y) sixty-six and two-thirds percent (66 2/3%) of Executive’s Base Salary after the first year following termination through the earliest to occur of the date of Executive’s death, recovery from such Disability, or the date Executive attains age 65. In calculating the payments due Executive under the this Section 6(b7(b), if the disability insurance payments are excludable from Executive’s income for federal income tax purposes, such amounts 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 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 changed in their application to all continuing employees of the Bank). (c) 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, as defined in Section 3(a), at the rate in effect at the time of Executive’s death for a period of one (1) year from the date of Executive’s death, and the Bank will continue to provide Executive’s family the same non-taxable medical, dental, and other health benefits that were provided by the Bank to Executive’s family 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, in the same manner as set forth in Section 5(c) above.

TERMINATION FOR DISABILITY OR DEATH. (a) The Bank or Executive may terminate Executive’s employment after having established Executive’s Disability. For purposes of this Agreement, “Disability” 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 (iii) Executive is determined to be totally disabled by the Social Security Administration. (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 receive the benefits provided under any disability program sponsored by the Company or the Bank. To the extent such benefits are less than Executive’s Base Salary, as defined in Section 3(a) on the effective Date of Termination and less than sixty-six and two-thirds percent (66 2/3%) of Executive’s Base Salary after the first year following termination, Executive shall receive as a supplement to such disability benefit the difference between the benefits provided under any disability program sponsored by the Company or the Bank and (x) his Base Salary, as defined in Section 3(a), at the rate in effect on the Date of Termination for a period of one (1) year following the Date of Termination by reason of Disability, and (y) sixty-six and two-thirds percent (66 2/3%) of Executive’s Base Salary after the first year following termination through the earliest to occur of the date of Executive’s death, recovery from such Disability, or the date Executive attains age 65. In calculating the payments due Executive under the Section 6(b), if the disability insurance payments are excludable from Executive’s income for federal income tax purposes, such amounts 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 shall, to the greatest extent possible, continue to be covered, at no cost to them, under all benefit plans (1) yearincluding, the without limitation, retirement plans and non-taxable medicalmedical and dental plans, dental and other health benefits that were provided by life insurance plans) of the Company or the Bank to in which Executive and Executive’s family participated prior to the occurrence of Executive’s Disability, Disability and on the same terms (including cost to Executive) that as if Executive were being provided to Executive immediately prior to actively employed by the termination (except to the extent such benefits are changed in their application to all continuing employees of Company or the Bank), and said coverage shall continue through the earliest to occur of (i) Executive’s recovery from such Disability, or (ii) Executive’s attaining age 65. (c) 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, as defined in Section 3(a), at the rate in effect at the time of Executive’s death for a period of one (1) year from the date of Executive’s death, and the Bank will continue to provide Executive’s family the same non-taxable medical, dental, and other health benefits that were provided by the Bank to Executive’s family 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.

TERMINATION FOR DISABILITY OR DEATH. (a) The Bank or Executive may terminate Executive’s employment after having established Executive’s Disability. For purposes of this Agreement, “Disability” 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 (iii) Executive is determined to be totally disabled by the Social Security Administration. (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 receive the benefits provided under any disability program sponsored by the Company or the Bank. To the extent such benefits are less than Executive’s Base Salary, as defined in Section 3(a) on the effective Date of Termination and less than sixty-six and two-thirds percent (66 2/3%) of Executive’s Base Salary after the first year following termination, Executive shall receive as a supplement to such disability benefit the difference between the benefits provided under any disability program sponsored by the Company or the Bank and (x) his Base Salary, as defined in Section 3(a), at the rate in effect on the Date of Termination for a period of one (1) year following the Date of Termination by reason of Disability, and (y) sixty-six and two-thirds percent (66 2/3%) of Executive’s Base Salary after the first year following termination through the earliest to occur of the date of Executive’s death, recovery from such Disability, or the date Executive attains age 65. In calculating the payments due Executive under the Section 6(b), if the disability insurance payments are excludable from Executive’s income for federal income tax purposes, such amounts 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 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 changed in their application to all continuing employees of the Bank). (c) 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, as defined in Section 3(a), at the rate in effect at the time of Executive’s death for a period of one (1) year from the date of Executive’s death, and the Bank will continue to provide Executive’s family the same non-taxable medical, dental, and other health benefits that were provided by the Bank to Executive’s family 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.

TERMINATION FOR DISABILITY OR DEATH. (a) The Bank or Executive may terminate Executive’s employment after having established Executive’s Disability. For purposes of this Agreement, “Disability” 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 (iii) Executive is determined to be totally disabled by the Social Security Administration. (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 continue to receive the benefits provided under any disability program sponsored by the Company or the Bank. To the extent such benefits are less than Executive’s Base Salary, as defined in Section 3(a) on the effective Date of Termination and less than sixty-six and two-thirds percent (66 2/3%) of Executive’s Base Salary after the first year following termination, Executive shall receive as a supplement to such disability benefit the difference between the benefits provided under any disability program sponsored by the Company or the Bank and (x) his Base Salary, as defined in Section 3(a), at the rate in effect on the Date of Termination for a 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 (y) sixty-six and two-thirds percent (66 2/3%) of Executive’s Base Salary after the first year following termination through the earliest to occur of the date of Executive’s death, recovery from such Disability, or the date Executive attains age 65. In calculating the payments due Executive under the Section 6(b), if the disability insurance payments are excludable from Executive’s income for federal income tax purposes, such amounts 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 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 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 changed in their application to all continuing employees of the Bank). (c) 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, as defined in Section 3(a), at the rate in effect at the time of Executive’s death for a period of one (1) year from the date of Executive’s death, and the Bank will continue to provide Executive’s family the same non-taxable medical, dental, and other health benefits that were provided by the Bank to Executive’s family 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 cash lump sum payment shall be made in a lump sum within thirty (30) days after the date on which the Bank determines that it cannot provide such benefit directly.

TERMINATION FOR DISABILITY OR DEATH. (a) The Bank or Executive may terminate Executive’s employment after having established Executive’s Disability. For purposes of this Agreement, “Disability” 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 (iii) Executive is determined to be totally disabled by the Social Security Administration. (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 receive the benefits provided under any disability program sponsored by the Company or the Bank. To the extent such benefits are less than Executive’s Base Salary, as defined in Section 3(a) on the effective Date of Termination and less than sixty-six and two-thirds percent (66 2/3%) of Executive’s Base Salary after the first year following termination, Executive shall receive as a supplement to such disability benefit the difference between the benefits provided under any disability program sponsored by the Company or the Bank and (x) his Base Salary, as defined in Section 3(a), at the rate in effect on the Date of Termination for a period of one (1) year following the Date of Termination by reason of Disability, and (y) sixty-six and two-thirds percent (66 2/3%) of Executive’s Base Salary after the first year following termination through the earliest to occur of the date of Executive’s death, recovery from such Disability, or the date Executive attains age 65. In calculating the payments due Executive under the Section 6(b), if the disability insurance payments are excludable from Executive’s income for federal income tax purposes, such amounts 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 shall, to the greatest extent possible, continue to be covered, at no cost to them, under all benefit plans (1) yearincluding, the without limitation, retirement plans and non-taxable medicalmedical and dental plans, dental and other health benefits that were provided by life insurance plans) of the Company or the Bank to in which Executive and Executive’s family participated prior to the occurrence of Executive’s Disability, Disability and on the same terms (including cost to Executive) that as if Executive were being provided to Executive immediately prior to actively employed by the termination (except to the extent such benefits are changed in their application to all continuing employees of Company or the Bank), and said coverage shall continue through the earliest to occur of (i) Executive’s recovery from such Disability, or (ii) Executive’s attaining age 65. (c) 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, as defined in Section 3(a), at the rate in effect at the time of Executive’s death for a period of one (1) year from the date of Executive’s death, and the Bank will continue to provide Executive’s family the same non-taxable medical, dental, and other health benefits that were provided by the Bank to Executive’s family 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. If the Bank cannot provide one or more of the benefits set forth in this paragraph because applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated would subject the Bank to penalties, then the Bank shall pay to Executive’s surviving spouse or dependents (as applicable) a cash lump sum payment reasonably estimated to be equal to the value of such benefits. Such cash lump sum payment shall be made in a lump sum within thirty (30) days after the date on which the Bank determines that it cannot provide such benefits directly.

TERMINATION FOR DISABILITY OR DEATH. (a) The Bank or Executive may terminate Executive’s employment after having established Executive’s Disability. For purposes of this Agreement, “Disability” 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 (iii) Executive is determined to be totally disabled by the Social Security Administration. (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 receive the benefits provided under any disability program sponsored by the Company or the Bank. To the extent such benefits are less than Executive’s Base Salary, as defined in Section 3(a) on the effective Date of Termination and less than sixty-six and two-thirds percent (66 2/3%) of Executive’s Base Salary after the first year following termination, Executive shall receive as a supplement to such disability benefit the difference between the benefits provided under any disability program sponsored by the Company or the Bank and (x) his Base Salary, as defined in Section 3(a), at the rate in effect on the Date of Termination for a period of one (1) year following the Date of Termination by reason of Disability, and (y) sixty-six and two-thirds percent (66 2/3%) of Executive’s Base Salary after the first year following termination through the earliest to occur of the date of Executive’s death, recovery from such Disability, or the date Executive attains age 65. In calculating the payments due Executive under the Section 6(b), if the disability insurance payments are excludable from Executive’s income for federal income tax purposes, such amounts 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 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 changed in their application to all continuing employees of the Bank). (c) 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, as defined in Section 3(a), at the rate in effect at the time of Executive’s death for a period of one (1) year from the date of Executive’s death, and the Bank will continue to provide Executive’s family the same non-taxable medical, dental, and other health benefits that were provided by the Bank to Executive’s family 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. If the Bank cannot provide one or more of the benefits set forth in this paragraph because applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated would subject the Bank to penalties, then the Bank shall pay to Executive’s surviving spouse or dependents (as applicable) a cash lump sum payment reasonably estimated to be equal to the value of such benefits. Such cash lump sum payment shall be made in a lump sum within thirty (30) days after the date on which the Bank determines that it cannot provide such benefits directly.

TERMINATION FOR DISABILITY OR DEATH. (a) The Bank or Executive may terminate Executive’s employment after having established Executive’s Disability. For purposes of this Agreement, “Disability” 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 (iii) Executive is determined to be totally disabled by the Social Security Administration. (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 continue to receive the benefits provided under any disability program sponsored by the Company or the Bank. To the extent such benefits are less than Executive’s Base Salary, as defined in Section 3(a) on the effective Date of Termination and less than sixty-six and two-thirds percent (66 2/3%) of Executive’s Base Salary after the first year following termination, Executive shall receive as a supplement to such disability benefit the difference between the benefits provided under any disability program sponsored by the Company or the Bank and (x) his Base Salary, as defined in Section 3(a), at the rate in effect on the Date of Termination for a 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 (y) sixty-six and two-thirds percent (66 2/3%) of Executive’s Base Salary after the first year following termination through the earliest to occur of the date of Executive’s death, recovery from such Disability, or the date Executive attains age 65. In calculating the payments due Executive under the Section 6(b), if the disability insurance payments are excludable from Executive’s income for federal income tax purposes, such amounts 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 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 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 changed in their application to all continuing employees of the Bank). (c) 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, as defined in Section 3(a), at the rate in effect at the time of Executive’s death for a period of one (1) year from the date of Executive’s death, and the Bank will continue to provide Executive’s family the same non-taxable medical, dental, and other health benefits that were provided by the Bank to Executive’s family 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 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 equal to the value of such benefits with value to be determined by the policy premium paid for such coverage by the Bank, or for self insured benefits provided by the Bank, the fully 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) The Bank or Executive may terminate Executive’s 's employment after having established Executive’s 's Disability. For purposes of this Agreement, “"Disability” " 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 (iii) Executive is determined to be totally disabled by the Social Security Administration. (b) In the event of such Disability, Executive’s 's obligation to perform services under this Agreement will terminate. In the event of such termination, Executive shall receive the benefits provided under any disability program sponsored by the Company or the Bank. To the extent such benefits are less than Executive’s 's Base Salary, as defined in Section 3(a) on the effective Date of Termination and less than sixty-six and two-thirds percent (66 2/3%) of Executive’s 's Base Salary after the first year following termination, Executive shall receive as a supplement to such disability benefit the difference between the benefits provided under any disability program sponsored by the Company or the Bank and (x) his Base Salary, as defined in Section 3(a), at the rate in effect on the Date of Termination for a period of one (1) year following the Date of Termination by reason of Disability, and (y) sixty-six and two-thirds percent (66 2/3%) of Executive’s 's Base Salary after the first year following termination through the earliest to occur of the date of Executive’s 's death, recovery from such Disability, or the date Executive attains age 65. In calculating the payments due Executive under the Section 6(b), if the disability insurance payments are excludable from Executive’s 's income for federal income tax purposes, such amounts 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 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 changed in their application to all continuing employees of the Bank)161. (c) 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, as defined in Section 3(a), at the rate in effect at the time of Executive’s death for a period of one (1) year from the date of Executive’s death, and the Bank will continue to provide Executive’s family the same non-taxable medical, dental, and other health benefits that were provided by the Bank to Executive’s family 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.

TERMINATION FOR DISABILITY OR DEATH. (a) The Bank or Executive may terminate Executive’s 's employment after having established Executive’s 's Disability. For purposes of this Agreement, “"Disability” shall be deemed to have occurred if: (i) Executive is unable to engage in any substantial gainful activity by reason of any medically determinable " means a physical or mental impairment infirmity that can be expected impairs Executive's ability to result substantially perform his duties under this Agreement and that results in deathExecutive's becoming eligible for long-term disability benefits under a long-term disability plan of the Company or the Bank (or, if the Company or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment the Bank has no such plan in effect, that can be expected impairs Executive's ability to result in death, or last for a continuous period of not less than 12 months, Executive is receiving income replacement benefits substantially perform his duties under this Agreement for a period of one hundred eighty (180) consecutive days). The Board shall determine in good faith, based upon competent medical advice and other factors that they reasonably believe to be relevant, whether or not less than three months under an accident Executive is and health plan covering employees continues to be disabled for purposes of this Agreement. As a condition to any benefits, the Board may require Executive to submit to such physical or mental evaluations and tests as it deems reasonably appropriate, at the Bank; or (iii) Executive is determined to be totally disabled by the Social Security Administration's expense. (b) In the event of such Disability, Executive’s 's obligation to perform services under this Agreement will terminate. In the event of such termination, Executive shall continue to receive the benefits provided under any disability program sponsored by the Company or the Bank. To the extent such benefits are less than Executive’s Base Salary, as defined in Section 3(a) on the effective Date of Termination and less than sixty-six and two-thirds percent (66 2/3%) of Executive’s Base Salary after the first year following termination, Executive shall receive as a supplement to such disability benefit the difference between the benefits provided under any disability program sponsored by the Company or the Bank and (x) his Base Salary, as defined in Section 3(a), at the rate in effect on the Date of Termination for a period of one (1) year following the Date of Termination by reason of Disability, and (y) sixty-six and two-thirds percent (66 2/3%) of Executive’s 's Base Salary each successive year after the first year following termination through the earliest to occur of (i) the date of Executive’s 's death, recovery ; (ii) the date the Executive recovers from such Disability, ; or (iii) the date Executive attains age 65. In calculating Such payments shall be reduced by the payments due amount of any short- or long-term disability benefits payable to Executive under the Section 6(b), if the any disability insurance payments are excludable from Executive’s income for federal income tax purposes, such amounts 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 program sponsored by the Bank 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 changed in their application to all continuing employees of Company or the Bank). (c) In the event of Executive’s '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 's Base Salary, as defined in Section 3(a)3, at the rate in effect at the time of Executive’s 's death for a period of one (1) year from the date of Executive’s death, and the Bank will continue to provide Executive’s family the same non-taxable medical, dental, and other health benefits that were provided by the Bank to Executive’s family 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 's death.