Common use of Termination for Disability Clause in Contracts

Termination for Disability. (a) If EXECUTIVE shall become disabled as defined in the BANK's then current disability plan (or, if no such plan is then in effect, if EXECUTIVE is permanently and totally disabled within the meaning of Section 22(e)(3) of the Code as determined by a physician designated by the Board), the BANK may terminate EXECUTIVE's employment for "Disability." (b) Upon EXECUTIVE's termination of employment for Disability, the BANK will pay EXECUTIVE, as disability pay, a bi-weekly payment equal to three-quarters (3/4) 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 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) EXECUTIVE attaining the age of sixty-five (65); or (iv) EXECUTIVE's death; or (v) the expiration of the term of this Agreement. The disability pay shall be reduced by the amount, if any, paid to EXECUTIVE under any plan of the BANK providing disability benefits to EXECUTIVE. (c) The BANK will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the BANK for EXECUTIVE prior to his termination for Disability. This coverage and payments 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) EXECUTIVE's attaining the age of sixty-five (65); (iv) EXECUTIVE's death; or (v) the expiration of the term of this Agreement. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE during any period during which EXECUTIVE is incapable of performing his duties hereunder by reason of temporary disability.

Termination for Disability. (a) If EXECUTIVE If, as a result of Executive's incapacity due to physical or mental illness, he shall become disabled as defined in have been absent from his duties with the BANK's then current disability plan Bank or the Company on a full-time basis for six (or6) consecutive months, if no such plan and within thirty (30) days after written notice of potential termination is then in effect, if EXECUTIVE is permanently and totally disabled within given he shall not have returned to the meaning full-time performance of Section 22(e)(3) of the Code as determined by a physician designated by the Board)his duties, the BANK Bank may terminate EXECUTIVEExecutive's employment for "Disability." (b) Upon EXECUTIVE's termination of employment for Disability, the BANK The Bank will pay EXECUTIVEExecutive, as disability pay, a bi-weekly payment equal to three-quarters (3/4) 75% of EXECUTIVEthe 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 EXECUTIVEExecutive's termination and will end on the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANK Bank in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKBank; (ii) EXECUTIVEExecutive's full-time employment by another employer; (iii) EXECUTIVE Executive attaining the a Retirement age of sixty-five (65)as identified in Section 6; or (iv) EXECUTIVEExecutive's death; or (v) the expiration of the term of this Agreement. The disability pay shall be reduced by the amount, if any, paid to EXECUTIVE the Executive under any plan of the BANK Bank or the Company providing disability benefits to EXECUTIVEthe Executive. (c) The BANK Bank will cause to be continued life, medical, and dental and disability coverage substantially identical comparable, as reasonable or customarily available, to the coverage maintained by the BANK Bank for EXECUTIVE Executive prior to his termination for Disability, except to the extent such coverage may be changed in its application to all Bank employees. This coverage and payments shall cease upon the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANK, Bank in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKBank; (ii) EXECUTIVEExecutive's full-time employment by another employer; (iii) EXECUTIVE's Executive attaining the Retirement age of sixty-five (65)as identified in Section 6; or (iv) EXECUTIVEExecutive's death; or (v) the expiration of the term of this Agreement. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE Executive during any period during which EXECUTIVE Executive is incapable of performing his duties hereunder by reason of temporary disability.

Termination for Disability. (a) If EXECUTIVE Termination of Executive’s employment based on “Disability” shall become disabled as defined 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's then current disability plan Bank or the Company; or (or, if no such plan iii) Executive is then in effect, if EXECUTIVE is permanently and determined to be totally disabled within by the meaning Social Security Administration. The provisions of Section 22(e)(3Sections 6(b) and (c) shall apply upon the termination of the Code as determined by Executive’s employment based on Disability. Upon the determination that Executive has suffered a physician designated by the Board)Disability, the BANK may terminate EXECUTIVE's employment for "Disabilitydisability payments hereunder shall commence within thirty (30) days." (b) Upon EXECUTIVE's 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 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 BANK will pay EXECUTIVE, as disability pay, a bi-weekly payment equal extent such coverage may be changed in its application to three-quarters (3/4) of EXECUTIVE's bi-weekly rate of Base Salary all Bank employees or not available on the effective date of such terminationan individual basis to an employee terminated based on Disability. These disability payments This coverage shall commence on the effective date of EXECUTIVE's termination and will end on cease upon the earlier of (i) the date EXECUTIVE 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 BANKBank; (ii) EXECUTIVE's Executive’s full-time employment by another employer; (iii) EXECUTIVE attaining expiration of the age remaining term of sixty-five (65)this Agreement; or (iv) EXECUTIVE's Executive’s death; or (v) the expiration of the term of this Agreement. The disability pay shall be reduced by the amount, if any, paid to EXECUTIVE under any plan of the BANK providing disability benefits to EXECUTIVE. (c) The BANK will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the BANK for EXECUTIVE prior to his termination for Disability. This coverage and payments 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) EXECUTIVE's attaining the age of sixty-five (65); (iv) EXECUTIVE's death; or (v) the expiration of the term of this Agreement. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE during any period during which EXECUTIVE is incapable of performing his duties hereunder by reason of temporary disability.

Termination for Disability. (a) If EXECUTIVE shall become disabled as defined The Company may terminate this Agreement for the Executive’s Disability by written notice to the Executive effective upon receipt or per a termination date agreed with the Executive. Termination by the Company of the Employee’s employment based on “Disability” will mean termination because the Executive is unable due to a physical or mental condition to perform the essential functions of his position with or without reasonable accommodation for (i) a period in excess of ninety (90) consecutive days, or (ii) a period in excess of one hundred twenty (120) days in the BANK's then current disability plan aggregate in any consecutive one hundred eighty (or180) day period. This definition will be interpreted and applied consistent with the Americans with Disabilities Act, if no such plan is then in effect, if EXECUTIVE is permanently the Family and totally disabled within the meaning of Section 22(e)(3) Medical Leave Act and other applicable law. The existence of the Code as Executive’s Disability will be determined by a the Company on the written certification of the Executive’s physician. The Company reserves the right to have the Executive examined by such physician designated by at the Board), the BANK may terminate EXECUTIVE's employment for "DisabilityCompany’s expense." (b) Upon EXECUTIVE's termination of employment If the Company terminates this Agreement for the Executive’s Disability, the BANK Company will pay EXECUTIVE, as disability pay, a bi-weekly payment equal to three-quarters (3/4) 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 of Executive (i) the Base Salary due the Executive through 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; termination, (ii) EXECUTIVE's full-for any accrued PTO not taken at the time employment by another employer; of termination, and (iii) EXECUTIVE attaining any other amounts to which the age Executive is entitled at the time of sixty-five (65); termination under any bonus or (iv) EXECUTIVE's death; compensation plan or (v) the expiration practice of the term of Company provided, however, that any bonus payments under the MICP will be governed by Section 6.2(c)(ii) and not this Agreement. The disability pay shall be reduced by the amount, if any, paid to EXECUTIVE under any plan of the BANK providing disability benefits to EXECUTIVESection. (c) The BANK In addition, provided that the Executive executes and does not revoke a Release as provided in Section 7 and complies with Section 6.7(b), the Company will cause to be continued lifepay or grant the Executive, medicalin lieu of any other severance benefits or any other compensation, dental and disability coverage substantially identical the Severance Benefits set forth in Section 6.2(c) (i)-(vi); provided that if the Company, immediately prior to the termination of this Agreement pursuant to 6.6(a), has paid or reimbursed the Executive for long term disability insurance coverage maintained by the BANK for EXECUTIVE prior to with an insurance benefit of not less than 80% of his termination for Disability. This coverage and payments shall cease upon the earlier of (i) the date EXECUTIVE returns Base Salary to the full-time employment age of 65, then the BANK, Company’s obligation to pay the Severance Benefits set forth 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; (iiSection 6.2(c)(i) EXECUTIVE's full-time employment by another employer; – (iii) EXECUTIVE's attaining will cease following the age of sixty-five (65); (iv) EXECUTIVE's death; or (v) first payment to the expiration of Executive pursuant to such insurance. At the Executive’s election he may pay the premium for this long term of this Agreementdisability coverage. (d) Notwithstanding The Company will have the foregoingright to withhold further payments of unpaid Severance Benefits upon its notice to the Executive of the Board’s good faith reasonable belief, there will be no reduction and the basis for the reasonable belief, that the Executive has breached any of his post-termination obligations to the Company under applicable laws and as defined in this Agreement and the compensation otherwise payable to EXECUTIVE during any period during which EXECUTIVE is incapable of performing his duties hereunder by reason of temporary disabilityEmployee Proprietary Information and Inventions Agreement.

Termination for Disability. In the event that Executive’s employment is terminated during the Employment Period based on a Disability Determination, the Bank shall: (ai) If EXECUTIVE shall become disabled pay Executive his Earned Salary (as defined in the BANK's then current disability plan above); (or, if no such plan is then in effect, if EXECUTIVE is permanently and totally disabled within the meaning of Section 22(e)(3ii) of the Code as determined by a physician designated by the Board), the BANK may terminate EXECUTIVE's employment for "Disability." (b) Upon EXECUTIVE's termination of employment for Disability, the BANK will pay EXECUTIVE, as disability pay, a bi-weekly payment Executive an amount equal to three-quarters the annual average of any cash incentive compensation and bonus that Executive received during the immediately preceding two (3/42) fiscal years, prorated based on the number of EXECUTIVE's bi-weekly rate of Base Salary on days during such year that elapsed prior to the effective date of the termination of Executive’s employment (“Prorated Incentive Compensation”); (iii) make, for the benefit of Executive, the matching 401(k) plan contribution that Executive is entitled to receive for the current year, prorated based on the number of days during such termination. These disability payments shall commence on year that elapsed prior to the effective date of EXECUTIVE's the termination and will end on of Executive’s employment (“Accrued Plan Contribution”), (iv) subject to the earlier disability insurance adjustment set forth in Section 3(i) hereof, pay Executive the Base Salary that Executive would have been paid pursuant to Section 3(a) hereof from the effective date of (i) termination through the date EXECUTIVE returns the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination; and (v) provide Executive (or upon his death, his surviving spouse and minor children, if any) with the same coverage under the Core Plans (or if applicable, a Contingent Insurance Stipend under Section 6(j)) that Executive would have been provided pursuant to Section 3(g) hereof from the effective date of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination (in each case subject to Executive’s payment of the costs and contributions that such plans provide are the responsibility of the insured employee and the availability of such continued coverage through the Bank’s then-current insurance carrier). Except as provided in Section 3(h), Section 3(j) (but only with respect to the full-time employment assumption and continuation of the BANK Life Insurance Policy) and this Section 6(b), the Bank shall have no obligation to provide Executive with any other compensation or benefits pursuant Section 3(a) through (k) or Section 6 of this Agreement following a termination of Executive’s employment based on a Disability Determination. Except as provided in Section 6(g) hereof, the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE and the BANK; amounts payable under Subsections (ii) EXECUTIVE's full-time employment by another employer; (iii) EXECUTIVE attaining the age of sixty-five (65); or and (iv) EXECUTIVE's death; or (v) the expiration of the term of this Agreement. The disability pay Section 6(b) shall be reduced by paid in equal installments over the amount, if any, paid to EXECUTIVE under any plan period beginning on the Bank’s first regular payroll date after the effective date of termination and continuing through the BANK providing disability benefits to EXECUTIVE. (c) The BANK will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the BANK for EXECUTIVE prior to his termination for Disability. This coverage and payments shall cease upon the earlier of (i) Bank’s first regular payroll date after the date EXECUTIVE returns the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination. Upon Executive’s death, any payments due under this Section 6(b) shall be paid, as applicable, to the full-time employment of the BANKExecutive’s estate, in the same capacity trust or 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 otherwise required by another employer; (iii) EXECUTIVE's attaining the age of sixty-five (65); (iv) EXECUTIVE's death; or (v) the expiration of the term of this Agreementlaw. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE during any period during which EXECUTIVE is incapable of performing his duties hereunder by reason of temporary disability.

Termination for Disability. Subject to the definitions and requirements of Section 2 (a“Disability”), after six (6) If EXECUTIVE consecutive months of such disability leave of absence, Executive’s service may be terminated by Company. In the event Executive is terminated from employment due to Disability, the Company shall: (1) pay Executive his Annual Base Salary through the end of the month in which his employment terminates as soon as practicable after his employment terminates; (2) pay Executive his Earned Bonus, pro rata and if any, for the fiscal year in which such termination of employment occurs; (3) pay Executive an additional nine (9) months of compensation at the then-Annual Base Salary; (4) pay or cause the payment of benefits to which Executive is entitled under the terms of any disability plan of the Company covering the Executive at the time of such Disability: (5) pay premiums for COBRA coverage as provided in Section 5(g); and (6) make such payments and provide such benefits as otherwise called for under the terms of each other employee benefit plan, program and policy in which Executive was a participant; provided no payments made under Section 5(d)(2) or Section 5(d)(3) shall become disabled as defined be taken into account in computing any payments or benefits described in this Section 5(d)(4). (7) in the BANK's event the Executive has any options or restricted shares (but excluding “performance shares” which shall be governed by the terms set forth in the grant as to such shares) which are not vested on the date of termination for Disability, then current disability plan pay to the executive (ori) as to any unvested options, the net value of the excess, if no any, of the closing price of the Company’s shares on the NASDAQ for the day on which the Disability occurred and the exercise price of such plan is then in effectunvested options multiplied by the number of shares subject to options which failed to vest; and (ii) as to any unvested restricted shares, the value of the closing price of the Company’s shares on the NASDAQ for the day on which the Disability occurred multiplied by the number of restricted shares, if EXECUTIVE is permanently and totally disabled within the meaning of Section 22(e)(3) of the Code as determined by a physician designated by the Board)any, the BANK may terminate EXECUTIVE's employment for "Disability." (b) Upon EXECUTIVE's which failed to vest due to such termination of employment for Disability. Notwithstanding the Executive’s Disability, during the period of Disability leave, Executive shall be paid in full (net of insurance) as if he or she were actively performing services. Executive agrees to simultaneously utilize available leave under the Family and Medical Leave Act of 1993 during such disability leave of absence. During the period of such Disability leave of absence, the BANK will pay EXECUTIVE, as disability pay, a bi-weekly payment equal Board of Directors may designate someone to three-quarters (3/4) of EXECUTIVE's bi-weekly rate of Base Salary on perform Executive’s duties. Executive shall have 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 of (i) the date EXECUTIVE returns right to the return to full-time employment of the BANK in the same capacity service so long as he was employed prior is able to resume and faithfully perform 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) EXECUTIVE attaining the age of sixty-five (65); or (iv) EXECUTIVE's death; or (v) the expiration of the term of this Agreement. The disability pay shall be reduced by the amount, if any, paid to EXECUTIVE under any plan of the BANK providing disability benefits to EXECUTIVEduties. (c) The BANK will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the BANK for EXECUTIVE prior to his termination for Disability. This coverage and payments 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) EXECUTIVE's attaining the age of sixty-five (65); (iv) EXECUTIVE's death; or (v) the expiration of the term of this Agreement. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE during any period during which EXECUTIVE is incapable of performing his duties hereunder by reason of temporary disability.

Termination for Disability. (a) If EXECUTIVE Executive shall become disabled as defined in the BANKHolding Company's or the Institution's then current disability plan (or, if no such plan is then in effect, if EXECUTIVE Executive is permanently and totally disabled within the meaning of Section 22(e)(3) of the Code as determined by a physician designated by the Board), the BANK Holding Company may terminate EXECUTIVEExecutive's employment for "Disability." (b) Upon EXECUTIVEExecutive's termination of employment for Disability, the BANK Holding Company will pay EXECUTIVEExecutive, as disability pay, a bi-weekly payment equal to three-quarters (3/4) of EXECUTIVEExecutive's bi-weekly rate of Base Salary on the effective date of such termination. These disability payments shall commence on the effective date of EXECUTIVEExecutive's termination and will end on the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANK Holding Company in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKHolding Company; (ii) EXECUTIVEExecutive's full-time employment by another employer; (iii) EXECUTIVE Executive attaining the age of sixty-five (65); or (iv) EXECUTIVEExecutive's death; or (v) the expiration of the term of this Agreement. The disability pay shall be reduced by the amount, if any, paid to EXECUTIVE Executive under any plan of the BANK Holding Company providing disability benefits to EXECUTIVEExecutive. (c) The BANK Holding Company will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the BANK Holding Company for EXECUTIVE Executive prior to his termination for Disability. This coverage and payments shall cease upon the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANKHolding Company, in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKHolding Company; (ii) EXECUTIVEExecutive's full-time employment by another employer; (iii) EXECUTIVEExecutive's attaining the age of sixty-five (65); (iv) EXECUTIVEExecutive's death; or (v) the expiration of the term of this Agreement. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE Executive during any period during which EXECUTIVE Executive is incapable of performing his duties hereunder by reason of temporary disability.

Termination for Disability. (a) If EXECUTIVE If, as a result of Executive’s incapacity due to physical or mental illness, he shall become disabled as defined in have been absent from his duties with the BANK's then current disability plan Company on a full-time basis for six (or6) consecutive months, if no and within thirty (30) days after written notice of potential termination is given he shall not have returned to the full-time performance of his duties, the Company may terminate Executive’s employment for “Disability.” In the event such plan is then in effectinvoluntary termination of Executive’s employment could be considered a termination under this Section 6(a) or under either section 4(a) or 5(b), if EXECUTIVE is permanently and totally disabled within it will be deemed to be a termination under that section that provides the meaning of Section 22(e)(3) of greatest financial benefits to the Code Executive, as determined by a physician designated by the Board), the BANK may terminate EXECUTIVE's employment for "DisabilityExecutive." (b) Upon EXECUTIVE's termination of In the event Executive’s employment for Disabilityis terminated under Section 6(a), the BANK Company will pay EXECUTIVEExecutive, as disability pay, a bi-weekly monthly payment equal to three-quarters (3/4) 75% of EXECUTIVE's bi-weekly Executive’s monthly rate of Base Salary on the effective date of such termination. These disability payments shall be reduced by any disability-related income received by Executive from other sources such as Social Security, Workers’ Compensation or disability insurance coverage maintained by the Company (which amounts shall be grossed-up to the extent they are received free from federal income tax) but not by any separate disability insurance maintained solely by the Executive. The disability payments will commence on the effective date of EXECUTIVE's Executive’s termination and will end on the earlier of of: (i) the date EXECUTIVE Executive returns to the full-time employment of the BANK Company in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE and the BANKDisability; (ii) EXECUTIVE's Executive’s full-time employment by another employer; (iii) EXECUTIVE Executive attaining the age of sixty-five (65); or (iv) EXECUTIVE's Executive’s death; or (v) the expiration of the term of this Agreement. The disability pay shall payments will be reduced by the amount, if any, paid in addition to EXECUTIVE under any plan of the BANK providing disability other payments or benefits to EXECUTIVEwhich he may be entitled under the terms of any applicable compensation arrangement or benefit, or fringe benefit plan, program or grant. (c) The BANK In the event Executive’s employment is terminated under Section 6(a), the Bank will cause to be continued life, medical, dental dental, disability and disability life insurance coverage substantially identical (including coverage amounts, co-pays, deductible amounts and maximum out-of-pocket amounts) to the coverage maintained by the BANK Company for EXECUTIVE the Executive and his dependents prior to his termination termination. The Company’s obligation and the Executive’s entitlement to continued medical and dental coverage shall be governed by the provisions of Section 7 below. With respect to disability and life insurance coverage, Executive shall be obligated to continue to pay, on a monthly basis, the portion of the cost of such disability and life insurance coverage that he would be required to pay if his employment continued. Such continuing insurance and payment arrangements for Disability. This coverage disability and payments life insurance shall cease upon continue until the earlier of of: (i) the date EXECUTIVE returns Executive fails to remit to the full-time employment Company the required monthly premium amount for such insurance coverage within a thirty (30) day grace period of when such payment is due (or, if later, within thirty (30) days after Executive is informed 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 BANKpayment due); (ii) EXECUTIVE's full-time employment the date Executive obtains insurance coverage from another employer that is not less than that provided by another employerthe Company; or (iii) EXECUTIVE's attaining the age of sixty-five (65); (iv) EXECUTIVE's death; or (v) the expiration of the term of this Agreement. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE Executive during any period during which EXECUTIVE Executive has not been terminated but is incapable of performing his duties hereunder by reason of temporary disability.

Termination for Disability. (a) If EXECUTIVE If, as a result of Executive's incapacity due to physical or mental illness, he shall become disabled as defined in have been absent from his duties with the BANK's then current disability plan Holding Company on a full-time basis for twelve (or12) consecutive months, if no such plan and within thirty (30) days after written notice of potential termination is then in effect, if EXECUTIVE is permanently and totally disabled within given he shall not have returned to the meaning full-time performance of Section 22(e)(3) of the Code as determined by a physician designated by the Board)his duties, the BANK Holding Company may terminate EXECUTIVEExecutive's employment for "Disability." (b) Upon EXECUTIVE's termination of employment for Disability, the BANK The Holding Company will pay EXECUTIVEExecutive, as disability pay, a bi-weekly payment equal to threeseventy-quarters five percent (3/475%) of EXECUTIVEExecutive's bi-weekly rate of Base Salary on the effective date of such termination. These disability payments shall commence on the effective date of EXECUTIVEExecutive's termination and will end on the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANK Holding Company in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKHolding Company; (ii) EXECUTIVEExecutive's full-time employment by another employer; (iii) EXECUTIVE Executive attaining the normal age of sixty-five (65)retirement or receiving benefits under the Association's Defined Benefit Plan; or (iv) EXECUTIVEExecutive's death; or (v) Executive's eligibility to collect payments under the expiration disability provision of the term of this AgreementAssociation's Defined Benefit Plan. The disability pay benefits provided for by this paragraph shall be reduced in addition to any payments made to Executive under the terms of any disability income insurance for Executive provided by the amount, if any, paid to EXECUTIVE under any plan of the BANK providing disability benefits to EXECUTIVEAssociation. (c) The BANK Holding Company will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the BANK Holding Company for EXECUTIVE Executive prior to his termination for Disability. This coverage and payments shall cease upon the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANKHolding Company, in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKHolding Company; (ii) EXECUTIVEExecutive's full-time employment by another employer; (iii) EXECUTIVEExecutive's attaining the normal age of sixty-five (65)retirement or receiving benefits under the Association's Defined Benefit Plan; (iv) EXECUTIVEthe Executive's death; or (v) the expiration Executive's eligibility to collect payments under the disability provision of the term of this AgreementDefined Benefit Plan. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE Executive during any period during which EXECUTIVE Executive is incapable of performing his duties hereunder by reason of temporary disability.

Termination for Disability. (a) If EXECUTIVE If, as a result of Executive’s incapacity due to physical or mental illness, he shall become disabled as defined in have been absent from his duties with the BANK's then current disability plan Bank on a full-time basis for six (or6) consecutive months, if no and within thirty (30) days after written notice of potential termination is given he shall not have returned to the full-time performance of his duties, the Bank or the Company may terminate Executive’s employment for “Disability.” In the event such plan is then in effectinvoluntary termination of Executive’s employment could be considered a termination under this Section 6(a) or under either section 4(a) or 5(b), if EXECUTIVE is permanently and totally disabled within it will be deemed to be a termination under that section that provides the meaning of Section 22(e)(3) of greatest financial benefits to the Code Executive, as determined by a physician designated by the Board), the BANK may terminate EXECUTIVE's employment for "DisabilityExecutive." (b) Upon EXECUTIVE's termination of In the event Executive’s employment for Disabilityis terminated under Section 6(a), the BANK Bank will pay EXECUTIVEExecutive, as disability pay, a bi-weekly monthly payment equal to three-quarters (3/4) 75% of EXECUTIVE's bi-weekly Executive’s monthly rate of Base Salary on the effective date of such termination. These disability payments shall be reduced by any disability-related income received by Executive from other sources such as Social Security, Workers’ Compensation or disability insurance coverage maintained by the Bank (which amounts shall be grossed-up to the extent they are received free from federal income tax) but not by any separate disability insurance maintained solely by the Executive. The disability payments will commence on the effective date of EXECUTIVE's Executive’s termination and will end on the earlier of of: (i) the date EXECUTIVE Executive returns to the full-time employment of the BANK 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 BANKDisability; (ii) EXECUTIVE's Executive’s full-time employment by another employer; (iii) EXECUTIVE Executive attaining the age of sixty-five (65); or (iv) EXECUTIVE's Executive’s death; or (v) the expiration of the term of this Agreement. The disability pay shall payments will be reduced by the amount, if any, paid in addition to EXECUTIVE under any plan of the BANK providing disability other payments or benefits to EXECUTIVEwhich he may be entitled under the terms of any applicable compensation arrangement or benefit, or fringe benefit plan, program or grant. (c) The BANK In the event Executive’s employment is terminated under Section 6(a), the Bank will cause to be continued life, medical, dental dental, disability and disability life insurance coverage substantially identical (including coverage amounts, co-pays, deductible amounts and maximum out-of-pocket amounts) to the coverage maintained by the BANK Bank for EXECUTIVE the Executive and his dependents prior to his termination termination. The Bank’s obligation and the Executive’s entitlement to continued medical and dental coverage shall be governed by the provisions of Section 7 below. With respect to disability and life insurance coverage, Executive shall be obligated to continue to pay, on a monthly basis, the portion of the cost of such disability and life insurance coverage that he would be required to pay if his employment continued. Such continuing insurance and payment arrangements for Disability. This coverage disability and payments life insurance shall cease upon continue until the earlier of of: (i) the date EXECUTIVE returns Executive fails to remit to the full-time employment Bank the required monthly premium amount for such insurance coverage within a thirty (30) day grace period of when such payment is due (or, if later, within thirty (30) days after Executive is informed 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 BANKpayment due); (ii) EXECUTIVE's full-time employment the date Executive obtains insurance coverage from another employer that is not less than that provided by another employerthe Bank; or (iii) EXECUTIVE's attaining the age of sixty-five (65); (iv) EXECUTIVE's death; or (v) the expiration of the term of this Agreement. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE Executive during any period during which EXECUTIVE Executive has not been terminated but is incapable of performing his duties hereunder by reason of temporary disability.

Termination for Disability. (a) If EXECUTIVE shall become disabled If, as defined in the BANKa result of Executive's then current disability plan (orincapacity due to physical or mental illness, if no such plan is then in effect, if EXECUTIVE is permanently and totally disabled within the meaning of Section 22(e)(3) of the Code as incapacity being determined by a physician designated doctor selected by the Board)Bank, she shall have been absent from her duties with the Bank on a full-time basis for six (6) consecutive months, and within thirty (30) days after written notice of potential termination is given she shall not have returned to the full-time performance of her duties, the BANK Bank may terminate EXECUTIVEExecutive's employment for "Disability." (b) Upon EXECUTIVE's termination of employment for Disability, the BANK The Bank will pay EXECUTIVEExecutive, as disability pay, a bi-weekly payment equal to three-quarters one hundred percent (3/4100%) of EXECUTIVEExecutive's bi-weekly rate of Base Salary on the effective date of such termination. These disability payments shall commence on the effective date of EXECUTIVEExecutive's termination and will end on the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANK Bank in the same capacity as he she was employed prior to his her termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKBank; (ii) EXECUTIVEExecutive's full-time employment by another employer; (iii) EXECUTIVE Executive attaining the normal age of sixty-five (65)retirement or receiving benefits under any Defined Benefit Plan of the Bank; or (iv) EXECUTIVEExecutive's death; or (v) the expiration of the term of this Agreement. The Notwithstanding any other provisions to the contrary, the Bank may apply any proceeds from disability pay shall be reduced income insurance for Executive which was paid for by the amount, if any, paid to EXECUTIVE under any plan Bank or Holding Company as partial satisfaction of the BANK providing disability benefits to EXECUTIVEBank's obligations under this Section. (c) The BANK Bank will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the BANK Bank for EXECUTIVE Executive and her dependants prior to his her termination for Disability. This coverage and payments shall cease upon the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANKBank, in the same capacity as he was employed prior to his her termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKBank; (ii) EXECUTIVEExecutive's full-time employment by another employer; (iii) EXECUTIVEExecutive's attaining the normal age of sixty-five (65)retirement or receiving benefits under any Defined Benefit Plan of the Bank; (iv) EXECUTIVEthe Executive's death; or (v) the expiration of the term of this Agreement. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE Executive during any period during which EXECUTIVE Executive is incapable of performing his her duties hereunder by reason of temporary disability.

Termination for Disability. In the event that Executive’s employment is terminated during the Employment Period based on a Disability Determination, the Bank and any successor to the Company and/or the Bank shall: (a1) If EXECUTIVE shall become disabled pay Executive his Earned Salary (as defined in the BANK's then current disability plan (or, if no such plan is then in effect, if EXECUTIVE is permanently and totally disabled within the meaning of Section 22(e)(3) of the Code as determined by a physician designated by the Boardabove), the BANK may terminate EXECUTIVE's employment for "Disability."; (b2) Upon EXECUTIVE's termination of employment for Disability, the BANK will pay EXECUTIVE, as disability pay, a bi-weekly payment Executive an amount equal to three-quarters the annual average of any cash incentive compensation and bonus that Executive received during the immediately preceding two (3/42) fiscal years, prorated based on the number of EXECUTIVE's bi-weekly rate of Base Salary on days during such year that elapsed prior to the effective date of the termination of Executive’s employment (“Prorated Incentive Compensation”); (3) make, for the benefit of Executive, the matching 401(k) plan contribution that Executive is entitled to receive for the current year, prorated based on the number of days during such termination. These disability payments shall commence on year that elapsed prior to the effective date of EXECUTIVE's the termination of Executive’s employment (“Accrued Plan Contribution”); (4) subject to the disability insurance adjustment set forth in Section 3(h)(4) of this Agreement, pay Executive the Base Salary that Executive would have been paid pursuant to Section 3(a) hereof from the effective date of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination; (5) provide Executive (and will end upon his death his surviving spouse and minor children, if any) with the same coverage under the Core Plans that Executive (and his surviving spouse and minor children, if any) would have been provided pursuant to Section 3(g) hereof from the effective date of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination (subject to payment of the costs and contributions that such plans provide are the responsibility of the insured employee); and (6) provide Executive (and his surviving spouse and minor children, if any) with the health insurance continuation benefits set forth in Section 6(g), beginning on the earlier date 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) EXECUTIVE attaining the age of sixty-five (65); or (iv) EXECUTIVE's death; or (v) the expiration of the term health insurance coverage provided under the Core Plans pursuant to Section 6(b)(5), subject to the payment of the costs that are the responsibility of the Executive pursuant to the applicable health insurance plan or this Agreement). Amounts payable under Section 6(b)(2), Section 6(b)(4) and Section 6(b)(6) of this Agreement. The disability pay Agreement shall be reduced by the amount, if any, paid to EXECUTIVE under any plan of the BANK providing disability benefits to EXECUTIVE. (cas provided in Section 6(i) The BANK will cause and as may be required to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the BANK for EXECUTIVE prior to his termination for Disability. This coverage and payments 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 deferred pursuant to an employment agreement between EXECUTIVE and the BANK; (ii) EXECUTIVE's full-time employment by another employer; (iii) EXECUTIVE's attaining the age of sixty-five (65); (iv) EXECUTIVE's death; or (v) the expiration of the term of this AgreementSection 24. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE during any period during which EXECUTIVE is incapable of performing his duties hereunder by reason of temporary disability.

Termination for Disability. (a) If EXECUTIVE shall become disabled as defined in the BANK's then current disability plan (or, if no such plan is then in effect, if EXECUTIVE is permanently and totally disabled within the meaning of Section 22(e)(3) of the Code as determined by a physician designated by the Board), the BANK may terminate EXECUTIVE's employment for "Disability." (b) Upon EXECUTIVE's termination of employment for Disability, the BANK will pay EXECUTIVE, as disability pay, a bi-weekly payment equal to three-three- quarters (3/4) 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 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) EXECUTIVE attaining the age of sixty-five (65); or (iv) EXECUTIVE's death; or (v) the expiration of the term of this Agreement. The disability pay shall be reduced by the amount, if any, paid to EXECUTIVE under any plan of the BANK providing disability benefits to EXECUTIVE. (c) The BANK will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the BANK for EXECUTIVE prior to his termination for Disability. This coverage and payments 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) EXECUTIVE's attaining the age of sixty-five (65); (iv) EXECUTIVE's death; or (v) the expiration of the term of this Agreement. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE during any period during which EXECUTIVE is incapable of performing his duties hereunder by reason of temporary disability. (e) The provisions of this Section 6 shall be subject to Sections 9 of this Agreement.

Termination for Disability. (a) If EXECUTIVE If, as a result of Executive’s incapacity due to physical or mental illness, he shall become disabled as defined in have been absent from his duties with the BANK's then current disability plan Holding Company on a full-time basis for six (or6) consecutive months, if no such plan and within thirty (30) days after written notice of potential termination is then in effect, if EXECUTIVE is permanently and totally disabled within given he shall not have returned to the meaning full-time performance of Section 22(e)(3) of the Code as determined by a physician designated by the Board)his duties, the BANK Holding Company may terminate EXECUTIVE's Executive’s employment for "“Disability."” (b) Upon EXECUTIVE's termination of employment for Disability, the BANK The Holding Company will pay EXECUTIVEExecutive, as disability pay, a bi-weekly monthly payment equal to the greater amount of three-quarters (3/4) of EXECUTIVE's bi-weekly Executive’s monthly rate of Base Salary on the effective date of such terminationtermination or $14,937.50. These disability payments shall commence on the effective date of EXECUTIVE's Executive’s termination and will end on the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANK Holding Company in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKHolding Company; (ii) EXECUTIVE's Executive’s full-time employment by another employer; (iii) EXECUTIVE Executive attaining the normal age of sixty-five (65)retirement; or (iv) EXECUTIVE's Executive’s death; . Notwithstanding any other provision to the contrary, the Bank may apply any proceeds from disability income insurance for Executive which was paid for by the Bank or (v) the expiration Holding Company as partial satisfaction of the term of its obligation under this AgreementSection. The disability pay shall payments will be reduced in addition to any benefit payable from any qualified or non-qualified retirement plans, stock benefit plans or other programs maintained by the amount, if any, paid to EXECUTIVE under any plan of the BANK providing disability benefits to EXECUTIVEBank or Holding Company. (c) The BANK Holding Company will cause to be continued life, medical, dental health and disability coverage substantially identical to the coverage maintained by the BANK Holding Company for EXECUTIVE the Executive prior to his termination for Disability. This coverage and payments shall cease upon the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANKHolding Company, in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKHolding Company; (ii) EXECUTIVE's Executive’s full-time employment by another employer; (iii) EXECUTIVE's Executive’s attaining the normal age of sixty-five (65); retirement, or (iv) EXECUTIVE's the Executive’s death; or (v) the expiration of the term of this Agreement. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE Executive during any period during which EXECUTIVE Executive is incapable of performing his duties hereunder by reason of temporary disability.

Termination for Disability. (a) If EXECUTIVE the Executive shall become disabled as defined in the BANKBank's then current disability plan (or, if no such plan is then in effect, if EXECUTIVE the Executive is permanently and totally disabled within the meaning of Section 22(e)(3) of the Code as determined by a physician designated by the Board), the BANK Bank may terminate EXECUTIVEExecutive's employment for "Disability." (b) Upon EXECUTIVEthe Executive's termination of employment for Disability, the BANK Bank will pay EXECUTIVEExecutive, as disability pay, a bi-weekly payment equal to three-three- quarters (3/4) of EXECUTIVEExecutive's bi-weekly rate of Base Salary on the effective date of such termination. These disability payments shall commence on the effective date of EXECUTIVEExecutive's termination and will end on the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANK Bank in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKBank; (ii) EXECUTIVEExecutive's full-time employment by another employer; (iii) EXECUTIVE Executive attaining the age of sixty-five (65); or (iv) EXECUTIVEExecutive's death; or (v) the expiration of the term of this Agreement. The disability pay shall be reduced by the amount, if any, paid to EXECUTIVE the Executive under any plan of the BANK Bank providing disability benefits to EXECUTIVEthe Executive. (c) The BANK Bank will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the BANK Bank for EXECUTIVE Executive prior to his termination for Disability. This coverage and payments shall cease upon the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANKBank, in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKBank; (ii) EXECUTIVEExecutive's full-time employment by another employer; (iii) EXECUTIVEExecutive's attaining the age of sixty-five (65); or (iv) EXECUTIVEthe Executive's death; or (v) the expiration of the term of this Agreement. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE Executive during any period during which EXECUTIVE Executive is incapable of performing his duties hereunder by reason of temporary disability.

Termination for Disability. (a) If EXECUTIVE If, as a result of Executive’s incapacity due to physical or mental illness, he shall become disabled as defined in have been absent from his duties with the BANK's then current disability plan Bank on a full-time basis for six (or6) consecutive months, if no such plan and within thirty (30) days after written notice of potential termination is then in effect, if EXECUTIVE is permanently and totally disabled within given he shall not have returned to the meaning full- time performance of Section 22(e)(3) of the Code as determined by a physician designated by the Board)his duties, the BANK Bank or the Holding Company may terminate EXECUTIVE's Executive’s employment for "“Disability."” (b) Upon EXECUTIVE's termination of employment for Disability, the BANK The Bank will pay EXECUTIVEExecutive, as disability pay, a bi-weekly monthly payment equal to the greater amount of three-quarters (3/4) of EXECUTIVE's bi-weekly Executive’s monthly rate of Base Salary on the effective date of such terminationtermination or $14,937.50. These disability payments shall commence on the effective date of EXECUTIVE's Executive’s termination and will end on the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANK Bank in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKBank; (ii) EXECUTIVE's Executive’s full-time employment by another employer; (iii) EXECUTIVE Executive attaining the normal age of sixty-five (65)retirement; or (iv) EXECUTIVE's Executive’s death; or (v) . Notwithstanding any other provision to the expiration contrary, the Bank may apply any proceeds from disability income insurance for Executive which was paid for by the Bank as partial satisfaction of the term of its obligation under this AgreementSection. The disability pay shall payments will be reduced in addition to any benefit payable from any qualified or non-qualified retirement plans, stock benefit plans or other programs maintained by the amount, if any, paid to EXECUTIVE under any plan of the BANK providing disability benefits to EXECUTIVEBank. (c) The BANK Bank will cause to be continued life, medical, dental health and disability coverage substantially identical to the coverage maintained by the BANK Bank for EXECUTIVE Executive prior to his termination for Disability. This coverage and payments shall cease upon the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANKBank, in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKBank; (ii) EXECUTIVE's Executive’s full-time employment by another employer; (iii) EXECUTIVE's Executive’s attaining the normal age of sixty-five (65); retirement, or (iv) EXECUTIVE's the Executive’s death; or (v) the expiration of the term of this Agreement. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE Executive during any period during which EXECUTIVE Executive is incapable of performing his duties hereunder by reason of temporary disability.

Termination for Disability. (a) If EXECUTIVE shall become The Company may terminate this Agreement for Executive’s Disability by written notice to Executive effective upon receipt or per a termination date agreed with Executive. “Disability” will be deemed to have occurred if Executive was physically or mentally incapacitated or disabled as defined or otherwise unable fully to discharge his duties hereunder for (i) a period in excess of ninety (90) consecutive days, or (ii) a period in excess of one hundred twenty (120) days in the BANK's then current disability plan aggregate in any consecutive one hundred eighty (180) day period. This definition will be interpreted and applied consistent with the Americans with Disabilities Act, the Family and Medical Leave Act and other applicable law. The existence of Executive’s Disability will be determined by the Company on the advice of a physician chosen by the Company and either the Executive or, if no in the event of mental disability, Executive’s Death Benefits Recipients. The Company reserves the right to have Executive examined by such plan is then in effect, if EXECUTIVE is permanently and totally disabled within physician at the meaning of Section 22(e)(3) of the Code as determined by a physician designated by the Board), the BANK may terminate EXECUTIVE's employment for "DisabilityCompany’s expense." (b) Upon EXECUTIVE's termination of employment If the Company terminates this Agreement for Executive’s Disability, the BANK Company will pay EXECUTIVE, as disability pay, a bi-weekly payment equal to three-quarters (3/4) 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 of Executive (i) the Base Salary due Executive through 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; termination, (ii) EXECUTIVE's full-for any accrued PTO not taken at the time employment by another employer; of termination, and (iii) EXECUTIVE attaining any other amounts to which Executive is entitled at the age time of sixty-five (65); termination under any bonus or (iv) EXECUTIVE's death; compensation plan or (v) the expiration practice of the term of Company provided, however, that any bonus payments under the MICP will be governed by Section 6.2(c)(ii) and not this Agreement. The disability pay shall be reduced by the amount, if any, paid to EXECUTIVE under any plan of the BANK providing disability benefits to EXECUTIVESection. (c) The BANK In addition, provided that Executive executes and does not revoke a Release as provided in Section 7 and complies with Section 6.7(b), the Company will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the BANK for EXECUTIVE prior to his termination for Disability. This coverage and payments shall cease upon the earlier of (i) the date EXECUTIVE returns to the full-time employment of the BANKpay or grant Executive, in lieu of any other severance benefits or any other compensation, the same capacity as he was employed prior Severance Benefits set forth in Section 6.2(c) (i)-(iv), (vi) and (vii); provided that if the Company provides the Executive with long term disability insurance coverage at not less than 80% of his Base Salary with eligibility for coverage 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) EXECUTIVE's attaining the age of sixty-five 65, then the payment pursuant to such insurance will replace the Company’s obligation to pay the Severance Benefits set forth in Section 6.1(c)(i) – (65iii); (iv) EXECUTIVE's death; or (v) . At Executive’s election he may pay the expiration of the premium for this long term of this Agreementdisability coverage. (d) Notwithstanding The Company will have the foregoingright to withhold further payments of unpaid Severance Benefits upon its notice to Executive of the Board’s good faith reasonable belief, there will be no reduction and the basis for the reasonable belief, that Executive has breached any of his post-termination obligations to the Company under applicable laws and as defined in this Agreement and the compensation otherwise payable to EXECUTIVE during any period during which EXECUTIVE is incapable of performing his duties hereunder by reason of temporary disabilityPIIA.

Termination for Disability. (a) If EXECUTIVE shall become disabled If, as defined in the BANKa result of Executive's then current disability plan (orincapacity due to physical or mental illness, if no such plan is then in effect, if EXECUTIVE is permanently and totally disabled within the meaning of Section 22(e)(3) of the Code as incapacity being determined by a physician designated doctor selected by the Board)Holding Company, he shall have been absent from his duties with the Holding Company on a full-time basis for six (6) consecutive months, and within thirty (30) days after written notice of potential termination is given he shall not have returned to the full-time performance of his duties, the BANK Holding Company may terminate EXECUTIVEExecutive's employment for "Disability." (b) Upon EXECUTIVE's termination of employment for Disability, the BANK The Holding Company will pay EXECUTIVEExecutive, as disability pay, a bi-weekly payment equal to three-quarters seventy five percent (3/475%) of EXECUTIVEExecutive's bi-weekly rate of Base Salary on the effective date of such termination. These disability payments shall commence on the effective date of EXECUTIVEExecutive's termination and will end on the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANK Holding Company in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKHolding Company; (ii) EXECUTIVEExecutive's full-time employment by another employer; (iii) EXECUTIVE Executive attaining the normal age of sixty-five (65)retirement or receiving benefits under the Bank's Defined Benefit Plan; or (iv) EXECUTIVEExecutive's death; or (v) the expiration of the term of this Agreement. The Notwithstanding any other provisions to the contrary, the Holding Company may apply any proceeds from disability pay shall be reduced income insurance for Executive which was paid for by the amount, if any, paid to EXECUTIVE Bank or Holding Company as partial satisfaction of its obligations under any plan of the BANK providing disability benefits to EXECUTIVEthis Section. (c) The BANK Holding Company will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the BANK Holding Company for EXECUTIVE Executive prior to his termination for Disability. This coverage and payments shall cease upon the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANKHolding Company, in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKHolding Company; (ii) EXECUTIVEExecutive's full-time fulltime employment by another employeremployee; (iii) EXECUTIVEExecutive's attaining the normal age of sixty-five (65)retirement or receiving benefits under the Bank's Defined Benefit Plan; (iv) EXECUTIVEthe Executive's death; or (v) the expiration of the term of this Agreement. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE Executive during any period during which EXECUTIVE Executive is incapable of performing his duties hereunder by reason of temporary disability.

Termination for Disability. ​ (a) If EXECUTIVE Termination of Executive’s employment based on “Disability” shall become disabled as defined 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's then current disability plan Bank or the Company; or (or, if no such plan iii) Executive is then in effect, if EXECUTIVE is permanently and determined to be totally disabled within by the meaning Social Security Administration. The provisions of Section 22(e)(3Sections 6(b) and (c) shall apply upon the termination of the Code as determined by Executive’s employment based on Disability. Upon the determination that Executive has suffered a physician designated by the Board)Disability, the BANK may terminate EXECUTIVE's employment for "Disabilitydisability payments hereunder shall commence within thirty (30) days." (b) Upon EXECUTIVE's 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 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 BANK will pay EXECUTIVE, as disability pay, a bi-weekly payment equal extent such coverage may be changed in its application to three-quarters (3/4) of EXECUTIVE's bi-weekly rate of Base Salary all Bank employees or not available on the effective date of such terminationan individual basis to an employee terminated based on Disability. These disability payments This coverage shall commence on the effective date of EXECUTIVE's termination and will end on cease upon the earlier of (i) the date EXECUTIVE 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 BANKBank; (ii) EXECUTIVE's Executive’s full-time employment by another employer; (iii) EXECUTIVE attaining expiration of the age remaining term of sixty-five (65)this Agreement; or (iv) EXECUTIVE's Executive’s death; or (v) the expiration of the term of this Agreement. The disability pay shall be reduced by the amount, if any, paid to EXECUTIVE under any plan of the BANK providing disability benefits to EXECUTIVE. (c) The BANK will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the BANK for EXECUTIVE prior to his termination for Disability. This coverage and payments 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) EXECUTIVE's attaining the age of sixty-five (65); (iv) EXECUTIVE's death; or (v) the expiration of the term of this Agreement. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE during any period during which EXECUTIVE is incapable of performing his duties hereunder by reason of temporary disability.

Termination for Disability. (a) If EXECUTIVE In the event of Termination for Disability, Executive shall become disabled receive the benefits provided in Section 6(b); provided, however, that the benefits provided under Section 6(b) shall not be deemed to be in lieu of the benefits he is otherwise entitled as a former employee under the Bank or Company's employee plans and programs. For purposes of this Agreement, Executive may be terminated for disability only if (i) Executive shall have been absent from his duties with the Company on a full-time basis for six (6) consecutive months, or (ii) a majority of the members of the Board acting in good faith determine that, based upon competent and independent medical evidence presented by a physician or physicians agreed upon by the parties, Executive's physical or mental condition is such that he is totally and permanently incapable of engaging in any substantial gainful employment based upon his education, training and experience; provided, however, that on and after the earliest date on which a Change in Control of the Bank or Company as defined in Section 5 occurs, such a determination shall require the BANK's then current disability plan (or, if no such plan is then in effect, if EXECUTIVE is permanently and totally disabled within the meaning affirmative vote of Section 22(e)(3) at least three-fourths of the Code as determined members of the Board acting in good faith and such vote shall not be made prior to the expiration of a sixty-day period following the date on which the Board shall, by written notice to the Executive, furnish him a physician designated by statement of its grounds for proposing to make such determination, during which period Executive shall be afforded a reasonable opportunity to make oral and written presentations to the members of the Board), and to be represented by his legal counsel at such presentations, to refute the BANK may terminate EXECUTIVE's employment grounds for "Disability."the proposed determination; (b) Upon EXECUTIVE's termination of employment The Company will cause to be continued insurance coverage, including life, health, dental, prescription drug and disability coverage substantially identical to the coverage maintained by the Bank or the Company for Executive prior to his Termination for Disability, the BANK will pay EXECUTIVE, as disability pay, a bi-weekly payment equal to three-quarters (3/4) of EXECUTIVE's bi-weekly rate of Base Salary on the effective date of such termination. These disability payments This coverage shall commence on the effective date of EXECUTIVE's termination and will end on cease upon the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANK Company, in the same capacity as he was employed prior to his termination Termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKCompany; (ii) EXECUTIVEExecutive's full-time employment by another employer; (iii) EXECUTIVE Executive's attaining the normal age of sixty-five (65)retirement or receiving benefits under the Bank's or the Company's defined benefit plan; or (iv) EXECUTIVEthe Executive's death; or (v) the expiration Executive's eligibility to collect payments under the disability provision of the term of this Agreement. The disability pay shall be reduced by the amount, if any, paid to EXECUTIVE under any plan of the BANK providing disability benefits to EXECUTIVE. (c) The BANK will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the BANK for EXECUTIVE prior to his termination for Disability. This coverage and payments 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) EXECUTIVE's attaining the age of sixty-five (65); (iv) EXECUTIVE's deathdefined benefit plan; or (vvi) the expiration of the term of this Agreement. (dc) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE Executive during any period during which EXECUTIVE Executive is incapable of performing his duties hereunder by reason of temporary disability.

Termination for Disability. (a) If EXECUTIVE shall The Employer may also terminate this Agreement in the event that the Employee shall, during the term of this Agreement, become permanently disabled as the term is fixed and defined in this section. Such option shall be exercised by the BANK's then current disability plan (orEmployer giving notice to the Employee as required by this Agreement. On the giving of such notice, if no such plan is then in effect, if EXECUTIVE is permanently and totally disabled within this Agreement shall cease on the meaning of Section 22(e)(3) last day of the Code month in which the notice is so mailed, with the same force and effect as determined by a physician designated by if such last day of the Board)month were the date originally set forth in this Agreement as the termination date of this Agreement. For the purposes of this Agreement, the BANK may terminate EXECUTIVE's employment for "Disability." (b) Upon EXECUTIVE's termination of employment for DisabilityEmployee shall have become permanently disabled, the BANK will pay EXECUTIVEif, as disability pay, a bi-weekly payment equal to three-quarters (3/4) 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 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) EXECUTIVE attaining the age of sixty-five (65); or (iv) EXECUTIVE's death; or (v) the expiration during any year of the term of this Agreement. The , because of ill health, physical, or mental disability pay or for other causes beyond the Employee's control the Employee shall be reduced by have been continuously unable or unwilling or shall have failed to perform the amountduties under this Agreement for one hundred and eighty (180) days, if anyor if, paid to EXECUTIVE under during any plan of the BANK providing disability benefits to EXECUTIVE. (c) The BANK will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the BANK for EXECUTIVE prior to his termination for Disability. This coverage and payments 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) EXECUTIVE's attaining the age of sixty-five (65); (iv) EXECUTIVE's death; or (v) the expiration year of the term of this Agreement. , the Employee shall have been unable or unwilling or shall have failed to perform such duties for a total period of one year (d365) days, whether or not such days are consecutive. In all events, Employee shall be paid his full weekly salary during any said disability, or until disability can be verified as provided below for a maximum of 52 weeks, or 365 days. Notwithstanding the foregoingabove, there will the salary continuation shall be no reduction in offset by any EMPLOYER SPONSORED disability policy or income continuation plan by a qualified third party provider of such plans. However, the compensation otherwise payable Employee salary continuation shall not be offset by any government sponsored or independent Employee paid policy, or other collateral source. For the purposes of this Agreement, the term "any year of the term of this Agreement" is defined to EXECUTIVE during mean any 12 consecutive month period during which EXECUTIVE the term of the Agreement. If permanent disability is incapable verified at any time during the term of performing his duties hereunder this Agreement by reason a panel of temporary disabilitytwo independent physicians, Employer shall pay Employee the sum of $100,000 as severance due to disability in addition to any disability income or salary continuation plan then in effect, or as provided for above.

Termination for Disability. (a) If EXECUTIVE the Executive shall become disabled as defined in the BANKAssociation's then current disability plan (or, if no such plan is then in effect, if EXECUTIVE the Executive is permanently and totally disabled within the meaning of Section 22(e)(3) of the Code as determined by a physician designated by the Board), the BANK Association may terminate EXECUTIVEExecutive's employment for "Disability." (b) Upon EXECUTIVEthe Executive's termination of employment for Disability, the BANK Association will pay EXECUTIVEExecutive, as disability pay, a bi-weekly payment equal to three-quarters (3/4) of EXECUTIVEExecutive's bi-weekly rate of Base Salary on the effective date of such termination. These disability payments shall commence on the effective date of EXECUTIVEExecutive's termination and will end on the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANK Association in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKAssociation; (ii) EXECUTIVEExecutive's full-time employment by another employer; (iii) EXECUTIVE Executive attaining the age of sixty-five (65); or (iv) EXECUTIVEExecutive's death; or (v) the expiration of the term of this Agreement. The disability pay shall be reduced by the amount, if any, paid to EXECUTIVE the Executive under any plan of the BANK Association providing disability benefits to EXECUTIVEthe Executive. (c) The BANK Association will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the BANK Association for EXECUTIVE Executive prior to his termination for Disability. This coverage and payments shall cease upon the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANKAssociation, in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKAssociation; (ii) EXECUTIVEExecutive's full-time employment by another employer; (iii) EXECUTIVEExecutive's attaining the age of sixty-five (65); or (iv) EXECUTIVEthe Executive's death; or (v) the expiration of the term of this Agreement. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE Executive during any period during which EXECUTIVE Executive is incapable of performing his duties hereunder by reason of temporary disability.

Termination for Disability. (a) If EXECUTIVE shall become disabled as defined The Company and Executive acknowledge and agree that essential functions of Executive’s position are unique and critical to the Company and that a disability condition which causes Executive to be unable to perform the essential functions of his position with or without reasonable accommodations for a period in the BANK's then current disability plan (or, if no such plan is then in effect, if EXECUTIVE is permanently and totally disabled within the meaning of Section 22(e)(3) of the Code as determined by a physician designated by the Board), the BANK may terminate EXECUTIVE's employment for "Disability." (b) Upon EXECUTIVE's termination of employment for Disability, the BANK will pay EXECUTIVE, as disability pay, a bi-weekly payment equal to three-quarters (3/4) 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 excess 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; ninety (90) consecutive days or (ii) EXECUTIVE's full-time employment by another employer; for shorter periods aggregating one hundred eighty (iii180) EXECUTIVE attaining the age of sixty-days in any three hundred sixty five (65365) consecutive day period, shall constitute an undue hardship on the Company. If the Company determines in good faith upon medical certification, and after consultation with Executive (and, if requested by Executive, with Executive’s physician(s); ), that Executive is disabled and unable to perform the essential functions of his position with or without reasonable accommodations for such period, the Company may give Executive written notice of its intention to terminate Executive’s employment hereunder. Executive shall have the right to dispute the Company’s determination as set forth in Section 12. Subject to the foregoing, if the Executive’s employment is terminated by the Company pursuant to this Section 7.2, the Company shall promptly (ivbut in no event later than sixty (60) EXECUTIVE's death; or days following the date of termination) pay the Executive any Base Salary and Annual Bonus, accrued and unpaid, through the date of termination pursuant to this Section 7.2, less applicable payroll taxes, withholdings and deductions, together with any unpaid expense reimbursements owed Executive under Section 6 hereof (v) the expiration it being understood and agreed that no portion of the term of this Agreement. The disability pay Annual Bonus described in Section 3 shall be reduced by deemed accrued unless Executive was employed with the amount, if any, paid to EXECUTIVE under any plan Company as of the BANK providing disability last day of the fiscal year to which such Annual Bonus award applies). Executive shall also be entitled to any fringe benefits to EXECUTIVE. (c) The BANK will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the BANK for EXECUTIVE which have vested on Executive’s behalf prior to his termination. Except as provided in Sections 4, 6, 7.2, 7.6, 8, 9, 10 and 11, which the parties agree survive the termination for Disability. This coverage and payments shall cease upon the earlier of (i) the date EXECUTIVE returns to the full-time employment of the BANKExecutive pursuant this Section 7.2, in upon termination of the same capacity as he was employed prior to his termination for Disability and Executive’s employment hereunder pursuant to an employment agreement between EXECUTIVE and this Section 7.2, the BANK; (ii) EXECUTIVE's full-time employment by another employer; (iii) EXECUTIVE's attaining the age of sixty-five (65); (iv) EXECUTIVE's death; parties shall have no further rights or (v) the expiration of the term of obligations under this Agreement. (db) Notwithstanding Solely for purposes of the foregoingCompany making and/or defending a determination of disability as provided for in Section 7.2(a) above, there Executive hereby authorizes any health care provider or health care plan which has provided health care services or payment therefor on behalf of Executive, to disclose Executive’s health information to the Board or officers and/or human resource personnel of the Company upon the request of any one or more of them. As used herein, the term “health information” means any and all health information (including but limited to, diagnoses, reports and test results) that may relate to Executive’s fitness for employment by the Company, or to his status pursuant to this or any other agreement with, or policy of, the Company. The Company agrees to maintain the confidentiality of such information, and to cause its officers and other agents in receipt of such information to maintain the confidentiality of such information, and that such information shall be accessed by, and disclosed to, individual directors, officers, employees and agents of the Company strictly on a need to know basis. Executive understands and agrees to the following: (i) that he has the right to revoke the authorization contained in this Section 7.2(b) at any time by notifying the Company in writing that such revocation will only be effective after it is received and logged by the Company, and that any use or disclosure made prior to revocation under this Section 7.2(b) will not be affected by the revocation; (ii) that after Executive’s health information is disclosed, federal law might not protect it, and it may be redisclosed by the recipient; (iii) that Executive’s continued employment and position with the Company are subject to his consent to this authorization and authorizing release of any additional health care information that the Company requests; (iv) that the Board is entitled to receive a copy of this Agreement, including this authorization; and (v) that this authorization will expire upon the latest of (a) Executive’s termination of employment with the Company; (b) the date as of which Executive no reduction in longer receives any type of remuneration from the compensation otherwise payable to EXECUTIVE during any period during which EXECUTIVE is incapable Company; or (c) the expiration date of performing his duties hereunder by reason of temporary disabilitythis Agreement.

Termination for Disability. (a) If EXECUTIVE shall become disabled as defined The Company may terminate this Agreement for the Executive’s Disability by written notice to the Executive effective upon receipt or per a termination date agreed with the Executive. Termination by the Company of the Employee’s employment based on “Disability” will mean termination because the Executive is unable due to a physical or mental condition to perform the essential functions of his position with or without reasonable accommodation for (i) a period in excess of ninety (90) consecutive days, or (ii) a period in excess of one hundred twenty (120) days in the BANK's then current disability plan aggregate in any consecutive one hundred eighty (or180) day period. This definition will be interpreted and applied consistent with the Americans with Disabilities Act, if no such plan is then in effect, if EXECUTIVE is permanently the Family and totally disabled within the meaning of Section 22(e)(3) Medical Leave Act and other applicable law. The existence of the Code as Executive’s Disability will be determined by a the Company on the written certification of the Executive’s physician. The Company reserves the right to have the Executive examined by such physician designated by at the Board), the BANK may terminate EXECUTIVE's employment for "DisabilityCompany’s expense." (b) Upon EXECUTIVE's termination of employment If the Company terminates this Agreement for the Executive’s Disability, the BANK Company will pay EXECUTIVE, as disability pay, a bi-weekly payment equal to three-quarters (3/4) 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 of Executive (i) the Base Salary due the Executive through 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; termination, (ii) EXECUTIVE's full-for any accrued PTO not taken at the time employment by another employer; of termination, and (iii) EXECUTIVE attaining any other amounts to which the age Executive is entitled at the time of sixty-five (65); termination under any bonus or (iv) EXECUTIVE's death; compensation plan or (v) the expiration practice of the term of this Agreement. The disability pay shall be reduced by the amount, if any, paid to EXECUTIVE under any plan of the BANK providing disability benefits to EXECUTIVECompany. (c) The BANK In addition, provided that the Executive executes and does not revoke a Release as provided in Section 7 and complies with Section 6.7(b), the Company will cause to be continued life, medical, dental and disability coverage substantially identical to pay or grant the coverage maintained by the BANK for EXECUTIVE prior to his termination for Disability. This coverage and payments shall cease upon the earlier of (i) the date EXECUTIVE returns to the full-time employment of the BANKExecutive, in lieu of any other severance benefits or any other compensation, 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; Severance Benefits set forth in Section 6.2(c)(i), (iii) EXECUTIVE's attaining and (iv); provided that if the Company, immediately prior to the termination of this Agreement pursuant to 6.6(a), has paid or reimbursed the Executive for long term disability insurance coverage with an insurance benefit of not less than 80% of his Base Salary to the age of sixty-five (65, then the payment pursuant to such insurance will replace the Company’s obligation to pay the Severance Benefits set forth in Section 6.2(c)(i); (iv) EXECUTIVE's death; or (v) . At the expiration of Executive’s election he may pay the premium for this long term of this Agreementdisability coverage. (d) Notwithstanding The Company will have the foregoingright to withhold further payments of unpaid Severance Benefits upon its notice to the Executive of the Board’s good faith reasonable belief, there will be no reduction and the basis for the reasonable belief, that the Executive has breached any of his post-termination obligations to the Company under applicable laws and as defined in this Agreement and the compensation otherwise payable to EXECUTIVE during any period during which EXECUTIVE is incapable of performing his duties hereunder by reason of temporary disabilityEmployee Proprietary Information and Inventions Agreement.

Termination for Disability. (a) If EXECUTIVE If, as a result of Executive's incapacity due to physical or mental illness, he shall become disabled as defined in have been absent from his duties with the BANK's then current disability plan Bank on a full-time basis for six (or6) consecutive months, if no such plan and within thirty (30) days after written notice of potential termination is then in effectgiven, if EXECUTIVE is permanently and totally disabled within he shall not have returned to the meaning full-time performance of Section 22(e)(3) of the Code as determined by a physician designated by the Board)his duties, the BANK Bank may terminate EXECUTIVEExecutive's employment for "Disability." (b) Upon EXECUTIVE's termination of employment for Disability, the BANK The Bank will pay EXECUTIVEExecutive, as disability pay, a bi-weekly payment equal to three-quarters (3/4) of EXECUTIVEExecutive's bi-weekly rate of Base Salary on the effective date of such termination. These disability payments shall commence on the effective date of EXECUTIVEExecutive's termination and will end on the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANK Bank in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKBank; (ii) EXECUTIVEExecutive's full-time employment by another employer; (iii) EXECUTIVE Executive attaining the age of sixty-five (65); or (iv) EXECUTIVEExecutive's death; or (v) the expiration of the term of this Agreement. The disability pay shall be reduced by the amount, if any, paid to EXECUTIVE the Executive under any plan of the BANK Bank providing disability benefits to EXECUTIVEthe Executive. (c) The BANK Bank will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the BANK Bank for EXECUTIVE Executive prior to his termination for Disability. This coverage and payments shall cease upon the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANKBank, in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKBank; (ii) EXECUTIVEExecutive's full-time employment by another employer; (iii) EXECUTIVEExecutive's attaining the age of sixty-five (65); (iv) EXECUTIVEthe Executive's death; or (v) the expiration of the term of this Agreement. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE Executive during any period during which EXECUTIVE Executive is incapable of performing his duties hereunder by reason of temporary disability.

Termination for Disability. In the event that Executive’s employment is terminated during the Employment Period based on a Disability Determination, the Company shall: (ai) If EXECUTIVE shall become disabled pay Executive his Earned Salary (as defined in the BANK's then current disability plan above); (or, if no such plan is then in effect, if EXECUTIVE is permanently and totally disabled within the meaning of Section 22(e)(3ii) of the Code as determined by a physician designated by the Board), the BANK may terminate EXECUTIVE's employment for "Disability." (b) Upon EXECUTIVE's termination of employment for Disability, the BANK will pay EXECUTIVE, as disability pay, a bi-weekly payment Executive an amount equal to three-quarters the annual average of any cash incentive compensation and bonus that Executive received during the immediately preceding two (3/42) fiscal years, prorated based on the number of EXECUTIVE's bi-weekly rate of Base Salary on days during such year that elapsed prior to the effective date of the termination of Executive’s employment (“Prorated Incentive Compensation”); (iii) make, for the benefit of Executive, the matching 401(k) plan contribution that Executive is entitled to receive for the current year, prorated based on the number of days during such termination. These disability payments shall commence on year that elapsed prior to the effective date of EXECUTIVE's the termination and will end on of Executive’s employment (“Accrued Plan Contribution”), (iv) subject to the earlier disability insurance adjustment set forth in Section 3(i) hereof, pay Executive the Base Salary that Executive would have been paid pursuant to Section 3(a) hereof from the effective date of (i) termination through the date EXECUTIVE returns the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination; and (v) provide Executive (or upon his death, his surviving spouse and minor children, if any) with the same coverage under the Core Plans (or if applicable, a Contingent Insurance Stipend under Section 6(h)) that Executive would have been provided pursuant to Section 3(g) hereof from the effective date of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination (in each case subject to Executive’s payment of the costs and contributions that such plans provide are the responsibility of the insured employee and the availability of such continued coverage through the Company’s then-current insurance carrier). Except as provided in Section 3(h), Section 3(j) (but only with respect to the full-time employment assumption and continuation of the BANK Life Insurance Policy) and this Section 6(b), the Company shall have no obligation to provide Executive with any other compensation or benefits pursuant Section 3(a) through (k) or Section 6 of this Agreement following a termination of Executive’s employment based on a Disability Determination. Except as provided in Section 6(g) hereof, the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE and the BANK; amounts payable under Subsections (ii) EXECUTIVE's full-time employment by another employer; (iii) EXECUTIVE attaining the age of sixty-five (65); or and (iv) EXECUTIVE's death; or (v) the expiration of the term of this Agreement. The disability pay Section 6(b) shall be reduced by paid in equal installments over the amount, if any, paid to EXECUTIVE under any plan period beginning on the Company’s first regular payroll date after the effective date of termination and continuing through the BANK providing disability benefits to EXECUTIVE. (c) The BANK will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the BANK for EXECUTIVE prior to his termination for Disability. This coverage and payments shall cease upon the earlier of (i) Company’s first regular payroll date after the date EXECUTIVE returns the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination. Upon Executive’s death, any payments due under this Section 6(b) shall be paid, as applicable, to the full-time employment of the BANKExecutive’s estate, in the same capacity trust or 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 otherwise required by another employer; (iii) EXECUTIVE's attaining the age of sixty-five (65); (iv) EXECUTIVE's death; or (v) the expiration of the term of this Agreementlaw. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE during any period during which EXECUTIVE is incapable of performing his duties hereunder by reason of temporary disability.

Termination for Disability. (a) If EXECUTIVE shall become disabled If, as defined in a result of Executive's incapacity due to injury or sickness, such incapacity being determined on the BANK's then current disability plan (or, if no such plan is then in effect, if EXECUTIVE is permanently and totally disabled within the meaning of Section 22(e)(3) of the Code same basis as determined by a physician designated under any disability insurance policy provided by the Board)Bank, he shall have been absent from his duties with the Bank on a full-time basis for six (6) consecutive months, and within thirty (30) days after written notice of potential termination is given he shall not have returned to the full-time performance of his duties, the BANK Bank or the Executive may terminate EXECUTIVEExecutive's employment for "Disability." (b) Upon EXECUTIVE's termination of employment for Disability, the BANK The Bank will pay EXECUTIVEExecutive, as disability pay, a bi-weekly payment equal to three-quarters one hundred percent (3/4100%) of EXECUTIVEExecutive's bi-weekly rate of Base Salary on the effective date of such termination. These disability payments shall commence on the effective date of EXECUTIVEExecutive's termination and will end on the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANK Bank in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKBank; (ii) EXECUTIVEExecutive's full-time employment by another employer; (iii) EXECUTIVE attaining the age of sixty-five (65); or (iv) EXECUTIVEExecutive's death; or (viv) the expiration of the term of Executive's disability insurance policy as provided by the Bank. Notwithstanding any other provisions to the contrary, any amounts due under this Agreement. The disability pay subsection (b) shall first be reduced by any benefits payable to the amount, if any, paid to EXECUTIVE Executive under any plan of a disability insurance policy provided by the BANK providing disability benefits to EXECUTIVEBank. (c) The BANK Bank will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the BANK Bank for EXECUTIVE Executive prior to his termination for Disability. This coverage and payments shall cease upon the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANKBank, in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKBank; (ii) EXECUTIVEExecutive's full-time employment by another employeremployee; (iii) EXECUTIVE's attaining the age of sixty-five (65); (iv) EXECUTIVEExecutive's death; or or (viv) the expiration of the term of this AgreementExecutive's disability insurance policy as provided by the Bank. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE Executive during any period during which EXECUTIVE Executive is incapable of performing his duties hereunder by reason of temporary disability.

Termination for Disability. (a) If EXECUTIVE during the term of this Agreement Executive shall become disabled unable to perform his duties as defined in the BANK's then current disability plan (oran employee as a result of incapacity, if no such plan is then in effect, if EXECUTIVE is permanently and totally disabled within the meaning of Section 22(e)(3) of the Code as determined by a physician designated by the Board), the BANK may terminate EXECUTIVE's employment for "Disability." (b) Upon EXECUTIVE's which gives rise to termination of employment for Disability, then Executive shall be entitled to receive the BANK will pay EXECUTIVEfollowing: (A) salary and vacation accrued through the Termination Date plus continued salary for a period of three (3) years following the Termination Date, payable in accordance with the Company's regular payroll schedule as disability payin effect from time to time, a bi-weekly payment equal (B) at the Termination Date, 100% of Executive's target bonus for the fiscal year in which the Termination Date occurs (plus any unpaid bonus from the prior fiscal year), (C) following the end of the fiscal year in which the Termination Date occurs and management bonuses have been determined, any bonus that would have been payable to three-quarters Executive under the bonus plan in excess of Executive's target bonus, (3/4D) acceleration in full of EXECUTIVE's bi-weekly rate vesting of Base Salary on all outstanding stock options held by Executive (and in this regard, all options held by Executive shall remain exercisable for ninety (90) days following the effective date Termination Date (or such longer period as may be provided in the applicable option plan or agreement)), (E) continuation of such termination. These disability payments shall commence on the effective date of EXECUTIVE's termination and will end on the earlier of (i) the date EXECUTIVE returns group health benefits pursuant to the full-Company's standard programs as in effect from time employment to time (or continuation by the Company of substantially similar group health benefits as in effect at the BANK in Termination Date, through a third party carrier, at the same capacity Company's election), for Executive, his spouse and any children for so long 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) EXECUTIVE attaining they are under the age of sixty-five 19 (65); or (iv) EXECUTIVE's death; or (v) the expiration of the term of this Agreement. The disability pay shall be reduced by the amount25, if any, paid to EXECUTIVE under any plan of the BANK providing disability benefits to EXECUTIVE. (ca full time student) The BANK will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the BANK for EXECUTIVE prior to his termination for Disability. This coverage and payments shall cease upon the earlier of (i) the date EXECUTIVE returns to the full-until such 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) EXECUTIVE's attaining Executive reaches the age of sixty-five 55, (65); F) all other employee benefits specified in Section 6 until three years following the Termination Date, (ivG) EXECUTIVE's death; or (v) forgiveness by the expiration Company of all outstanding principal and interest due to the Company under indebtedness incurred by Executive to purchase shares of capital stock of the term of this Agreement. Company, and (dH) no other compensation, severance or other benefits. Notwithstanding the foregoing, there will be no reduction however, the Company may deduct from the salary specified in clause (A) hereof the compensation otherwise payable to EXECUTIVE during amount of any period during which EXECUTIVE is incapable of performing his duties hereunder payments then received by reason of temporary disabilityExecutive under any disability benefit program maintained by the Company.

Termination for Disability. (a) If EXECUTIVE Executive shall become disabled as defined in the BANKBank's then current disability plan (or, if no such plan is then in effect, if EXECUTIVE is permanently and totally disabled within with respect to the meaning of Section 22(e)(3) performance of the Code material duties of his regular occupation, as determined by a physician designated by the Board), the BANK Bank may terminate EXECUTIVEExecutive's employment for "Disability." (b) Upon EXECUTIVEExecutive's termination of employment for Disability, the BANK Bank will pay EXECUTIVEExecutive, as disability pay, a bi-weekly payment equal to three-quarters (3/4) of EXECUTIVEExecutive's bi-weekly rate compensation, determined as of Base Salary on the effective date of such termination. For purposes of the preceding sentence of this paragraph, "weekly compensation" shall mean the sum of Executive's Base Salary and bonuses paid or accrued on Executive's behalf during the twelve-month period ending on the last day of the month preceding Executive's termination of employment for Disability divided by fifty-two (52). These disability payments shall commence on the effective date of EXECUTIVEExecutive's termination and will end on the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANK Bank in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKBank; (ii) EXECUTIVEExecutive's full-time employment by another employer; (iii) EXECUTIVE Executive attaining the age of sixty-five (65); or (iv) EXECUTIVEExecutive's death; or (v) the expiration of the term of this Agreement. The disability pay shall be reduced by the amount, if any, paid to EXECUTIVE Executive under any plan of the BANK Bank providing disability benefits to EXECUTIVEExecutive. (c) The BANK Bank will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the BANK Bank for EXECUTIVE Executive prior to his termination for Disability. This coverage and payments shall cease upon the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANKBank, in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKBank; (ii) EXECUTIVEExecutive's full-time employment by another employer; (iii) EXECUTIVEExecutive's attaining the age of sixty-five (65); (iv) EXECUTIVEExecutive's death; or (v) the expiration of the term of this Agreement. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE Executive during any period during which EXECUTIVE Executive is incapable of performing his duties hereunder by reason of temporary disability.

Termination for Disability. In the event that Executive’s employment is terminated during the Employment Period based on a Disability Determination, the Company shall: (ai) If EXECUTIVE shall become disabled pay Executive his Earned Salary (as defined in the BANK's then current disability plan above); (or, if no such plan is then in effect, if EXECUTIVE is permanently and totally disabled within the meaning of Section 22(e)(3ii) of the Code as determined by a physician designated by the Board), the BANK may terminate EXECUTIVE's employment for "Disability." (b) Upon EXECUTIVE's termination of employment for Disability, the BANK will pay EXECUTIVE, as disability pay, a bi-weekly payment Executive an amount equal to three-quarters the annual average of any cash incentive compensation and bonus that Executive received during the immediately preceding two (3/42) fiscal years, prorated based on the number of EXECUTIVE's bi-weekly rate of Base Salary on days during such year that elapsed prior to the effective date of the termination of Executive’s employment (“Prorated Incentive Compensation”); (iii) make, for the benefit of Executive, the matching 401(k) plan contribution that Executive is entitled to receive for the current year, prorated based on the number of days during such termination. These disability payments shall commence on year that elapsed prior to the effective date of EXECUTIVE's the termination and will end on the earlier of Executive’s employment (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) EXECUTIVE attaining the age of sixty-five (65); or (iv) EXECUTIVE's death; or (v) the expiration of the term of this Agreement. The disability pay shall be reduced by the amount, if any, paid to EXECUTIVE under any plan of the BANK providing disability benefits to EXECUTIVE. (c) The BANK will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the BANK for EXECUTIVE prior to his termination for Disability. This coverage and payments 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) EXECUTIVE's attaining the age of sixty-five (65“Accrued Plan Contribution”); (iv) EXECUTIVE's deathsubject to the disability insurance adjustment set forth in Section 3(i) hereof, pay Executive the Base Salary that Executive would have been paid pursuant to Section 3(a) hereof from the effective date of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination; or (v) provide Executive (and upon his death his surviving spouse and minor children, if any) with the same coverage under the Core Plans that Executive (and his surviving spouse and minor children, if any) would have been provided pursuant to Section 3(g) hereof from the effective date of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination (subject to payment of the costs and contributions that such plans provide are the responsibility of the insured employee); and (vi) provide Executive (and his surviving spouse and minor children, if any) with the health insurance continuation benefits set forth in Section 6(g), beginning on the date of the expiration of the term health insurance coverage provided under the Core Plans pursuant to Section 6(b)(v) (subject to the payment of the costs specified therein). Amounts payable under Subsections (ii) and (iv) of this Section 6(b) shall be paid in a single lump sum on the Company’s second regular payroll date after the effective date of termination unless deferral of such payment is required under Section 25 of this Agreement. If deferral is required, Section 25 shall control the timing of such payments. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE during any period during which EXECUTIVE is incapable of performing his duties hereunder by reason of temporary disability.

Termination for Disability. (a) If EXECUTIVE shall become disabled as defined in the BANK's ’s then current disability plan (or, if no such plan is then in effect, if EXECUTIVE is permanently and totally disabled within the meaning of Section 22(e)(3) of the Code as determined by a physician designated by the Board), the BANK may terminate EXECUTIVE's ’s employment for "“Disability."” (b) Upon EXECUTIVE's ’s termination of employment for Disability, the BANK will pay EXECUTIVE, as disability pay, a bi-weekly monthly payment equal to three-quarters (3/4) of EXECUTIVE's bi-weekly rate of ’s monthly Base Salary on the effective date of such termination. These disability payments shall commence on the effective date of EXECUTIVE's ’s termination and will end on 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 ’s full-time employment by another employer; (iii) EXECUTIVE attaining the age of sixty-five (65); or (iv) EXECUTIVE's ’s death; or (v) the expiration of this Agreement unless such Agreement expires in less than one year in which case the term of this AgreementAgreement shall be deemed to expire in one year. The disability pay shall be reduced by the amount, if any, paid to EXECUTIVE under any plan of the BANK providing disability benefits to EXECUTIVE. (c) The BANK will cause to be continued any life, medical, dental and disability coverage in existence at the time of termination for disability substantially identical to the coverage maintained by the BANK for EXECUTIVE prior to his termination for Disability. This The coverage and payments described herein 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 ’s full-time employment by another employer; (iii) EXECUTIVE's ’s attaining the age of sixty-five (65); (iv) EXECUTIVE's ’s death; or (v) the expiration of the term of this Agreement, unless the Agreement expires in less than one year in which case the Agreement shall be deemed to expire in one year. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE during any period during which EXECUTIVE is incapable of performing his duties hereunder by reason of temporary disability.

Termination for Disability. (a) If EXECUTIVE If, as a result of Executive’s incapacity due to physical or mental illness, he shall become disabled as defined in have been absent from his duties with the BANK's then current disability plan Bank on a full-time basis for three (or3) consecutive months, if no such plan and within thirty (30) days after written notice of potential termination is then in effectgiven, if EXECUTIVE is permanently and totally disabled within he shall not have returned to the meaning full-time performance of Section 22(e)(3) of the Code as determined by a physician designated by the Board)his duties, the BANK Bank may terminate EXECUTIVE's Executive’s employment for "“Disability."” (b) Upon EXECUTIVE's termination of employment for Disability, the BANK The Bank will pay EXECUTIVEExecutive, as disability pay, a bi-weekly payment equal to three-quarters (3/4) of EXECUTIVE's 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 Executive’s termination and will end on the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANK Bank in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKBank; (ii) EXECUTIVE's Executive’s full-time employment by another employer; , (iii) EXECUTIVE Executive attaining the age of sixty-five (65); or (iv) EXECUTIVE's Executive’s death; or (v) the expiration of the term of this Agreement. The disability pay shall be reduced by the amount, if any, paid to EXECUTIVE the Executive under any plan of the BANK Bank providing disability benefits to EXECUTIVEthe Executive. (c) The BANK Bank will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the BANK Bank for EXECUTIVE Executive prior to his termination for Disability. This coverage and payments shall cease upon the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANKBank, in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKBank; (ii) EXECUTIVE's Executive’s full-time employment by another employer; (iii) EXECUTIVE's Executive’s attaining the age of sixty-five (65); (iv) EXECUTIVE's the Executive’s death; or (v) the expiration of the term of this Agreement. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE Executive during any period during which EXECUTIVE Executive is incapable of performing his duties hereunder by reason of temporary disability.

Termination for Disability. (a) If EXECUTIVE shall become disabled If, as defined in the BANKa result of Executive's then current disability plan (orpermanent incapacity due to injury or sickness, if no such plan is then in effect, if EXECUTIVE is permanently and totally disabled within the meaning of Section 22(e)(3) of the Code as incapacity being determined by a physician designated doctor selected by the Board)Bank and the Executive, he shall have been absent from his duties with the Bank on a full-time basis for six (6) consecutive months, and within thirty (30) days after written notice of potential termination is given he shall not have returned to the full-time performance of his duties, the BANK Bank may terminate EXECUTIVEExecutive's employment for "Disability." (b) Upon EXECUTIVE's termination of employment for Disability, the BANK The Bank will pay EXECUTIVEExecutive, as disability pay, a bi-weekly payment equal to three-quarters one hundred percent (3/4100%) of EXECUTIVEExecutive's bi-weekly monthly rate of Base Salary on the effective date of such termination. These disability payments shall commence on the effective date of EXECUTIVEExecutive's termination and will end on the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANK Bank in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKBank; (ii) EXECUTIVE's full-time employment by another employer; (iii) EXECUTIVE attaining the age of sixty-five (65); or (iv) EXECUTIVEExecutive's death; or (viii) the expiration of Executive reaching age 65. Notwithstanding any other provisions to the term of contrary, any amounts due under this Agreement. The disability pay subsection (b) shall first be reduced by any benefits payable to the amount, if any, paid to EXECUTIVE Executive under any plan of a disability insurance policy provided by the BANK providing disability benefits to EXECUTIVEBank. (c) The BANK Bank will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the BANK Bank for EXECUTIVE Executive prior to his termination for Disability. This Disability coverage under this subsection (c) and payments shall cease upon the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANKBank, in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKBank; (ii) EXECUTIVE's full-time employment by another employer; (iii) EXECUTIVE's attaining the age of sixty-five (65); (iv) EXECUTIVEExecutive's death; or (viii) the expiration Executive reaching the age of the term of this Agreement65. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE Executive during any period during which EXECUTIVE Executive is incapable of performing his duties hereunder by reason of temporary disability.

Termination for Disability. (a) The Corporation will have the right to terminate Employee’s employment hereunder at any time upon the Disability of Employee during the Employment Period. If EXECUTIVE shall become disabled as defined in the BANK's then current disability plan (or, if no such plan Employee’s employment is then in effect, if EXECUTIVE is permanently and totally disabled within the meaning terminated because of Section 22(e)(3) of the Code as determined by a physician designated by the Board), the BANK may terminate EXECUTIVE's employment for "Disability." (b) Upon EXECUTIVE's termination of employment for Employee’s Disability, the BANK Corporation will pay EXECUTIVE, as disability pay, a bi-weekly payment to Employee an amount equal to three-quarters (3/4) of EXECUTIVE's bi-weekly rate of Base Employee’s Salary in effect on the effective date Termination Date for the Severance Period; provided, however, that such payment of Salary will be reduced by the amount of any disability benefits paid to Employee pursuant to any disability insurance, plan or policy then in effect by the Corporation applicable to Employee. Such Salary will be paid to Employee as and at such terminationtimes as Employee would have otherwise received his Salary had he remained an employee of the Corporation. These disability payments shall commence on In addition, the effective date of EXECUTIVE's termination and Corporation will end on pay to Employee the earlier sum of (i) the date EXECUTIVE returns accrued but unpaid Salary prior to the full-time employment of the BANK in the same capacity as he was employed Employee’s Disability, (ii) all expenses incurred by Employee prior to his termination due to Disability for Disability and which Employee is entitled to reimbursement pursuant to an employment agreement between EXECUTIVE and in accordance with Section 2.5(c) and (iii) a pro-rata portion of the BANK; Bonus for the year in which Employee’s termination due to Disability occurs, to the extent earned (such amount to be calculated by determining the amount of the Bonus earned as of the end of the year in which the Employee’s termination due to Disability occurs and pro-rating such amount by the portion of such year Employee was employed by the Corporation), plus, if Employee’s termination due to Disability occurs after year-end but before the Bonus for the preceding year is paid, the Bonus for the preceding year. The payments described in clauses (i) and (ii) EXECUTIVE's full-time employment by another employer; (iii) EXECUTIVE attaining in the age of sixty-five (65); or (iv) EXECUTIVE's death; or (v) preceding sentence will be made within 45 calendar days following the expiration date of the term of this AgreementEmployee’s termination due to Disability. The disability pay shall Any Bonus will be reduced by the amount, if any, paid to EXECUTIVE under any plan as and at such times as Employee would have otherwise received his Bonus had he remained an employee of the BANK providing disability benefits to EXECUTIVE. (c) The BANK will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the BANK for EXECUTIVE prior to his termination for DisabilityCorporation. This coverage and payments shall cease Agreement in all other respects will terminate upon the earlier of (i) the date EXECUTIVE returns to the full-time employment termination of the BANKEmployee’s employment due to Disability, except as otherwise provided 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) EXECUTIVE's attaining the age of sixty-five (65); (iv) EXECUTIVE's death; or (v) the expiration of the term of this Agreement. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE during any period during which EXECUTIVE is incapable of performing his duties hereunder by reason of temporary disability.

Termination for Disability. In the event that Executive’s employment is terminated during the Employment Period based on a Disability Determination, the Bank shall: (ai) If EXECUTIVE shall become disabled pay Executive his Earned Salary (as defined in the BANK's then current disability plan above); (or, if no such plan is then in effect, if EXECUTIVE is permanently and totally disabled within the meaning of Section 22(e)(3ii) of the Code as determined by a physician designated by the Board), the BANK may terminate EXECUTIVE's employment for "Disability." (b) Upon EXECUTIVE's termination of employment for Disability, the BANK will pay EXECUTIVE, as disability pay, a bi-weekly payment Executive an amount equal to three-quarters the annual average of any cash incentive compensation and bonus that Executive received during the immediately preceding two (3/42) fiscal years, prorated based on the number of EXECUTIVE's bi-weekly rate of Base Salary on days during such year that elapsed prior to the effective date of the termination of Executive’s employment (“Prorated Incentive Compensation”); (iii) make, for the benefit of Executive, the matching 401(k) plan contribution that Executive is entitled to receive for the current year, prorated based on the number of days during such termination. These disability payments shall commence on year that elapsed prior to the effective date of EXECUTIVE's the termination and will end on the earlier of Executive’s employment (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) EXECUTIVE attaining the age of sixty-five (65); or (iv) EXECUTIVE's death; or (v) the expiration of the term of this Agreement. The disability pay shall be reduced by the amount, if any, paid to EXECUTIVE under any plan of the BANK providing disability benefits to EXECUTIVE. (c) The BANK will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the BANK for EXECUTIVE prior to his termination for Disability. This coverage and payments 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) EXECUTIVE's attaining the age of sixty-five (65“Accrued Plan Contribution”); (iv) EXECUTIVE's deathsubject to the disability insurance adjustment set forth in Section 3(i) hereof, pay Executive the Base Salary that Executive would have been paid pursuant to Section 3(a) hereof from the effective date of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination; or (v) provide Executive (and upon his death his surviving spouse and minor children, if any) with the same coverage under the Core Plans that Executive (and his surviving spouse and minor children, if any) would have been provided pursuant to Section 3(g) hereof from the effective date of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination (subject to payment of the costs and contributions that such plans provide are the responsibility of the insured employee); and (vi) provide Executive (and his surviving spouse and minor children, if any) with the health insurance continuation benefits set forth in Section 6(i), beginning on the date of the expiration of the term health insurance coverage provided under the Core Plans pursuant to Section 6(b)(v) (subject to the payment of the costs specified therein). Amounts payable under Subsections (ii) and (iv) of this Section 6(b) shall be paid in a single lump sum on the Bank’s second regular payroll date after the effective date of termination unless deferral of such payment is required under Section 24 of this Agreement. If deferral is required, Section 24 shall control the timing of such payments. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE during any period during which EXECUTIVE is incapable of performing his duties hereunder by reason of temporary disability.

Termination for Disability. (a) If EXECUTIVE If, as a result of Executive's incapacity due to physical or mental illness, he shall become disabled as defined in have been absent from his duties with the BANK's then current disability plan Association on a full-time basis for twelve (or12) consecutive months, if no such plan and within thirty (30) days after written notice of potential termination is then in effect, if EXECUTIVE is permanently and totally disabled within given he shall not have returned to the meaning full-time performance of Section 22(e)(3) of the Code as determined by a physician designated by the Board)his duties, the BANK Association or the Holding Company may terminate EXECUTIVEExecutive's employment for "Disability." (b) Upon EXECUTIVE's termination of employment for Disability, the BANK The Association will pay EXECUTIVEExecutive, as disability pay, a bi-weekly payment equal to threeseventy-quarters five percent (3/475%) of EXECUTIVEExecutive's bi-weekly rate of Base Salary on the effective date of such termination. These disability payments shall commence on the effective date of EXECUTIVEExecutive's termination and will end on the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANK Association in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKAssociation; (ii) EXECUTIVEExecutive's full-time employment by another employer; (iii) EXECUTIVE Executive attaining the normal age of sixty-five (65)retirement or receiving benefits under the Association's Defined Benefit Plan; or (iv) EXECUTIVEExecutive's death; or (v) Executive's eligibility to collect payments under the expiration disability provision of the term of this AgreementDefined Benefit Plan. The disability pay benefits provided for by this paragraph shall be reduced in addition to any payments made to Executive under the terms of any disability income insurance for Executive provided by the amount, if any, paid to EXECUTIVE under any plan of the BANK providing disability benefits to EXECUTIVEAssociation. (c) The BANK Association will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the BANK Association for EXECUTIVE Executive prior to his termination for Disability. This coverage and payments shall cease upon the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANKAssociation, in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKAssociation; (ii) EXECUTIVEExecutive's full-time employment by another employer; (iii) EXECUTIVEExecutive's attaining the normal age of sixty-five (65)retirement or receiving benefits under the Association's Defined Benefit Plan; (iv) EXECUTIVEthe Executive's death; or (v) the expiration Executive's eligibility to collect payments under the disability provision of the term of this AgreementDefined Benefit Plan. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE Executive during any period during which EXECUTIVE Executive is incapable of performing his duties hereunder by reason of temporary disability.

Termination for Disability. In the event that Executive’s employment is terminated during the Employment Period based on a Disability Determination, the Bank shall: (ai) If EXECUTIVE shall become disabled pay Executive his Earned Salary (as defined in the BANK's then current disability plan above); (or, if no such plan is then in effect, if EXECUTIVE is permanently and totally disabled within the meaning of Section 22(e)(3ii) of the Code as determined by a physician designated by the Board), the BANK may terminate EXECUTIVE's employment for "Disability." (b) Upon EXECUTIVE's termination of employment for Disability, the BANK will pay EXECUTIVE, as disability pay, a bi-weekly payment Executive an amount equal to three-quarters the annual average of any cash incentive compensation and bonus that Executive received during the immediately preceding two (3/42) fiscal years, prorated based on the number of EXECUTIVE's bi-weekly rate of Base Salary on days during such year that elapsed prior to the effective date of the termination of Executive’s employment (“Prorated Incentive Compensation”); (iii) make, for the benefit of Executive, the matching 401(k) plan contribution that Executive is entitled to receive for the current year, prorated based on the number of days during such termination. These disability payments shall commence on year that elapsed prior to the effective date of EXECUTIVE's the termination and will end on the earlier of Executive’s employment (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) EXECUTIVE attaining the age of sixty-five (65); or (iv) EXECUTIVE's death; or (v) the expiration of the term of this Agreement. The disability pay shall be reduced by the amount, if any, paid to EXECUTIVE under any plan of the BANK providing disability benefits to EXECUTIVE. (c) The BANK will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the BANK for EXECUTIVE prior to his termination for Disability. This coverage and payments 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) EXECUTIVE's attaining the age of sixty-five (65“Accrued Plan Contribution”); (iv) EXECUTIVE's deathsubject to the disability insurance adjustment set forth in Section 3(i) hereof, pay Executive the Base Salary that Executive would have been paid pursuant to Section 3(a) hereof from the effective date of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination; or (v) provide Executive ( and upon his death his surviving spouse and minor children, if any) with the same coverage under the Core Plans that Executive (and his surviving spouse and minor children, if any) would have been provided pursuant to Section 3(g) hereof from the effective date of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination (subject to payment of the costs and contributions that such plans provide are the responsibility of the insured employee); and (vi) provide Executive (and his surviving spouse and minor children, if any) with the health insurance continuation benefits set forth in Section 6(i), beginning on the date of the expiration of the term health insurance coverage provided under the Core Plans pursuant to Section 6(b)(v) (subject to the payment of the costs specified therein). Amounts payable under Subsections (ii) and (iv) of this Section 6(b) shall be paid in a single lump sum on the Bank’s second regular payroll date after the effective date of termination unless deferral of such payment is required under Section 24 of this Agreement. If deferral is required, Section 24 shall control the timing of such payments. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE during any period during which EXECUTIVE is incapable of performing his duties hereunder by reason of temporary disability.

Termination for Disability. (a) If EXECUTIVE If, as a result of Executive's incapacity due to physical or mental illness, he shall become disabled as defined in have been absent from his duties with the BANK's then current disability plan Bank on a full-time basis for twelve (or12) consecutive months, if no such plan and within thirty (30) days after written notice of potential termination is then in effect, if EXECUTIVE is permanently and totally disabled within given he shall not have returned to the meaning full-time performance of Section 22(e)(3) of the Code as determined by a physician designated by the Board)his duties, the BANK Bank or the Holding Company may terminate EXECUTIVEExecutive's employment for "Disability"." (b) Upon EXECUTIVE's termination of employment for Disability, the BANK The Bank will pay EXECUTIVEExecutive, as disability pay, a bi-weekly biweekly payment equal to three-quarters (3/4) of EXECUTIVEExecutive's bi-weekly biweekly rate of Base Salary on the effective date of such termination. These disability payments shall commence on the effective date of EXECUTIVEExecutive's termination and will end on the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANK Bank in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKBank; (ii) EXECUTIVEExecutive's full-time employment by another employer; (iii) EXECUTIVE Executive attaining the normal age of sixty-five (65)retirement or receiving benefits under the Bank's Defined Benefit Plan; or (iv) EXECUTIVEExecutive's death; or (v) Executive's eligibility to collect payments under the expiration disability provision of the term of this AgreementDefined Benefit Plan. The Notwithstanding any other provision to the contrary, the Bank may apply any proceeds from disability pay shall be reduced income insurance for Executive which was paid for by the amount, if any, paid to EXECUTIVE Bank as partial satisfaction of its obligation under any plan of the BANK providing disability benefits to EXECUTIVEthis Section. (c) The BANK Bank will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the BANK Bank for EXECUTIVE Executive prior to his termination for Disability. This coverage and payments shall cease upon the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANKBank, in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKBank; (ii) EXECUTIVEExecutive's full-time employment by another employer; (iii) EXECUTIVEExecutive's attaining the normal age of sixty-five (65)retirement or receiving benefits under the Bank's Defined Benefit Plan; (iv) EXECUTIVEthe Executive's death; or (v) the expiration Executive's eligibility to collect payments under the disability provision of the term of this AgreementDefined Benefit Plan. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE Executive during any period during which EXECUTIVE Executive is incapable of performing his duties hereunder by reason of temporary disability.

Termination for Disability. (a) If EXECUTIVE shall become disabled If, as defined in the BANKa result of Executive's then current disability plan (orincapacity due to physical or mental illness, if no such plan is then in effect, if EXECUTIVE is permanently and totally disabled within the meaning of Section 22(e)(3) of the Code as incapacity being determined by a physician designated doctor selected by CFS Bank, he shall have been absent from his duties with CFS Bank on a full-time basis for six (6) consecutive months, and within thirty (30) days after written notice of potential termination is given, he shall not have returned to the Board)full-time performance of his duties, the BANK CFS Bank may terminate EXECUTIVEExecutive's employment for "Disability." (b) Upon EXECUTIVE's termination of employment for Disability, the BANK CFS Bank will pay EXECUTIVEExecutive, as disability pay, a bi-weekly payment equal to three-quarters seventy five percent (3/475%) of EXECUTIVEExecutive's bi-weekly rate of Base Salary on the effective date of such termination. These disability payments shall commence on the effective date of EXECUTIVEExecutive's termination and will end on the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANK CFS Bank in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKCFS Bank; (ii) EXECUTIVEExecutive's full-time employment by another employer; (iii) EXECUTIVE Executive attaining the normal age of sixty-five (65)retirement or receiving benefits under CFS Bank's Defined Benefit Plan; or (iv) EXECUTIVEExecutive's death; or (v) the expiration of the term of this Agreement. The Notwithstanding any other provision to the contrary, CFS Bank may apply any proceeds from disability pay shall be reduced income insurance for Executive which was paid for by CFS Bank or the amount, if any, paid to EXECUTIVE Holding Company as partial satisfaction of its obligations under any plan of the BANK providing disability benefits to EXECUTIVEthis Section. (c) The BANK CFS Bank will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the BANK CFS Bank for EXECUTIVE Executive prior to his termination for Disability. This coverage and payments shall cease upon the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANKCFS Bank, in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKCFS Bank; (ii) EXECUTIVEExecutive's full-time employment by another employer; (iii) EXECUTIVEExecutive's attaining the normal age of sixty-five (65)retirement or receiving benefits under CFS Bank's Defined Benefit Plan; (iv) EXECUTIVEthe Executive's death; or (v) the expiration of the term time of this Agreement. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE Executive during any period during which EXECUTIVE Executive is incapable of performing his duties hereunder by reason of temporary disability.

Termination for Disability. (a) If EXECUTIVE shall become disabled If, as defined in the BANKa result of Executive's then current disability plan (orincapacity due to physical or mental illness, if no such plan is then in effect, if EXECUTIVE is permanently and totally disabled within the meaning of Section 22(e)(3) of the Code as incapacity being determined by a physician designated doctor selected by the Board)Holding Company, she shall have been absent from her duties with the Holding Company on a full-time basis for six (6) consecutive months, and within thirty (30) days after written notice of potential termination is given she shall not have returned to the full-time performance of her duties, the BANK Holding Company may terminate EXECUTIVEExecutive's employment for "Disability." (b) Upon EXECUTIVE's termination of employment for Disability, the BANK The Holding Company will pay EXECUTIVEExecutive, as disability pay, a bi-weekly payment equal to three-quarters one hundred percent (3/4100%) of EXECUTIVEExecutive's bi-weekly rate of Base Salary on the effective date of such termination. These disability payments shall commence on the effective date of EXECUTIVEExecutive's termination and will end on the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANK Holding Company in the same capacity as he she was employed prior to his termination her Termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKHolding Company; (ii) EXECUTIVEExecutive's full-time employment by another employer; (iii) EXECUTIVE Executive attaining the normal age of sixty-five (65)retirement or receiving benefits under any Defined Benefit Plan of the Bank or Holding Company; or (iv) EXECUTIVEExecutive's death; or (v) the expiration of the term of this Agreement. The Notwithstanding any other provisions to the contrary, the Holding Company may apply any proceeds from disability pay shall be reduced income insurance for Executive which was paid for by the amount, if any, paid to EXECUTIVE Bank or Holding Company as partial satisfaction of its obligations under any plan of the BANK providing disability benefits to EXECUTIVEthis Section. (c) The BANK Holding Company will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the BANK Holding Company for EXECUTIVE Executive and her dependants prior to his termination Termination for Disability. This coverage and payments shall cease upon the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANKHolding Company, in the same capacity as he she was employed prior to his termination Termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKHolding Company; (ii) EXECUTIVEExecutive's full-time employment by another employer; (iii) EXECUTIVEExecutive's attaining the normal age of sixty-five (65)retirement or receiving benefits under any Defined Benefit Plan of the Bank or Holding Company; (iv) EXECUTIVEthe Executive's death; or (v) the expiration of the term of this Agreement. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE Executive during any period during which EXECUTIVE Executive is incapable of performing his her duties hereunder by reason of temporary disability.

Termination for Disability. (a) If EXECUTIVE shall become disabled as defined in the BANK's then current disability plan (or, if no such plan is then in effect, if EXECUTIVE is permanently Executive becomes Totally and totally disabled within the meaning of Section 22(e)(3) of the Code as determined by a physician designated by the Board), the BANK may terminate EXECUTIVE's employment for "Disability." (b) Upon EXECUTIVE's termination of employment for Disability, the BANK will pay EXECUTIVE, as disability pay, a bi-weekly payment equal to three-quarters (3/4) 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 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) EXECUTIVE attaining the age of sixty-five (65); or (iv) EXECUTIVE's death; or (v) the expiration of Permanently Disabled during the term of this Agreement, Executive's employment may be terminated by the Employer at any time during the continuance of such disability. The disability pay Executive is Totally and Permanently Disabled if he is unable to perform each of the material duties of his employment under this Agreement, by reason of any disability, illness, accident or condition, for a period of more than six consecutive months during any twelve-month period, which is expected to continue for more than one year as certified by a medical doctor of Executive's own choosing and concurred in by a doctor of Employer's choosing. Upon termination as described in this Section 2.3, Executive shall be reduced by entitled to receive (a) an amount equal to one hundred percent (100%) of Executive's annual base salary at the amountdate of termination, if any(b) Executive's theretofore unpaid base salary and incentive compensation for the period of employment, paid prorated to EXECUTIVE under any plan the end of the BANK providing disability benefits to EXECUTIVE. calendar month in which such termination occurs, and (c) The BANK will cause compensation for accrued but unused vacation time. In addition, at Employer's cost, employer shall continue to be continued lifeprovide Executive with the following benefits, consistent with the terms and conditions set forth in Section 1.5 hereof: (i) life insurance and medical, dental and disability coverage substantially identical optical insurance, to the coverage maintained by the BANK for EXECUTIVE prior to his termination for Disability. This coverage and payments shall cease upon the earlier of (i) the date EXECUTIVE returns to the full-time employment of the BANK, in extent the same capacity as he was employed prior to his termination for Disability can be provided under the arrangements in effect at the time of termination, and pursuant to an employment agreement between EXECUTIVE and the BANK; (ii) EXECUTIVEany other benefits to which the Executive is entitled by law or the specific terms of Employer's full-policies in effect at the time employment of his termination of employment. Benefits will be continued pursuant to this Section 2.3 for a period of twelve (12) months from the date of termination of employment, unless Executive becomes employed by another employer; company and becomes eligible for employment benefits substantially similar to those which would otherwise be provided under this Section. Notwithstanding the foregoing, Executive and his spouse and dependent children shall continue to be entitled, at the expense of Employer, to further medical coverage to the extent required by COBRA which shall, in this case, be deemed to be for a period of twenty-nine (iii29) EXECUTIVE's attaining the age of sixty-five (65); (iv) EXECUTIVE's death; or (v) months commencing upon the expiration of the term twelve month period set forth in the preceding sentence. If Executive is age 65 or older at the time of this Agreement. (d) Notwithstanding total and permanent disability hereunder, the Executive and his spouse shall also be entitled to medical coverage benefits as if he had retired at age 65 under Section 2.2. In addition to the foregoing, there Employer and Executive intend that Executive will receive benefits upon his termination of employment pursuant to this Section 2.3 (or upon his termination of employment pursuant to an election by Employer under Section 1.1, if Executive becomes unable to perform each of the material duties of his employment under this Agreement prior to such termination of employment, and Executive thereafter, as a result of the same condition, becomes Totally and Permanently Disabled) comparable in amount and duration to those Executive would receive under Employer's current short-term and long-term disability plans if the maximum benefit limitation and eligibility periods did not apply (such benefits referred to hereafter as "Full Disability Benefits"). Employer shall use its best efforts to obtain and maintain insurance coverage to provide for the Full Disability Benefits, which insurance coverage may include insured benefits under the Employer's short-term and long-term disability plans for executives (all such insurance referred to hereafter as "Disability Insurance"). To the extent that the payments to Executive under the Disability Insurance are less than the payments due under the Full Disability Benefits, Employer shall be no reduction obligated to provide the amount of such deficiency out of its general funds. Such deficiency shall be paid by Employer to Executive in the compensation otherwise payable form of a monthly supplement to EXECUTIVE during any period during which EXECUTIVE is incapable of performing his duties hereunder by reason of temporary disabilityDisability Insurance payments.

Termination for Disability. (a) If EXECUTIVE If, as a result of Executive’s incapacity due to physical or mental illness, he shall become disabled as defined in have been absent from his duties with the BANK's then current disability plan Company on a full-time basis for three (or3) consecutive months, if no such plan and within thirty (30) days after written notice of potential termination is then in effectgiven, if EXECUTIVE is permanently and totally disabled within he shall not have returned to the meaning full-time performance of Section 22(e)(3) of the Code as determined by a physician designated by the Board)his duties, the BANK Company may terminate EXECUTIVE's Executive’s employment for "“Disability."” (b) Upon EXECUTIVE's termination of employment for Disability, the BANK The Company will pay EXECUTIVEExecutive, as disability pay, a bi-weekly payment equal to three-quarters (3/4) of EXECUTIVE's 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 Executive’s termination and will end on the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANK Company in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKCompany; (ii) EXECUTIVE's Executive’s full-time employment by another employer; , (iii) EXECUTIVE Executive attaining the age of sixty-five (65); or (iv) EXECUTIVE's Executive’s death; or (v) the expiration of the term of this Agreement. The disability pay shall be reduced by the amount, if any, paid to EXECUTIVE the Executive under any plan of the BANK Company providing disability benefits to EXECUTIVEthe Executive. (c) The BANK Company will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the BANK Company for EXECUTIVE Executive prior to his termination for Disability. This coverage and payments shall cease upon the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANKCompany, in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKCompany; (ii) EXECUTIVE's Executive’s full-time employment by another employer; (iii) EXECUTIVE's Executive’s attaining the age of sixty-five (65); (iv) EXECUTIVE's the Executive’s death; or (v) the expiration of the term of this Agreement. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE Executive during any period during which EXECUTIVE Executive is incapable of performing his duties hereunder by reason of temporary disability.

Termination for Disability. (a) If EXECUTIVE shall become disabled as defined in In the BANKevent Executive's then current disability plan (or, if no such plan employment is then in effect, if EXECUTIVE is permanently and totally disabled within the meaning of Section 22(e)(3) terminated by action of the Code as determined by a physician designated by Company Board during the Board), the BANK may terminate EXECUTIVEEmployment Term because of Executive's employment for "Disability." (b) Upon EXECUTIVE's termination of employment for Disability, the BANK Company will pay EXECUTIVEto Executive the sum of (A) accrued but unpaid Salary at the date of Executive's Disability, (B) all unreimbursed expenses incurred in accordance with this Agreement prior to such termination, (C) bonus as described in Section 1.3 that is accrued but unpaid prior to Executive's Disability and (D) an amount of disability pay, a bi-weekly payment insurance benefit provided to Executive by the Company equal to three-quarters three (3/43) times Executives then current Salary. Any such insurance benefit payment will be made within ten days of EXECUTIVE's bi-weekly rate the insurance payment date under the applicable policies of Base Salary on insurance and the effective amounts contemplated by clauses (A) and (B) will be paid within 45 days following the date of such termination. These disability payments shall commence on the effective date of EXECUTIVEExecutive's termination and will end on 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 the amount contemplated by clause (C) will be paid within ten calendar days after the Company has made a reasonably prompt determination of Precision's financial performance up to an employment agreement between EXECUTIVE and the BANK; (ii) EXECUTIVE's full-time employment by another employer; (iii) EXECUTIVE attaining the age of sixty-five (65); or (iv) EXECUTIVE's death; or (v) the expiration of the term of this Agreement. The disability pay shall be reduced by the amount, if any, paid to EXECUTIVE under any plan of the BANK providing disability benefits to EXECUTIVE. (c) The BANK will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the BANK for EXECUTIVE prior to his termination for such Disability. This coverage and payments shall cease upon the earlier of (i) the date EXECUTIVE returns to the full-time employment of the BANKAdditionally, in the same capacity as he was employed event of Executive's Disability the Company will provide to Executive such benefits described in Section 1.6(a) that have accrued prior to his termination for the Termination Date and which are subject to continuance after the Termination Date in accordance with the terms of such benefits. Other than (x) as set forth in Section 1.5 or otherwise in the LLC Agreement, (y) with respect to any obligations of the Company to indemnify Executive or to cause PPHC or LLC or any Affiliate to indemnify Executive or (z) as set forth in Section 1.8(e), and, except as provided in this subparagraph (v), this Agreement in all other respects will terminate upon the Disability and pursuant to an employment agreement between EXECUTIVE of Executive and the BANK; (iipayments to be made in accordance with this Section 1.8(a)(v) EXECUTIVE's full-time employment by another employer; (iii) EXECUTIVE's attaining the age of sixty-five (65); (iv) EXECUTIVE's death; or (v) the expiration will constitute exclusive liquidated damages payable as a result of the term termination of this Agreement. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE during any period during which EXECUTIVE is incapable of performing his duties hereunder Executive's employment by reason of temporary disabilityDisability. The Company acknowledges that the Americans and Disability Act ("ADA") provides certain protections to individuals with disabilities and nothing in this Section 1.8(a)(v) should be interpreted to permit conduct that violates the ADA.

Termination for Disability. In the event that Executive’s employment is terminated during the Employment Period based on a Disability Determination, the Company and any successor to the Company and/or the Bank shall: (a1) If EXECUTIVE shall become disabled pay Executive his Earned Salary (as defined in the BANK's then current disability plan (or, if no such plan is then in effect, if EXECUTIVE is permanently and totally disabled within the meaning of Section 22(e)(3) of the Code as determined by a physician designated by the Boardabove), the BANK may terminate EXECUTIVE's employment for "Disability."; (b2) Upon EXECUTIVE's termination of employment for Disability, the BANK will pay EXECUTIVE, as disability pay, a bi-weekly payment Executive an amount equal to three-quarters the annual average of any cash incentive compensation and bonus that Executive received during the immediately preceding two (3/42) fiscal years, prorated based on the number of EXECUTIVE's bi-weekly rate of Base Salary on days during such year that elapsed prior to the effective date of the termination of Executive’s employment (“Prorated Incentive Compensation”); (3) make, for the benefit of Executive, the matching 401(k) plan contribution that Executive is entitled to receive for the current year, prorated based on the number of days during such termination. These disability payments shall commence on year that elapsed prior to the effective date of EXECUTIVE's the termination of Executive’s employment (“Accrued Plan Contribution”); (4) subject to the disability insurance adjustment set forth in Section 3(h)(4) of this Agreement, pay Executive the Base Salary that Executive would have been paid pursuant to Section 3(a) hereof from the effective date of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination; (5) provide Executive (and will end upon his death his surviving spouse and minor children, if any) with the same coverage under the Core Plans that Executive (and his surviving spouse and minor children, if any) would have been provided pursuant to Section 3(g) hereof from the effective date of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination (subject to payment of the costs and contributions that such plans provide are the responsibility of the insured employee); and (6) provide Executive (and his surviving spouse and minor children, if any) with the health insurance continuation benefits set forth in Section 6(g), beginning on the earlier date 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) EXECUTIVE attaining the age of sixty-five (65); or (iv) EXECUTIVE's death; or (v) the expiration of the term health insurance coverage provided under the Core Plans pursuant to Section 6(b)(5), subject to the payment of the costs that are the responsibility of the Executive pursuant to the applicable health insurance plan or this Agreement). Amounts payable under Section 6(b)(2), Section 6(b)(4) and Section 6(b)(6) of this Agreement. The disability pay Agreement shall be reduced by the amount, if any, paid to EXECUTIVE under any plan of the BANK providing disability benefits to EXECUTIVE. (cas provided in Section 6(i) The BANK will cause and as may be required to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the BANK for EXECUTIVE prior to his termination for Disability. This coverage and payments 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 deferred pursuant to an employment agreement between EXECUTIVE and the BANK; (ii) EXECUTIVE's full-time employment by another employer; (iii) EXECUTIVE's attaining the age of sixty-five (65); (iv) EXECUTIVE's death; or (v) the expiration of the term of this AgreementSection 24. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE during any period during which EXECUTIVE is incapable of performing his duties hereunder by reason of temporary disability.

Termination for Disability. (a) If EXECUTIVE If, as a result of Executive's incapacity due to physical or mental illness, he shall become disabled as defined in have been absent from his duties with the BANK's then current disability plan Holding Company on a full-time basis for twelve (or12) consecutive months, if no such plan and within thirty (30) days after written Notice of Termination is then in effect, if EXECUTIVE is permanently and totally disabled within given he shall not have returned to the meaning full-time performance of Section 22(e)(3) of the Code as determined by a physician designated by the Board)his duties, the BANK Holding Company may terminate EXECUTIVEExecutive's employment for "Disability." (b) Upon EXECUTIVEDuring the first twelve (12) months of the Executive's termination of employment for Disabilitydisability referred to above, the BANK Executive will pay EXECUTIVEreceive, as disability pay, a bi-weekly monthly payment equal to three-quarters (3/4) of EXECUTIVEthe Executive's bi-weekly monthly rate of Base Salary on the effective date of such termination. Thereafter, such payments will equal 3/4 of the Executive's monthly rate of Base Salary. These disability payments shall commence on the effective date of EXECUTIVEExecutive's termination and will end on the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANK Holding Company in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKHolding Company; (ii) EXECUTIVEExecutive's full-time employment by another employeremployer at an annual salary equal to or greater than the Base Salary in effect at the date of Disability; (iii) EXECUTIVE Executive attaining the normal age of sixty-five (65)retirement; or (iv) EXECUTIVEExecutive's death; or (v) . Notwithstanding any other provision to the expiration of contrary, the term of this Agreement. The Bank may apply any proceeds from disability pay shall be reduced income insurance for Executive which was paid for by the amount, if any, paid to EXECUTIVE Bank or Holding Company as partial or complete satisfaction of its obligation under any plan of the BANK providing disability benefits to EXECUTIVEthis section. (c) The BANK Holding Company will cause to be continued life, medical, dental health and disability coverage substantially identical to the coverage maintained by the BANK Holding Company for EXECUTIVE Executive prior to his termination for Disability. This coverage and payments shall cease upon the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANKHolding Company, in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKHolding Company; (ii) EXECUTIVEExecutive's full-time employment by another employer, if the Executive is provided, or had available to him, coverage substantially equal to or better than that provided by the Bank or the Company; (iii) EXECUTIVEExecutive's attaining the normal age of sixty-five (65); retirement, or (iv) EXECUTIVEthe Executive's death; or (v) the expiration of the term of this Agreement. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE Executive during any period during which EXECUTIVE Executive is incapable of performing his duties hereunder by reason of temporary disability.

Termination for Disability. (a) If EXECUTIVE shall become disabled as defined the Executive (i) is unable to engage in the BANK's then current disability any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan (or, if no such plan is then in effect, if EXECUTIVE is permanently and totally disabled within the meaning of Section 22(e)(3) covering employees of the Code as determined by a physician designated by the Board)Bank, the BANK Bank may terminate EXECUTIVE's Executive’s employment for "“Disability."” (b) Upon EXECUTIVE's termination of employment for Disability, the BANK The Bank will pay EXECUTIVEExecutive, as disability pay, a bi-weekly payment equal to three-quarters (3/4) 75% of EXECUTIVEthe 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 EXECUTIVEExecutive's termination and will end on the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANK Bank in the same capacity as he she was employed prior to his her termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKBank; (ii) EXECUTIVEExecutive's full-time employment by another employer; (iii) EXECUTIVE Executive attaining the a Retirement age of sixty-five (65)age 65 as identified in Section 6; or (iv) EXECUTIVEExecutive's death; or (v) the expiration of the term of this Agreement. The disability pay shall be reduced by the amount, if any, paid to EXECUTIVE the Executive under any plan of the BANK Bank or the Company providing disability benefits to EXECUTIVEthe Executive. (c) The BANK Bank will cause to be continued life, medical, and dental and disability coverage substantially identical comparable, as reasonable or customarily available, to the coverage maintained by the BANK Bank for EXECUTIVE Executive prior to his her termination for Disability, except to the extent such coverage may be changed in its application to all Bank employees. This coverage and payments shall cease upon the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANK, Bank in the same capacity as he she was employed prior to his her termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKBank; (ii) EXECUTIVEExecutive's full-time employment by another employer; (iii) EXECUTIVE's Executive attaining the Retirement age of sixty-five (65)as identified in Section 6; or (iv) EXECUTIVEExecutive's death; or (v) the expiration of the term of this Agreement. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE Executive during any period during which EXECUTIVE Executive is incapable of performing his her duties hereunder by reason of temporary disability.

Termination for Disability. Subject to the definitions and requirements of Section 2 (a“Disability”), after six (6) If EXECUTIVE consecutive months of such disability leave of absence (“Disability Leave”), Executive’s service may be terminated by Company. In the event Executive is terminated from employment due to Disability, the Company shall: (i) continue to pay Executive his Base Salary through the end of the Term in accordance with the Company’s standard payroll practices and policies and subject to such withholdings as required by law; provided that if such payment exceeds the applicable dollar amount in effect under Code Section 402(g)(1)(B) for the year in which such termination occurs, then the payment in excess of such applicable dollar amount shall become disabled be paid following six (6) months after the Executive’s Termination; (ii) make such payments and provide such benefits as defined otherwise called for under the terms of each other employee benefit plan, program and policy in which Executive was a participant; and (iii) in the BANK's event the Executive has any options or restricted shares (but excluding “performance shares” which shall be governed by the terms set forth in the grant as to such shares) which are not vested on the date of termination for Disability, then current disability plan pay to the Executive (ori) as to any unvested options, the net value of the excess, if no any, of the closing price of the Company’s shares on the NASDAQ for the day on which the termination due to Disability occurs and the exercise price of such plan is then in effectunvested options multiplied by the number of shares subject to options which failed to vest; and (ii) as to any unvested restricted shares, the value of the closing price of the Company’s shares on the NASDAQ for the day on which the termination due to Disability occurred multiplied by the number of restricted shares, if EXECUTIVE is permanently and totally disabled within the meaning of Section 22(e)(3) of the Code as determined by a physician designated by the Board)any, the BANK may terminate EXECUTIVE's employment for "Disability." (b) Upon EXECUTIVE's which failed to vest due to such termination of employment for Disability, . The Company shall pay these amounts to Executive in a single lump sum payment to be paid concurrently with the BANK will pay EXECUTIVE, as disability pay, a bi-weekly last payment equal to three-quarters (3/4) of EXECUTIVE's bi-weekly rate of Base Salary on payable to Executive in accordance with Section 5(b)(i), above. Notwithstanding the effective date Executive’s Disability, during the period of Disability Leave, Executive shall be paid in full (net of insurance) as if he or she were actively performing services. Executive agrees to simultaneously utilize available leave under the Family and Medical Leave Act of 1993 during such disability leave of absence. During the period of such terminationDisability leave of absence, the Board of Directors may designate someone to perform Executive’s duties. These disability payments Executive shall commence on have the effective date of EXECUTIVE's termination and will end on the earlier of (i) the date EXECUTIVE returns right to the return to full-time employment of the BANK in the same capacity service so long as he was employed prior is able to resume and faithfully perform 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) EXECUTIVE attaining the age of sixty-five (65); or (iv) EXECUTIVE's death; or (v) the expiration of the term of this Agreement. The disability pay shall be reduced by the amount, if any, paid to EXECUTIVE under any plan of the BANK providing disability benefits to EXECUTIVEduties. (c) The BANK will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the BANK for EXECUTIVE prior to his termination for Disability. This coverage and payments 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) EXECUTIVE's attaining the age of sixty-five (65); (iv) EXECUTIVE's death; or (v) the expiration of the term of this Agreement. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE during any period during which EXECUTIVE is incapable of performing his duties hereunder by reason of temporary disability.

Termination for Disability. (a) If EXECUTIVE shall become disabled as defined in the BANK's then current disability plan (or, if no such plan is then in effect, if EXECUTIVE is permanently and totally disabled within the meaning of Section 22(e)(3) of the Code as determined by a physician designated by the Board), the BANK may terminate EXECUTIVE's employment for "Disability." (b) Upon EXECUTIVE's termination of employment for Disability, the BANK will pay EXECUTIVE, as disability pay, a bi-weekly monthly payment equal to three-quarters (3/4) of EXECUTIVE's bi-weekly rate of monthly 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 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) EXECUTIVE attaining the age of sixty-five (65); or (iv) EXECUTIVE's death; or (v) the expiration of this Agreement unless such Agreement expires in less than one year in which case the term of this AgreementAgreement shall be deemed to expire in one year. The disability pay shall be reduced by the amount, if any, paid to EXECUTIVE under any plan of the BANK providing disability benefits to EXECUTIVE. (c) The BANK will cause to be continued any life, medical, dental and disability coverage in existence at the time of termination for disability substantially identical to the coverage maintained by the BANK for EXECUTIVE prior to his termination for Disability. This The coverage and payments described herein 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) EXECUTIVE's attaining the age of sixty-five (65); (iv) EXECUTIVE's death; or (v) the expiration of the term of this Agreement, unless the Agreement expires in less than one year in which case the Agreement shall be deemed to expire in one year. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE during any period during which EXECUTIVE is incapable of performing his duties hereunder by reason of temporary disability.

Termination for Disability. (a) If EXECUTIVE shall become disabled as defined in the BANKASSOCIATION's then current disability plan (or, if no such plan is then in effect, if EXECUTIVE is permanently and totally disabled within the meaning of Section 22(e)(3) of the Code as determined by a physician designated by the Board), the BANK ASSOCIATION may terminate EXECUTIVE's employment for "Disability." (b) Upon EXECUTIVE's termination of employment for Disability, the BANK ASSOCIATION will pay EXECUTIVE, as disability pay, a bi-weekly payment equal to three-quarters (3/4) 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 of (i) the date EXECUTIVE returns to the full-time employment of the BANK ASSOCIATION in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE and the BANKASSOCIATION; (ii) EXECUTIVE's full-time employment by another employer; (iii) EXECUTIVE attaining the age of sixty-five (65); or (iv) EXECUTIVE's death; or (v) the expiration of the term of this Agreement. The disability pay shall be reduced by the amount, if any, paid to EXECUTIVE under any plan of the BANK ASSOCIATION providing disability benefits to EXECUTIVE. (c) The BANK ASSOCIATION will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the BANK ASSOCIATION for EXECUTIVE prior to his termination for Disability. This coverage and payments shall cease upon the earlier of (i) the date EXECUTIVE returns to the full-time employment of the BANKASSOCIATION, in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE and the BANKASSOCIATION; (ii) EXECUTIVE's full-time employment by another employer; (iii) EXECUTIVE's attaining the age of sixty-five (65); (iv) EXECUTIVE's death; or (v) the expiration of the term of this Agreement. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE during any period during which EXECUTIVE is incapable of performing his duties hereunder by reason of temporary disability.

Termination for Disability. (a) If EXECUTIVE Executive shall become disabled as defined in the BANKSavings Bank's then current disability plan (or, if no such plan is then in effect, if EXECUTIVE Executive is permanently and totally disabled within the meaning of Section 22(e)(3) of the Code as determined by a physician designated by the Board), the BANK Savings Bank may terminate EXECUTIVEExecutive's employment for "Disability." (b) Upon EXECUTIVEExecutive's termination of employment for Disability, the BANK Savings Bank will pay EXECUTIVEExecutive, as disability pay, a bi-weekly payment equal to three-three- quarters (3/4) of EXECUTIVEExecutive's bi-weekly rate of Base Salary on the effective date of such termination. These disability payments shall commence on the effective date of EXECUTIVEExecutive's termination and will end on the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANK Savings Bank in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKSavings Bank; (ii) EXECUTIVEExecutive's full-time employment by another employer; (iii) EXECUTIVE Executive attaining the age of sixty-five (65); or (iv) EXECUTIVEExecutive's death; or (v) the expiration of the term of this Agreement. The disability pay shall be reduced by the amount, if any, paid to EXECUTIVE Executive under any plan of the BANK Savings Bank providing disability benefits to EXECUTIVEExecutive. (c) The BANK Savings Bank will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the BANK Savings Bank for EXECUTIVE Executive prior to his termination for Disability. This coverage and payments shall cease upon the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANKSavings Bank, in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKSavings Bank; (ii) EXECUTIVEExecutive's full-time employment by another employer; (iii) EXECUTIVEExecutive's attaining the age of sixty-five (65); (iv) EXECUTIVEExecutive's death; or (v) the expiration of the term of this Agreement. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE Executive during any period during which EXECUTIVE Executive is incapable of performing his duties hereunder by reason of temporary disability.

Termination for Disability. (a) If EXECUTIVE the Executive shall become disabled as defined in the BANKAssociation's then current disability plan (or, if no such plan is then in effect, if EXECUTIVE the Executive is permanently and totally disabled within the meaning of Section 22(e)(3) of the Code as determined by a physician designated by the Board), the BANK Association may terminate EXECUTIVEExecutive's employment for "Disability." (b) Upon EXECUTIVEthe Executive's termination of employment for Disability, the BANK Association will pay EXECUTIVEExecutive, as disability pay, a bi-weekly payment equal to three-quarters (3/4) of EXECUTIVEExecutive's bi-bi- weekly rate of Base Salary on the effective date of such termination. These disability payments shall commence on the effective date of EXECUTIVEExecutive's termination and will end on the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANK Association in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKAssociation; (ii) EXECUTIVEExecutive's full-time employment by another employer; (iii) EXECUTIVE Executive attaining the age of sixty-five (65); or (iv) EXECUTIVEExecutive's death; or (v) the expiration of the term of this Agreement. The disability pay shall be reduced by the amount, if any, paid to EXECUTIVE the Executive under any plan of the BANK Association providing disability benefits to EXECUTIVEthe Executive. (c) The BANK Association will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the BANK Association for EXECUTIVE Executive prior to his termination for Disability. This coverage and payments shall cease upon the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANKAssociation, in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKAssociation; (ii) EXECUTIVEExecutive's full-time employment by another employer; (iii) EXECUTIVEExecutive's attaining the age of sixty-five (65); or (iv) EXECUTIVEthe Executive's death; or (v) the expiration of the term of this Agreement. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE Executive during any period during which EXECUTIVE Executive is incapable of performing his duties hereunder by reason of temporary disability.

Termination for Disability. (a) If EXECUTIVE shall become disabled If, as defined in the BANKa result of Executive's then current disability plan (orincapacity due to physical or mental illness, if no such plan is then in effect, if EXECUTIVE is permanently and totally disabled within the meaning of Section 22(e)(3) of the Code as incapacity being determined by a physician designated doctor selected by the Board)Holding Company, he shall have been absent from his duties with the Holding Company on a full-time basis for six (6) consecutive months, and within thirty (30) days after written notice of potential termination is given he shall not have returned to the full-time performance of his duties, the BANK Holding Company may terminate EXECUTIVEExecutive's employment for "Disability." (b) Upon EXECUTIVE's termination of employment for Disability, the BANK The Holding Company will pay EXECUTIVEExecutive, as disability pay, a bi-weekly payment equal to three-quarters one hundred percent (3/4100%) of EXECUTIVEExecutive's bi-weekly rate of Base Salary on the effective date of such termination. These disability payments shall commence on the effective date of EXECUTIVEExecutive's termination and will end on the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANK Holding Company in the same capacity as he was employed prior to his termination Termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKHolding Company; (ii) EXECUTIVEExecutive's full-time employment by another employer; (iii) EXECUTIVE Executive attaining the normal age of sixty-five (65)retirement or receiving benefits under any Defined Benefit Plan of the Bank or Holding Company; or (iv) EXECUTIVEExecutive's death; or (v) the expiration of the term of this Agreement. The Notwithstanding any other provisions to the contrary, the Holding Company may apply any proceeds from disability pay shall be reduced income insurance for Executive which was paid for by the amount, if any, paid to EXECUTIVE Bank or Holding Company as partial satisfaction of its obligations under any plan of the BANK providing disability benefits to EXECUTIVEthis Section. (c) The BANK Holding Company will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the BANK Holding Company for EXECUTIVE Executive and his dependants prior to his termination Termination for Disability. This coverage and payments shall cease upon the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANKHolding Company, in the same capacity as he was employed prior to his termination Termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKHolding Company; (ii) EXECUTIVEExecutive's full-time employment by another employer; (iii) EXECUTIVEExecutive's attaining the normal age of sixty-five (65)retirement or receiving benefits under any Defined Benefit Plan of the Bank or Holding Company; (iv) EXECUTIVEthe Executive's death; or (v) the expiration of the term of this Agreement. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE Executive during any period during which EXECUTIVE Executive is incapable of performing his duties hereunder by reason of temporary disability.

Termination for Disability. (a) If EXECUTIVE If, as a result of Executive's incapacity due to physical or mental illness, he shall become disabled as defined in have been absent from his duties with the BANK's then current disability plan Company or the Bank on a full-time basis for six (or6) consecutive months, if no such plan and within thirty (30) days after written notice of potential termination is then in effectgiven, if EXECUTIVE is permanently and totally disabled within he shall not have returned to the meaning full-time performance of Section 22(e)(3) of the Code as determined by a physician designated by the Board)his duties, the BANK Company or the Bank may terminate EXECUTIVEExecutive's employment for "Disability." (b) Upon EXECUTIVE's termination of employment for Disability, the BANK The Company will pay EXECUTIVE(or cause the Bank to pay) Executive, as disability pay, a bi-weekly payment equal to three-quarters (3/4) of EXECUTIVEExecutive's bi-weekly rate of Base Salary on the effective date of such termination. These disability payments shall commence on the effective date of EXECUTIVEExecutive's termination and will end on the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANK Company or the Bank in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKCompany or the Bank; (ii) EXECUTIVEExecutive's full-time employment by another employer; (iii) EXECUTIVE Executive attaining the age of sixty-five (65); or (iv) EXECUTIVEExecutive's death; or (v) the expiration of the term of this Agreement. The disability pay shall be reduced by the amount, if any, paid to EXECUTIVE the Executive under any plan of the BANK Company or the Bank providing disability benefits to EXECUTIVEthe Executive. Any medical insurance premiums paid by the employer, however, are not to reduce the disability payments to the Executive. (c) The BANK Company will cause (or will cause the Bank) to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the BANK Company or the Bank for EXECUTIVE Executive prior to his termination for Disability. This coverage and payments shall cease upon the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANKCompany or the Bank, in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKCompany or the Bank; (ii) EXECUTIVEExecutive's full-time employment by another employer; (iii) EXECUTIVEExecutive's attaining the age of sixty-five (65); (iv) EXECUTIVEthe Executive's death; or (v) the expiration of the term of this Agreement. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE Executive during any period during which EXECUTIVE Executive is incapable of performing his duties hereunder by reason of temporary disability.

Termination for Disability. (a) If EXECUTIVE shall become disabled as defined As used in the BANKAgreement, Executive's then current disability plan (or, if no such plan is then in effect, if EXECUTIVE is permanently and totally disabled within the meaning of Section 22(e)(3) of the Code as determined by "Disability" shall mean a physician designated good faith determination by the Board), acting without participation by Executive, based on competent and independent medical evidence, that Executive, as a result of a mental or physical disease or condition expected to continue indefinitely, is incapable of performing a substantial portion of the services contemplated in the Agreement. The Company may terminate Executive's employment hereunder in the event of Executive's Disability by giving Executive thirty (30) days' written notice. In such event, the BANK may terminate EXECUTIVECompany shall pay to Executive his Base Salary through the date of termination (which shall be thirty (30) days after written notice is given) and, thereafter, his Base Salary for a period of eleven (11) additional months after the date of termination, less net amounts received during that period from any long-term disability insurance provided under Article 3. The Base Salary shall be paid at the annual rate of Executive's employment for "Disability." (b) Upon EXECUTIVEBase Salary in effect on the date of Executive's termination of employment and shall be payable not less frequently than semi-monthly in accordance with the Company's executive compensation practices. The Company shall also pay to Executive a prorated bonus and incentive compensation payment based on the then applicable bonus plan/long term incentive compensation program in an amount equal to the bonus/incentive payment that would otherwise be paid for Disabilitythe fiscal/calendar (depending on the plan or program) year in which Executive is terminated, multiplied by a fraction, the BANK will numerator of which is the number of days that Executive was employed during that year, and the denominator of which is 365, payable no later than sixty (60) days after the end of the fiscal/calendar year in which Executive's employment is terminated. The Company shall also pay EXECUTIVEExecutive's accrued but unused vacation, as disability payall deferred compensation owed to Executive under any other agreements, a bi-weekly payment equal and his expenses incurred prior to three-quarters such termination of employment reimbursable under Article 4. All benefits provided under Section 3.5 shall be extended, at Executive's election and cost, to the extent permitted by Company's insurance policies and benefit plans, for twelve (3/412) of EXECUTIVE's bi-weekly rate of Base Salary on months after the effective date of such Executive's termination, except as required by law (e.g., COBRA health insurance continuation election). These disability payments Within sixty (60) days of the Effective Date hereof, the Executive shall commence on the effective date of EXECUTIVE's termination and will end on the earlier of (i) the date EXECUTIVE returns provide to the full-time employment of Board written documentation from a licensed physician evidencing the BANK in the same capacity Executive's fitness for duty 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) EXECUTIVE attaining the age of sixty-five (65); or (iv) EXECUTIVE's death; or (v) the expiration of the term of this Agreement. The disability pay shall be reduced by the amount, if any, paid to EXECUTIVE under any plan of the BANK providing disability benefits to EXECUTIVEsuch duties are described herein. (c) The BANK will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the BANK for EXECUTIVE prior to his termination for Disability. This coverage and payments 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) EXECUTIVE's attaining the age of sixty-five (65); (iv) EXECUTIVE's death; or (v) the expiration of the term of this Agreement. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE during any period during which EXECUTIVE is incapable of performing his duties hereunder by reason of temporary disability.

Termination for Disability. (a) If EXECUTIVE shall become disabled as defined the Executive (i) is unable to engage in the BANK's then current disability any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan (or, if no such plan is then in effect, if EXECUTIVE is permanently and totally disabled within the meaning of Section 22(e)(3) covering employees of the Code as determined by a physician designated by the Board)Bank, the BANK Bank may terminate EXECUTIVE's Executive’s employment for "“Disability."” (b) Upon EXECUTIVE's termination of employment for Disability, the BANK The Bank will pay EXECUTIVEExecutive, as disability pay, a bi-weekly payment equal to three-quarters (3/4) 75% of EXECUTIVEthe 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 EXECUTIVEExecutive's termination and will end on the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANK Bank in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKBank; (ii) EXECUTIVEExecutive's full-time employment by another employer; (iii) EXECUTIVE Executive attaining the a Retirement age of sixty-five (65)age 65 as identified in Section 7; or (iv) EXECUTIVEExecutive's death; or (v) the expiration of the term of this Agreement. The disability pay shall be reduced by the amount, if any, paid to EXECUTIVE the Executive under any plan of the BANK Bank or the Company providing disability benefits to EXECUTIVEthe Executive. (c) The BANK Bank will cause to be continued life, medical, and dental and disability coverage substantially identical comparable, as reasonable or customarily available, to the coverage maintained by the BANK Bank for EXECUTIVE Executive prior to his termination for Disability, except to the extent such coverage may be changed in its application to all Bank employees. This coverage and payments shall cease upon the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANK, Bank in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKBank; (ii) EXECUTIVEExecutive's full-time employment by another employer; (iii) EXECUTIVE's Executive attaining the Retirement age of sixty-five (65)as identified in Section 7; or (iv) EXECUTIVEExecutive's death; or (v) the expiration of the term of this Agreement. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE Executive during any period during which EXECUTIVE Executive is incapable of performing his duties hereunder by reason of temporary disability.

Termination for Disability. (a) If EXECUTIVE If, as a result of Executive's incapacity due to physical or mental illness, he shall become disabled as defined in have been absent from his duties with the BANK's then current disability plan Company and the Bank on a full-time basis for six (or6) consecutive months, if no such plan and within thirty (30) days after written notice of potential termination is then in effect, if EXECUTIVE is permanently and totally disabled within given he shall not have returned to the meaning full-time performance of Section 22(e)(3) of the Code as determined by a physician designated by the Board)his duties, the BANK Company and the Bank may terminate EXECUTIVEExecutive's employment for "Disability." (b) Upon EXECUTIVE's termination of employment for Disability, the BANK The Company will pay EXECUTIVEExecutive, as disability pay, a bi-weekly payment equal to three-three- quarters (3/4) of EXECUTIVEExecutive's bi-weekly rate of Base Salary salary as in effect pursuant to Section 4 on the effective date of such termination, payable in approximately equal installments in accordance with the Company's or Bank's customary payroll practices. These disability payments shall commence on the effective date of EXECUTIVEExecutive's termination and will end on the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANK Company in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKCompany; (ii) EXECUTIVEExecutive's full-time employment by another employer; (iii) EXECUTIVE Executive attaining the age of sixty-five (65); or (iv) EXECUTIVEExecutive's death; or (v) the expiration of the term of this Agreement. The disability pay shall be reduced by the amount, if any, paid to EXECUTIVE the Executive under any plan of the BANK Company or the Bank providing disability benefits to EXECUTIVEthe Executive. (c) The BANK Company will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the BANK Company or the Bank for EXECUTIVE Executive prior to his termination for Disability. This coverage and payments shall cease upon the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANKCompany, in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKCompany; (ii) EXECUTIVEExecutive's full-time employment by another employer; (iii) EXECUTIVEExecutive's attaining the age of sixty-five (65); (iv) EXECUTIVEthe Executive's death; or (v) the expiration of the term of this Agreement. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE Executive during any period during which EXECUTIVE Executive is incapable of performing his duties hereunder by reason of temporary disability.

Termination for Disability. (a) If EXECUTIVE shall become disabled If, as defined in the BANKa result of Executive's then current disability plan (orincapacity due to physical or mental illness, if no such plan is then in effect, if EXECUTIVE is permanently and totally disabled within the meaning of Section 22(e)(3) of the Code as incapacity being determined by a physician designated doctor selected by the Board)Holding Company, he shall have been absent from his duties with the Holding Company on a full-time basis for six (6) consecutive months, and within thirty (30) days after written notice of potential termination is given he shall not have returned to the full-time performance of his duties, the BANK Holding Company may terminate EXECUTIVEExecutive's employment for "Disability." (b) Upon EXECUTIVE's termination of employment for Disability, the BANK The Holding Company will pay EXECUTIVEExecutive, as disability pay, a bi-weekly payment equal to three-quarters one hundred percent (3/4100%) of EXECUTIVEExecutive's bi-weekly rate of Base Salary on the effective date of such termination. These disability payments shall commence on the effective date of EXECUTIVEExecutive's termination and will end on the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANK Holding Company in the same capacity as he was employed prior to his termination Termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKHolding Company; (ii) EXECUTIVEExecutive's full-time employment by another employer; (iii) EXECUTIVE Executive attaining the normal age of sixty-five (65)retirement or receiving benefits under any Defined Benefit Plan of the Bank or Holding Company; or (iv) EXECUTIVEExecutive's death; or (v) the expiration of the term of this Agreement. The Notwithstanding any other provisions to the contrary, the Holding Company may apply any proceeds from disability pay shall be reduced income insurance for Executive which was paid for by the amount, if any, paid to EXECUTIVE Bank or Holding Company as partial satisfaction of its obligations under any plan of the BANK providing disability benefits to EXECUTIVEthis Section. (c) The BANK Holding Company will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the BANK Holding Company for EXECUTIVE Executive and his dependants prior to his termination Termination for Disability. This The coverage and payments shall cease upon the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANKHolding Company, in the same capacity as he was employed prior to his termination Termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKHolding Company; (ii) EXECUTIVEExecutive's full-time employment by another employer; (iii) EXECUTIVEExecutive's attaining the normal age of sixty-five (65)retirement or receiving benefits under any Defined Benefit Plan of the Bank or Holding Company; (iv) EXECUTIVEthe Executive's death; or (v) the expiration of the term of this Agreement. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE Executive during any period during which EXECUTIVE Executive is incapable of performing his duties hereunder by reason of temporary disability.

Termination for Disability. (a) If EXECUTIVE the Executive shall become disabled as defined in the BANKBank's then current disability plan (or, if no such plan is then in effect, if EXECUTIVE the Executive is permanently and totally disabled within the meaning of Section 22(e)(3) of the Code as determined by a physician designated by the Board), the BANK Bank may terminate EXECUTIVEExecutive's employment for ""Disability." (b) Upon EXECUTIVEthe Executive's termination of employment for Disability, the BANK Bank will pay EXECUTIVEExecutive, as disability pay, a bi-weekly payment equal to three-quarters (3/4) of EXECUTIVEExecutive's bi-weekly rate of Base Salary on the effective date of such termination. These disability payments shall commence on the effective date of EXECUTIVEExecutive's termination and will end on the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANK Bank in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKBank; (ii) EXECUTIVEExecutive's full-time employment by another employer; (iii) EXECUTIVE Executive attaining the age of sixty-five (65); or (iv) EXECUTIVEExecutive's death; or (v) the expiration of the term of this Agreement. The disability pay shall be reduced by the amount, if any, paid to EXECUTIVE the Executive under any plan of the BANK Bank providing disability benefits to EXECUTIVEthe Executive. (c) The BANK Bank will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the BANK Bank for EXECUTIVE Executive prior to his this termination for Disability. This coverage and payments shall cease upon the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANKBank, in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKBank; (ii) EXECUTIVEExecutive's full-time employment by another employer; (iii) EXECUTIVEExecutive's attaining the age of sixty-five (65); (iv) EXECUTIVEthe Executive's death; or (v) the expiration of the term of this Agreement. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE Executive during any period during which EXECUTIVE Executive is incapable of performing his duties hereunder by reason of temporary disability.

Termination for Disability. (aIf at any time during the term of this Agreement other than following a Change in Control to which Section 6(c) If EXECUTIVE applies Executive shall become disabled unable to perform his duties as defined in the BANK's then current disability plan (oran employee as a result of incapacity, if no such plan is then in effect, if EXECUTIVE is permanently and totally disabled within the meaning of Section 22(e)(3) of the Code as determined by a physician designated by the Board), the BANK may terminate EXECUTIVE's employment for "Disability." (b) Upon EXECUTIVE's which gives rise to termination of employment for Disability, then in addition to salary and vacation accrued through the BANK will pay EXECUTIVETermination Date, as disability pay, a bi-weekly payment equal Executive shall be entitled to three-quarters (3/4) of EXECUTIVE's bi-weekly rate of Base Salary on receive 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 of following: (i) continued salary for a period of three years following the date EXECUTIVE returns Termination Date, payable in accordance with the Company’s regular payroll schedule as in effect from time 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; time, (ii) EXECUTIVE's full-time employment by another employer; at the Termination Date, Executive’s minimum target bonus for the fiscal year in which the Termination Date occurs (plus any unpaid bonus from the prior fiscal year), (iii) EXECUTIVE attaining following the age end of sixty-five (65); or the fiscal year in which the Termination Date occurs and management bonuses have been determined, any bonus that would have been payable to Executive under the bonus plan in excess of Executive’s target bonus, (iv) EXECUTIVE's death; or acceleration in full of vesting of all outstanding stock options held by Executive (and in this regard, all such options and other exercisable rights held by Executive shall remain exercisable one year following the Termination Date (v) (A) for three years following the expiration Termination Date, continuation of group health benefits at the term of this Agreement. The disability pay Company’s cost pursuant to the Company’s standard programs as in effect from time to time (or at the Company’s election substantially similar health benefits as in effect at the Termination Date, through a third party carrier) for Executive, his spouse and any children, and (B) thereafter, to the extent COBRA shall be reduced by the amount, if any, paid to EXECUTIVE under any plan of the BANK providing disability benefits to EXECUTIVE. (c) The BANK will cause to be continued life, medical, dental and disability coverage substantially identical applicable to the coverage maintained by Company, continuation of health benefits for such persons at Executive’s cost, for a period of 18 months or such longer period as may be applicable under the BANK for EXECUTIVE prior Company’s policies then in effect, provided the Executive makes the appropriate election and payments, and (vi) no other compensation, severance or other benefits, except only that this provision shall not limit any benefits otherwise available to his termination for Disability. This coverage and payments shall cease upon the earlier of (iExecutive under Section 6(c) the date EXECUTIVE returns to the full-time employment of the BANK, in the same capacity as he was employed prior to his case of a termination for Disability and pursuant to an employment agreement between EXECUTIVE and the BANK; (ii) EXECUTIVE's full-time employment by another employer; (iii) EXECUTIVE's attaining the age of sixty-five (65); (iv) EXECUTIVE's death; or (v) the expiration of the term of this Agreement. (d) following a Change in Control. Notwithstanding the foregoing, there will be no reduction however, the Company may deduct from the salary specified in clause (i) hereof the compensation otherwise payable to EXECUTIVE during amount of any period during which EXECUTIVE is incapable of performing his duties hereunder payments then received by reason of temporary disabilityExecutive under any disability benefit program maintained by the Company.

Termination for Disability. In the event that Executive’s employment is terminated during the Employment Period based on a Disability Determination, the Bank and any successor to the Company and/or the Bank shall: (a1) If EXECUTIVE shall become disabled pay Executive her Earned Salary (as defined in the BANK's then current disability plan (or, if no such plan is then in effect, if EXECUTIVE is permanently and totally disabled within the meaning of Section 22(e)(3) of the Code as determined by a physician designated by the Boardabove), the BANK may terminate EXECUTIVE's employment for "Disability."; (b2) Upon EXECUTIVE's termination of employment for Disability, the BANK will pay EXECUTIVE, as disability pay, a bi-weekly payment Executive an amount equal to three-quarters the annual average of any cash incentive compensation and bonus that Executive received during the immediately preceding two (3/42) fiscal years, prorated based on the number of EXECUTIVE's bi-weekly rate of Base Salary on days during such year that elapsed prior to the effective date of the termination of Executive’s employment (“Prorated Incentive Compensation”); (3) make, for the benefit of Executive, the matching 401(k) plan contribution that Executive is entitled to receive for the current year, prorated based on the number of days during such termination. These disability payments shall commence on year that elapsed prior to the effective date of EXECUTIVE's the termination of Executive’s employment (“Accrued Plan Contribution”); (4) subject to the disability insurance adjustment set forth in Section 3(h)(4) of this Agreement, pay Executive the Base Salary that Executive would have been paid pursuant to Section 3(a) hereof from the effective date of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination; (5) provide Executive (and will end upon her death her surviving spouse and minor children, if any) with the same coverage under the Core Plans that Executive (and her surviving spouse and minor children, if any) would have been provided pursuant to Section 3(g) hereof from the effective date of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination (subject to payment of the costs and contributions that such plans provide are the responsibility of the insured employee); and (6) provide Executive (and her surviving spouse and minor children, if any) with the health insurance continuation benefits set forth in Section 6(g), beginning on the earlier date 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) EXECUTIVE attaining the age of sixty-five (65); or (iv) EXECUTIVE's death; or (v) the expiration of the term health insurance coverage provided under the Core Plans pursuant to Section 6(b)(5), subject to the payment of the costs that are the responsibility of the Executive pursuant to the applicable health insurance plan or this Agreement). Amounts payable under Section 6(b)(2), Section 6(b)(4) and Section 6(b)(6) of this Agreement. The disability pay Agreement shall be reduced by the amount, if any, paid to EXECUTIVE under any plan of the BANK providing disability benefits to EXECUTIVE. (cas provided in Section 6(i) The BANK will cause and as may be required to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the BANK for EXECUTIVE prior to his termination for Disability. This coverage and payments 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 deferred pursuant to an employment agreement between EXECUTIVE and the BANK; (ii) EXECUTIVE's full-time employment by another employer; (iii) EXECUTIVE's attaining the age of sixty-five (65); (iv) EXECUTIVE's death; or (v) the expiration of the term of this AgreementSection 13. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE during any period during which EXECUTIVE is incapable of performing his duties hereunder by reason of temporary disability.

Termination for Disability. In the event that Executive’s employment is terminated during the Employment Period based on a Disability Determination, the Company shall: (ai) If EXECUTIVE shall become disabled pay Executive her Earned Salary (as defined in above); (ii) pay Executive an amount equal to the BANK's then current disability plan (orcash incentive compensation, if no such plan any, that the Board determines in its sole and absolute discretion that Executive is then in effect, if EXECUTIVE is permanently and totally disabled within to receive during the meaning of Section 22(e)(3) current year based on Executive’s demonstrable achievement of the Code as determined by a physician designated by objectives set forth in Executive’s incentive compensation program for the Board)current year, prorated based on the BANK may terminate EXECUTIVE's employment for "Disability." (b) Upon EXECUTIVE's termination number of employment for Disability, the BANK will pay EXECUTIVE, as disability pay, a bi-weekly payment equal days during such year that elapsed prior to three-quarters (3/4) of EXECUTIVE's bi-weekly rate of Base Salary on the effective date of the termination of Executive’s employment (“Prorated Incentive Compensation”); (iii) make, for the benefit of Executive, the matching 401 (k) plan contribution that Executive is entitled to receive for the current year, prorated based on the number of days during such termination. These disability payments shall commence on year that elapsed prior to the effective date of EXECUTIVE's the termination and will end on the earlier of Executive’s employment (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) EXECUTIVE attaining the age of sixty-five (65); or (iv) EXECUTIVE's death; or (v) the expiration of the term of this Agreement. The disability pay shall be reduced by the amount, if any, paid to EXECUTIVE under any plan of the BANK providing disability benefits to EXECUTIVE. (c) The BANK will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the BANK for EXECUTIVE prior to his termination for Disability. This coverage and payments 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) EXECUTIVE's attaining the age of sixty-five (65“Accrued Plan Contribution”); (iv) EXECUTIVE's deathsubject to the disability insurance adjustment set forth in Section 3(i) hereof, pay Executive the Base Salary that Executive would have been paid pursuant to Section 3(a) hereof from the effective date of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination; or (v) provide Executive (and upon her death her surviving spouse and minor children, if any) with the same coverage under the Core Plans that Executive (and her surviving spouse and minor children, if any) would have been provided pursuant to Section 3(g) hereof from the effective date of termination through the third anniversary of termination based on a Disability Determination (subject to payment of the costs and contributions that such plans provide are the responsibility of the insured employee); and (vi) provide Executive (and her surviving spouse and minor children, if any) with the health insurance continuation benefits set forth in Section 6(g), beginning on the date of the expiration of the term health insurance coverage provided under the Core Plans pursuant to Section 6(b)(v) (subject to the payment of the costs specified therein). Amounts payable under Subsections (ii) and (iv) of this AgreementSection 6(b) shall be paid in equal installments over the period beginning on the Company’s first regular payroll date after the effective date of termination and continuing through the Company’s first regular payroll date after the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE during any period during which EXECUTIVE is incapable of performing his duties hereunder by reason of temporary disability.

Termination for Disability. (a) If EXECUTIVE If, as a result of Executive's incapacity due to physical or mental illness, he shall become disabled as defined in have been absent from his duties with the BANK's then current disability plan Bank on a full-time basis for twelve (or12) consecutive months, if no such plan and within thirty (30) days after written notice of potential termination is then in effect, if EXECUTIVE is permanently and totally disabled within given he shall not have returned to the meaning full-time performance of Section 22(e)(3) of the Code as determined by a physician designated by the Board)his duties, the BANK Bank may terminate EXECUTIVEExecutive's employment for "Disability"." (b) Upon EXECUTIVEDuring the first twelve months of the Executive's termination of employment for Disabilitydisability referred to in (a), the BANK Bank will pay EXECUTIVEExecutive, as disability pay, a bi-weekly monthly payment equal to three-quarters (3/4) of EXECUTIVEthe Executive's bi-weekly monthly rate of Base Salary on the effective date of such termination. Thereafter, such payments will equal 3/4 of the Executive's monthly rate of Base Salary. These disability payments shall commence on the effective date of EXECUTIVEExecutive's termination and will end on the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of with the BANK Bank in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKBank; (ii) EXECUTIVEExecutive's full-time employment by another employeremployer at an annual salary equal to or greater than the Base Salary in effect at the date of Disability; (iii) EXECUTIVE Executive attaining the normal age of sixty-five (65)retirement; or (iv) EXECUTIVEExecutive's death; or (v) the expiration of the term of this Agreement. The Bank shall obtain disability pay shall be reduced by income insurance coverage (at the amount, if any, paid Bank's expense) to EXECUTIVE satisfy its potential obligations under any plan of the BANK providing disability benefits to EXECUTIVEthis section. (c) The BANK Bank will cause to be continued life, medical, dental health and disability coverage substantially identical to the coverage maintained by the BANK Bank for EXECUTIVE Executive prior to his termination for Disability. This coverage and payments shall cease upon the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANKBank, in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKBank; (ii) EXECUTIVEExecutive's full-time employment by another employer, if Executive is provided, or had available to him, coverage substantially equal to or better than that provided by the Bank or the Company; (iii) EXECUTIVEExecutive's attaining the normal age of sixty-five (65); retirement, or (iv) EXECUTIVEthe Executive's death; or (v) the expiration of the term of this Agreement. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE Executive during any period during which EXECUTIVE Executive is incapable of performing his duties hereunder by reason of temporary disability.

Termination for Disability. (a) If EXECUTIVE the Executive shall become permanently and totally disabled as defined in the BANKBank's then current disability plan (or, if no such plan is then in effect, if EXECUTIVE the Executive is permanently and totally disabled within the meaning of Section 22(e)(3) of the Code as determined by a physician designated by reasonably satisfactory to both the BoardBoard and Executive), the BANK Bank may terminate EXECUTIVEExecutive's employment for "Disability." (b) Upon EXECUTIVEthe Executive's termination of employment for Disability, the BANK Bank will pay EXECUTIVEExecutive, as disability pay, a bi-weekly payment equal to three-quarters (3/4) of EXECUTIVEExecutive's bi-weekly rate of Base Salary on the effective date of such termination. These disability payments shall commence on the effective date of EXECUTIVEExecutive's termination and will end on continue through the earlier of (i) the date EXECUTIVE returns to the full-time employment expiration of the BANK in the same capacity as he was employed prior to his termination for Disability and this Agreement pursuant to an employment agreement between EXECUTIVE and the BANKParagraph 2(a); (ii) EXECUTIVEExecutive's full-time employment by another employer; (iii) EXECUTIVE attaining Executive retiring under the age of sixty-five (65)Bank's retirement plan; or (iv) EXECUTIVEExecutive's death; or (v) the expiration of the term of this Agreement. The disability pay shall be reduced by the amount, if any, any amount paid to EXECUTIVE the Executive under any plan of the BANK Bank providing disability benefits to EXECUTIVEthe Executive. (c) The BANK Bank will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the BANK Bank for EXECUTIVE Executive prior to his termination for Disability. This coverage and payments shall cease upon the earlier of (i) the date EXECUTIVE returns to the full-time employment expiration of the BANK, in the same capacity as he was employed prior to his termination for Disability and this Agreement pursuant to an employment agreement between EXECUTIVE and the BANK; Paragraph 2(a).; (ii) EXECUTIVEExecutive's full-time employment by another employer; (iii) EXECUTIVEExecutive retiring under the Bank's attaining the age of sixty-five (65)retirement plan; or (iv) EXECUTIVEExecutive's death; or (v) the expiration of the term of this Agreement. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE Executive during any period during which EXECUTIVE Executive is incapable of performing his duties hereunder by reason of temporary disability.

Termination for Disability. (aIf at any time during the term of this Agreement other than following a Change in Control to which Section 6(c) If EXECUTIVE applies Executive shall become disabled unable to perform his duties as defined in the BANK's then current disability plan (oran employee as a result of incapacity, if no such plan is then in effect, if EXECUTIVE is permanently and totally disabled within the meaning of Section 22(e)(3) of the Code as determined by a physician designated by the Board), the BANK may terminate EXECUTIVE's employment for "Disability." (b) Upon EXECUTIVE's which gives rise to termination of employment for Disability, then in addition to salary and vacation accrued through the BANK will pay EXECUTIVETermination Date, as disability pay, a bi-weekly payment equal Executive shall be entitled to three-quarters (3/4) of EXECUTIVE's bi-weekly rate of Base Salary on receive 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 of following: (i) continued salary for a period of three years following the date EXECUTIVE returns Termination Date, payable in accordance with the Company's regular payroll schedule as in effect from time 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; time, (ii) EXECUTIVEat the Termination Date, Executive's full-time employment by another employer; minimum target bonus for the fiscal year in which the Termination Date occurs (plus any unpaid bonus from the prior fiscal year), (iii) EXECUTIVE attaining following the age end of sixty-five (65); or the fiscal year in which the Termination Date occurs and management bonuses have been determined, any bonus that would have been payable to Executive under the bonus plan in excess of Executive's target bonus, (iv) EXECUTIVE's death; or acceleration in full of vesting of all outstanding stock options held by Executive (and in this regard, all such options and other exercisable rights held by Executive shall remain exercisable one year following the Termination Date (v) (A) for one and one-half years following the expiration Termination Date, continuation of group health benefits at the term of this Agreement. The disability pay Company's cost pursuant to the Company's standard programs as in effect from time to time (or at the Company's election substantially similar health benefits as in effect at the Termination Date, through a third party carrier) for Executive, his spouse and any children, and (B) thereafter, to the extent COBRA shall be reduced by the amount, if any, paid to EXECUTIVE under any plan of the BANK providing disability benefits to EXECUTIVE. (c) The BANK will cause to be continued life, medical, dental and disability coverage substantially identical applicable to the coverage maintained by Company, continuation of health benefits for such persons at Executive's cost, for a period of 18 months or such longer period as may be applicable under the BANK for EXECUTIVE prior Company's policies then in effect, provided the Executive makes the appropriate election and payments, and (vi) no other compensation, severance or other benefits, except only that this provision shall not limit any benefits otherwise available to his termination for Disability. This coverage and payments shall cease upon the earlier of (iExecutive under Section 6(c) the date EXECUTIVE returns to the full-time employment of the BANK, in the same capacity as he was employed prior to his case of a termination for Disability and pursuant to an employment agreement between EXECUTIVE and the BANK; (ii) EXECUTIVE's full-time employment by another employer; (iii) EXECUTIVE's attaining the age of sixty-five (65); (iv) EXECUTIVE's death; or (v) the expiration of the term of this Agreement. (d) following a Change in Control. Notwithstanding the foregoing, there will be no reduction however, the Company may deduct from the salary specified in clause (i) hereof the compensation otherwise payable to EXECUTIVE during amount of any period during which EXECUTIVE is incapable of performing his duties hereunder payments then received by reason of temporary disabilityExecutive under any disability benefit program maintained by the Company.

Termination for Disability. (a) If EXECUTIVE shall become disabled the Disability (as defined in the BANK's then current disability plan (or, if no such plan is then in effect, if EXECUTIVE is permanently and totally disabled within the meaning of Section 22(e)(3below) of the Code as Employee occurs during the Term, the Company may notify the Employee of the Company's intention to terminate the Employee's employment hereunder for Disability. In such event, the Employee's employment hereunder shall terminate effective on the 15th day following the date such notice of termination is received by the Employee (the "Disability Effective Date"). For purposes of this Agreement a Disability occurs if the Employee is determined to be "totally disabled" by a vote of at least eighty percent (80%) of the Board of Directors of the Company (excluding Employee) based upon the advice of a board-certified physician designated by reasonably satisfactory to the Board)Company and the Employee, which may include a determination that the BANK may terminate EXECUTIVE's employment Employee is unable, because of physical or mental illness or incapacity or otherwise, to fulfill his duties under this Agreement for "Disabilityone hundred eighty (180) consecutive days." (b) Upon EXECUTIVE's In the event of a termination of the Employee's employment for Disabilityhereunder pursuant to Section 8.1(a) and provided that the Employee has complied with all of his obligations under this Agreement and continues to comply with all of his surviving obligations hereunder listed in Section 10, the BANK Employee will pay EXECUTIVE, as disability pay, a bi-weekly payment equal be entitled to three-quarters (3/4) 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 of receive: (i) continuation of the Base Salary in effect as of the Disability Effective Date for a period of twelve (12) months following the date EXECUTIVE returns to of Disability, payable on 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 BANKCompany's standard payroll cycle; (ii) EXECUTIVEthe Employee's full-time employment annual bonus for the twelve (12) month period specified in 8.1(b)(i) above, in an amount equal to: (A) the percentage of target bonus actually received by another employerthe Employee for the final fully served Annual Period, multiplied by (B) the Employee's current target bonus on the date of termination, payable on the dates it otherwise would have been payable; (iii) EXECUTIVE attaining the age right to exercise any stock option held by Employee on the Disability Effective Date for the remainder of sixty-five (65); its term, whether or (iv) EXECUTIVE's death; or (v) not exercisable by Employee on the expiration of the term of this Agreement. The disability pay shall be reduced by the amount, if any, paid to EXECUTIVE under any plan of the BANK providing disability benefits to EXECUTIVE. (c) The BANK will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the BANK for EXECUTIVE prior to his termination for Disability. This coverage and payments 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) EXECUTIVE's attaining the age of sixty-five (65)Effective Date; (iv) EXECUTIVE's deathany amounts payable on Disability pursuant to any plans or policies of the Company; or and (v) any other amounts due but not yet paid from the expiration of the term of this AgreementCompany to Employee. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE during any period during which EXECUTIVE is incapable of performing his duties hereunder by reason of temporary disability.

Termination for Disability. (a) If EXECUTIVE Executive shall become disabled as defined in the BANKBank's then current disability plan (or, if no such plan is then in effect, if EXECUTIVE Executive is permanently and totally disabled within the meaning of Section 22(e)(3) of the Code as determined by a physician designated by the Board), the BANK Bank may terminate EXECUTIVEExecutive's employment for "Disability." (b) Upon EXECUTIVEExecutive's termination of employment for Disability, the BANK Bank will pay EXECUTIVEExecutive, as disability pay, a bi-weekly payment equal to three-quarters (3/4) of EXECUTIVEExecutive's bi-weekly rate of Base Salary on the effective date of such termination. These disability payments shall commence on the effective date of EXECUTIVEExecutive's termination and will end on the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANK Bank in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKBank; (ii) EXECUTIVEExecutive's full-time employment by another employer; (iii) EXECUTIVE Executive attaining the age of sixty-five (65); or (iv) EXECUTIVEExecutive's death; or (v) the expiration of the term of this Agreement. The disability pay shall be reduced by the amount, if any, paid to EXECUTIVE Executive under any plan of the BANK Bank providing disability benefits to EXECUTIVEExecutive. (c) The BANK Bank will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the BANK Bank for EXECUTIVE Executive prior to his termination for Disability. This coverage and payments shall cease upon the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANKBank, in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKBank; (ii) EXECUTIVEExecutive's full-time employment by another employer; (iii) EXECUTIVEExecutive's attaining the age of sixty-five (65); (iv) EXECUTIVEExecutive's death; or (v) the expiration of the term of this Agreement. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE Executive during any period during which EXECUTIVE Executive is incapable of performing his duties hereunder by reason of temporary disability.

Termination for Disability. (a) If EXECUTIVE shall become disabled If, as defined in the BANKa result of Executive's then current disability plan (orincapacity due to physical or mental illness, if no such plan is then in effect, if EXECUTIVE is permanently and totally disabled within the meaning of Section 22(e)(3) of the Code as incapacity being determined by a physician designated doctor selected by the Board)Holding Company, he shall have been absent from his duties with the Holding Company on a full-time basis for six (6) consecutive months, and within thirty (30) days after written notice of potential termination is given he shall not have returned to the full-time performance of his duties, the BANK Holding Company may terminate EXECUTIVEExecutive's employment for "Disability." (b) Upon EXECUTIVE's termination of employment for Disability, the BANK The Holding Company will pay EXECUTIVEExecutive, as disability pay, a bi-weekly payment equal to threeseventy-quarters five percent (3/475%) of EXECUTIVEExecutive's bi-weekly rate of Base Salary on the effective date of such termination. These disability payments shall commence on the effective date of EXECUTIVEExecutive's termination and will end on the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANK Holding Company in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKHolding Company; (ii) EXECUTIVEExecutive's full-time employment by another employer; (iii) EXECUTIVE Executive attaining the normal age of sixty-five (65)retirement or receiving benefits under the Bank's Defined Benefit Plan; or (iv) EXECUTIVEExecutive's death; or (v) the expiration of the term of this Agreement. The Notwithstanding any other provisions to the contrary, the Holding Company may apply any proceeds from disability pay shall be reduced income insurance for Executive which was paid for by the amount, if any, paid to EXECUTIVE Bank or Holding Company as partial satisfaction of its obligations under any plan of the BANK providing disability benefits to EXECUTIVEthis Section. (c) The BANK Holding Company will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the BANK Holding Company for EXECUTIVE Executive prior to his termination for Disability. This coverage and payments shall cease upon the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANKHolding Company, in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKHolding Company; (ii) EXECUTIVEExecutive's full-time employment by another employeremployee; (iii) EXECUTIVEExecutive's attaining the normal age of sixty-five (65)retirement or receiving benefits under the Bank's Defined Benefit Plan; (iv) EXECUTIVEthe Executive's death; or (v) the expiration of the term of this Agreement. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE Executive during any period during which EXECUTIVE Executive is incapable of performing his duties hereunder by reason of temporary disability.

Termination for Disability. (a) If EXECUTIVE The Term shall become disabled as defined in the BANK's then current disability plan (or, if no such plan is then in effect, if EXECUTIVE is permanently and totally disabled within the meaning of Section 22(e)(3) of the Code as determined by a physician designated by the Board), the BANK may terminate EXECUTIVE's employment for "Disability." (b) Upon EXECUTIVE's termination of employment for Disability, the BANK will pay EXECUTIVE, as disability pay, a bi-weekly payment equal to three-quarters (3/4) 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 Disability of the Executive and, in such event, the Executive shall be paid (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 Accrued Benefits, and pursuant to an employment agreement between EXECUTIVE and the BANK; (ii) EXECUTIVEsubject to, and conditioned upon the Executive's full-time employment by another employer; (iii) EXECUTIVE attaining signing the age of sixtyRelease, within forty-five (6545) days following the Termination Date and the Release becoming irrevocable by its terms, (A) an amount equal to the sum of (x) two (2) years of Base Salary plus (y) two (2) times the Target Bonus Amount (the "Disability Payment"); or , to be paid as follows: fifty percent (iv50%) EXECUTIVE's death; or (v) the expiration of the term of this Agreement. The disability pay Disability Payment shall be paid in a lump sum, and fifty percent (50%) of the Disability Payment, reduced by the amountamount paid to the Executive under the Company's short and long-term disability plans in connection with the Disability, shall be paid in accordance with the Company's standard payroll practices over a period of twelve (12) months; and (B) the earned but unpaid portion of the Annual Bonus, if any, for any fiscal year ending prior to the fiscal year in which the Termination Date occurs, payable in accordance with Section 4.3(b) (collectively, the Disability Payment, and the amount payable under clause (ii)(B), the "Disability Benefits"). Payment of Disability Benefits shall be paid to EXECUTIVE under any plan or commence on the first regular payroll date of the BANK providing disability benefits to EXECUTIVE. Company that occurs after the Release becomes irrevocable by its terms. In the event that the forty-fifth (c45th) The BANK will cause to day after the Termination Date occurs in the calendar year following the calendar year that includes the Termination Date, no Disability Benefits shall be continued lifepaid until the first regular payroll date of the calendar year following the year that includes the Termination Date, medical, dental and disability coverage substantially identical to the coverage maintained by the BANK for EXECUTIVE any Disability Benefits that would otherwise have been paid prior to his termination for Disability. This coverage and payments such date shall cease upon be paid on the earlier later of (i) such first regular payroll date or the first regular payroll date EXECUTIVE returns to after 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) EXECUTIVE's attaining the age of sixty-five (65); (iv) EXECUTIVE's death; or (v) the expiration of the term of this AgreementRelease becomes irrevocable. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE during any period during which EXECUTIVE is incapable of performing his duties hereunder by reason of temporary disability.

Termination for Disability. In the event that Executive's employment is terminated during the Employment Period based on a Disability Determination, the Bank shall: (ai) If EXECUTIVE shall become disabled pay Executive his Earned Salary (as defined in above); (ii) pay Executive an amount equal to the BANK's then current disability plan (orcash incentive compensation, if no such plan any, that the Board determines in its sole and absolute discretion that Executive is then in effect, if EXECUTIVE is permanently and totally disabled within to receive during the meaning of Section 22(e)(3) current year based on Executive's demonstrable achievement of the Code as determined by a physician designated by objectives set forth in Executive's incentive compensation program for the Board)current year, prorated based on the BANK may terminate EXECUTIVE's employment for "Disability." (b) Upon EXECUTIVE's termination number of employment for Disability, the BANK will pay EXECUTIVE, as disability pay, a bi-weekly payment equal days during such year that elapsed prior to three-quarters (3/4) of EXECUTIVE's bi-weekly rate of Base Salary on the effective date of the termination of Executive's employment (“Prorated Incentive Compensation”); (iii) make, for the benefit of Executive, the matching 401(k) plan contribution that Executive is entitled to receive for the current year, prorated based on the number of days during such termination. These disability payments shall commence on year that elapsed prior to the effective date of EXECUTIVEthe termination of Executive's termination and will end on the earlier of employment (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) EXECUTIVE attaining the age of sixty-five (65); or (iv) EXECUTIVE's death; or (v) the expiration of the term of this Agreement. The disability pay shall be reduced by the amount, if any, paid to EXECUTIVE under any plan of the BANK providing disability benefits to EXECUTIVE. (c) The BANK will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the BANK for EXECUTIVE prior to his termination for Disability. This coverage and payments 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) EXECUTIVE's attaining the age of sixty-five (65“Accrued Plan Contribution”); (iv) EXECUTIVEsubject to the disability insurance adjustment set forth in Section 3(i) hereof, pay Executive the Base Salary that Executive would have been paid pursuant to Section 3(a) hereof from the effective date of termination through the date the Employment Period would have expired if Executive's deathemployment had not been sooner terminated based on a Disability Determination; or (v) provide Executive (and upon his death his surviving spouse and minor children, if any) with the same coverage under the Core Plans that Executive (and his surviving spouse and minor children, if any) would have been provided pursuant to Section 3(g) hereof from the effective date of termination through the date the Employment Period would have expired if Executive's employment had not been sooner terminated based on a Disability Determination (subject to payment of the costs and contributions that such plans provide are the responsibility of the insured employee); and (vi) provide Executive (and his surviving spouse and minor children, if any) with the health insurance continuation benefits set forth in Section (b)(i), beginning on the date of the expiration of the term health insurance coverage provided under the Core Plans pursuant to Section 6(b)(v) (subject to the payment of the costs specified therein). Amounts payable under Subsections (ii) and (iv) of this AgreementSection 6(b) shall be paid as provided in Section 6(j). (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE during any period during which EXECUTIVE is incapable of performing his duties hereunder by reason of temporary disability.

Termination for Disability. (a) If EXECUTIVE shall become disabled as defined The Company and Executive acknowledge and agree that essential functions of Executive's position are unique and critical to the Company and that a disability condition which causes Executive to be unable to perform the essential functions of his position even with reasonable accommodations for a period in the BANK's then current disability plan (or, if no such plan is then in effect, if EXECUTIVE is permanently and totally disabled within the meaning of Section 22(e)(3) of the Code as determined by a physician designated by the Board), the BANK may terminate EXECUTIVE's employment for "Disability." (b) Upon EXECUTIVE's termination of employment for Disability, the BANK will pay EXECUTIVE, as disability pay, a bi-weekly payment equal to three-quarters (3/4) 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 excess 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; ninety (90) consecutive days or (ii) EXECUTIVE's full-time employment by another employer; for shorter periods aggregating one hundred eighty (iii180) EXECUTIVE attaining the age of sixty-days in any three hundred sixty five (65365) consecutive day period, shall constitute an undue hardship on the Company. If the Company determines in good faith upon medical certification, and after consultation with Executive (and, if requested by Executive, with Executive's physician(s); or ), that Executive is disabled and unable to perform the essential functions of his position even with reasonable accommodations for such period, the Company may give Executive written notice of its intention to terminate Executive's employment hereunder. Executive shall have the right to dispute the Company's determination as set forth in Section 12. Subject to the foregoing, if the Executive's employment is terminated by the Company pursuant to this Section 7.2, the Company shall promptly (ivbut in no event later than sixty (60) EXECUTIVE's death; or days following the date of termination) pay the Executive any Base Salary and Annual Bonus, accrued and unpaid, through the date of termination pursuant to this Section 7.2, less applicable payroll taxes, withholdings and deductions, together with any unpaid expense reimbursements owed Executive under Section 6 hereof (v) the expiration it being understood and agreed that no portion of the term of this Agreement. The disability pay Annual Bonus described in Section 3 shall be reduced by deemed accrued unless Executive was employed with the amount, if any, paid to EXECUTIVE under any plan Company as of the BANK providing disability last day of the fiscal year to which such Annual Bonus award applies). Executive shall also be entitled to any fringe benefits to EXECUTIVE. (c) The BANK will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the BANK for EXECUTIVE which have vested on Executive's behalf prior to his termination. Except as provided in Sections 4, 6, 7.2, 7.6, 8, 9 and 11, which the parties agree survive the termination for Disability. This coverage and payments shall cease upon the earlier of (i) the date EXECUTIVE returns to the full-time employment of the BANKExecutive pursuant this Section 7.2, in upon termination of the same capacity as he was employed prior to his termination for Disability and Executive's employment hereunder pursuant to an employment agreement between EXECUTIVE and this Section 7.2, the BANK; (ii) EXECUTIVE's full-time employment by another employer; (iii) EXECUTIVE's attaining the age of sixty-five (65); (iv) EXECUTIVE's death; parties shall have no further rights or (v) the expiration of the term of obligations under this Agreement. (db) Notwithstanding Solely for purposes of the foregoingCompany making and/or defending a determination of disability as provided for in Section 7.2(a) above and after advance notice to Executive from Company and acknowledgment within seven (7) days by Executive to Company, there Executive hereby authorizes any health care provider or health care plan which has provided health care services or payment therefor on behalf of Executive, to disclose Executive's health information to the Board or officers and/or human resource personnel of the Company upon the request of any one or more of them. As used herein, the term “health information” means any and all health information (including but limited to, diagnoses, reports and test results) that may relate to Executive's fitness for employment by the Company, or to his status pursuant to this or any other agreement with, or policy of, the Company. The Company agrees to maintain the confidentiality of such information, and to cause its officers and other agents in receipt of such information to maintain the confidentiality of such information, and that such information shall be accessed by, and disclosed to, individual directors, officers, employees and agents of the Company strictly on a need to know basis. Executive understands and agrees to the following: (i) that he has the right to revoke the authorization contained in this Section 7.2(b) at any time by notifying the Company in writing that such revocation will only be no reduction in effective after it is received and logged by the compensation otherwise payable Company, and that any use or disclosure made prior to EXECUTIVE during revocation under this Section 7.2(b) will not be affected by the revocation; (ii) that after Executive's health information is disclosed, federal law might not protect it, and it may be redisclosed by the recipient; (iii) that Executive's continued employment and position with the Company are subject to his consent to this authorization and authorizing release of any period during which EXECUTIVE additional health care information that the Company requests; (iv) that the Board is incapable entitled to receive a copy of performing his duties hereunder by reason this Agreement, including this authorization; and (v) that this authorization will expire upon the termination of temporary disabilityExecutive's employment with the Company.

Termination for Disability. (a) If EXECUTIVE shall become disabled If, as defined in the BANKa result of Executive's then current disability plan (orpermanent incapacity due to injury or sickness, if no such plan is then in effect, if EXECUTIVE is permanently and totally disabled within the meaning of Section 22(e)(3) of the Code as incapacity being determined by a physician designated doctor selected by the Board)Bank and the Executive, he shall have been absent from his duties with the Bank on a full-time basis for six (6) consecutive months, and within thirty (30) days after written notice of potential termination is given he shall not have returned to the full-time performance of his duties, the BANK Bank may terminate EXECUTIVEExecutive's employment for "Disability." (b) Upon EXECUTIVE's termination of employment for Disability, the BANK The Bank will pay EXECUTIVEExecutive, as disability pay, a bi-weekly payment an amount equal to three-quarters one hundred percent (3/4100%) of EXECUTIVEExecutive's bi-weekly rate of Base Salary on the effective date of such terminationtermination on a bi-weekly basis. These disability payments shall commence on the effective date of EXECUTIVEExecutive's termination and will end on the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANK Bank in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKBank; (ii) EXECUTIVE's full-time employment by another employer; (iii) EXECUTIVE attaining the age of sixty-five (65); or (iv) EXECUTIVEExecutive's death; or (viii) the expiration of Executive reaching age 65. Notwithstanding any other provisions to the term of contrary, any amounts due under this Agreement. The disability pay subsection (b) shall first be reduced by any benefits payable to the amount, if any, paid Executive under a disability insurance policy provided by the Bank or any amounts the Bank pays to EXECUTIVE under any plan of Executive in the BANK providing disability benefits event he returns on a part-time basis or in a capacity other than that held immediately prior to EXECUTIVEbeing terminated for Disability. (c) The BANK Bank will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the BANK Bank for EXECUTIVE Executive prior to his termination for Disability. This Disability coverage under this subsection (c) and payments shall cease upon the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANK, Bank in the same capacity as he was employed a position qualifying him for benefits comparable to those received immediately prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE and the BANKDisability; (ii) EXECUTIVE's full-time employment by another employer; (iii) EXECUTIVE's attaining the age of sixty-five (65); (iv) EXECUTIVEExecutive's death; or (viii) the expiration of Executive reaching the term of this Agreementage 65. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE Executive during any period during which EXECUTIVE Executive is incapable of performing his duties hereunder by reason of temporary disability.

Termination for Disability. (a) If EXECUTIVE shall become disabled If, as defined in the BANKa result of Executive's then current disability plan (orpermanent incapacity due to injury or sickness, if no such plan is then in effect, if EXECUTIVE is permanently and totally disabled within the meaning of Section 22(e)(3) of the Code as incapacity being determined by a physician designated doctor selected by the Board)Holding Company or its subsidiaries and the Executive, he shall have been absent from his duties with the Holding Company or its subsidiaries on a full-time basis for six (6) consecutive months, and within thirty (30) days after written notice of potential termination is given he shall not have returned to the full-time performance of his duties, the BANK Holding Company may terminate EXECUTIVEExecutive's employment for "Disability." (b) Upon EXECUTIVE's termination of employment for Disability, the BANK The Holding Company or its subsidiaries will pay EXECUTIVEExecutive, as disability pay, a bi-weekly payment equal to three-quarters one hundred percent (3/4100%) of EXECUTIVEExecutive's bi-weekly monthly rate of Base Salary on the effective date of such termination. These disability payments shall commence on the effective date of EXECUTIVEExecutive's termination and will end on the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANK Holding Company in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKHolding Company; (ii) EXECUTIVE's full-time employment by another employer; (iii) EXECUTIVE attaining the age of sixty-five (65); or (iv) EXECUTIVEExecutive's death; or (viii) the expiration of Executive reaching age 65. Notwithstanding any other provisions to the term of contrary, any amounts due under this Agreement. The disability pay subsection (b) shall first be reduced by any benefits payable to the amount, if any, paid to EXECUTIVE Executive under any plan of a disability insurance policy provided by the BANK providing disability benefits to EXECUTIVEHolding Company or its subsidiaries. (c) The BANK Holding Company or its subsidiaries will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the BANK Holding Company or its subsidiaries for EXECUTIVE Executive prior to his termination for Disability. This Disability coverage under this subsection (c) and payments shall cease upon the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANKHolding Company, in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKHolding Company; (ii) EXECUTIVE's full-time employment by another employer; (iii) EXECUTIVE's attaining the age of sixty-five (65); (iv) EXECUTIVEExecutive's death; or (viii) the expiration Executive reaching the age of the term of this Agreement65. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE Executive during any period during which EXECUTIVE Executive is incapable of performing his duties hereunder by reason of temporary disability.

Termination for Disability. (a) If EXECUTIVE the Executive shall become disabled as defined in the BANKBank's then current disability plan (or, if no such plan is then in effect, if EXECUTIVE the Executive is permanently and totally disabled within the meaning of Section 22(e)(3) of the Code as determined by a physician designated by the Board), the BANK Bank may terminate EXECUTIVEExecutive's employment for "Disability." (b) Upon EXECUTIVEthe Executive's termination of employment for Disability, the BANK Bank will pay EXECUTIVEExecutive, as disability pay, a bi-weekly payment equal to three-quarters (3/4) of EXECUTIVEExecutive's bi-weekly rate of Base Salary on the effective date of such termination. These disability payments shall commence on the effective date of EXECUTIVEExecutive's termination and will end on the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANK Bank in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKBank; (ii) EXECUTIVEExecutive's full-time employment by another employer; (iii) EXECUTIVE Executive attaining the age of sixty-five (65); or (iv) EXECUTIVEExecutive's death; or (v) the expiration of the term of this Agreement. The disability pay shall be reduced by the amount, if any, paid to EXECUTIVE the Executive under any plan of the BANK Bank providing disability benefits to EXECUTIVEthe Executive. (c) The BANK Bank will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the BANK Bank for EXECUTIVE Executive prior to his termination for Disability. This coverage and payments shall cease upon the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANKBank, in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKBank; (ii) EXECUTIVEExecutive's full-time employment by another employer; (iii) EXECUTIVEExecutive's attaining the age of sixty-five (65); (iv) EXECUTIVEthe Executive's death; or (v) the expiration of the term of this Agreement. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE Executive during any period during which EXECUTIVE Executive is incapable of performing his duties hereunder by reason of temporary disability.

Termination for Disability. (a) If EXECUTIVE shall become disabled as defined in the BANK's then current disability plan (or, if no such plan is then in effect, if EXECUTIVE is permanently and totally disabled within the meaning of Section 22(e)(3) of the Code as determined by a physician designated by the Board), the BANK may terminate EXECUTIVE's employment for "Disability." (b) Upon EXECUTIVE's termination of employment for Disability, the BANK will pay EXECUTIVE, as disability pay, a bi-weekly payment equal to three-three- quarters (3/4) 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 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) EXECUTIVE attaining the age of sixty-five (65); or (iv) EXECUTIVE's death; or (v) the expiration of the term of this Agreement. The disability pay shall be reduced by the amount, if any, paid to EXECUTIVE under any plan of the BANK providing disability benefits to EXECUTIVE. (c) The BANK will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the BANK for EXECUTIVE prior to his termination for Disability. This coverage and payments 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) EXECUTIVE's attaining the age of sixty-five (65); (iv) EXECUTIVE's death; or (v) the expiration of the term of this Agreement. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE during any period during which EXECUTIVE is incapable of performing his duties hereunder by reason of temporary disability.his

Termination for Disability. If due to illness or physical or mental disability, Executive fails to perform the material duties required by this Agreement during any one hundred twenty (a120) If EXECUTIVE shall become disabled as defined consecutive days during the Term of this Agreement, or for shorter periods aggregating one hundred fifty days (150) days in any twelve (12) month period, the BANKCompany may terminate this Agreement, subject to the notice provisions set forth in Section 2 hereof. In such event, the Company will pay Executive (and Executive's then current disability plan eligible dependents with respect to paragraph (or, if no such plan is then in effect, if EXECUTIVE is permanently and totally disabled within 3) below) the meaning of Section 22(e)(3following: (1) all accrued but unpaid amounts of the Code as determined by a physician designated by the Board)Base Salary, the BANK may terminate EXECUTIVE's employment for "Disability." (b) Upon EXECUTIVE's termination of employment for Disability, the BANK will pay EXECUTIVE, as disability pay, a bi-weekly payment equal to three-quarters (3/4) of EXECUTIVE's bi-weekly rate of Base Salary on cash and stock bonuses and unused paid vacation and personal time through the effective date of such termination. These disability payments shall commence , payable in accordance with the provisions of Sections 3(a), (d) and (g) above, plus any amounts of unreimbursed relocation expenses or legal expenses payable pursuant to Sections 3(b) and (c) above (which amounts will be paid to Executive on the effective date of EXECUTIVE's termination and a tax-adjusted basis), plus any unreimbursed business expenses payable pursuant to Section 3(c) above, which amounts will end be paid on or before 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; required by applicable law or (ii) EXECUTIVE's full-time employment by another employerthe 30th day following the effective date of termination; and (iii2) EXECUTIVE attaining any vested benefits or amounts pursuant to Section 3(f) hereof through the age effective date of sixty-five termination, payable in accordance with the provisions of any such programs or plans; and (65); or (iv) EXECUTIVE's death; or (v3) the expiration costs of continuation of the term Executive's health insurance benefits specified in Section 3(f)(1) to the maximum extent permitted under the federal Consolidated Omnibus Budget Reconciliation Act ("COBRA"), provided the Executive timely elects such continuation. This Section 4(e) will not limit the entitlement of this Agreement. The Executive, his estate or beneficiaries to any disability pay shall be reduced by the amount, if any, paid or other benefits available to EXECUTIVE Executive under any disability insurance or other benefits plan of the BANK providing disability benefits to EXECUTIVE. (c) The BANK will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage or policy that is maintained by the BANK Company for EXECUTIVE prior to his termination for Disability. This coverage and payments 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) EXECUTIVEExecutive's full-time employment by another employer; (iii) EXECUTIVE's attaining the age of sixty-five (65); (iv) EXECUTIVE's death; or (v) the expiration of the term of this Agreementbenefit. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE during any period during which EXECUTIVE is incapable of performing his duties hereunder by reason of temporary disability.

Termination for Disability. (a) If EXECUTIVE If, as a result of Executive's incapacity due to physical or mental illness, he shall become disabled as defined in have been absent from his duties with the BANK's then current disability plan Bank on a full-time basis for twelve (or12) consecutive months, if no such plan and within thirty (30) days after written notice of potential termination is then in effect, if EXECUTIVE is permanently and totally disabled within given he shall not have returned to the meaning full-time performance of Section 22(e)(3) of the Code as determined by a physician designated by the Board)his duties, the BANK Bank may terminate EXECUTIVEExecutive's employment for "Disability." (b) Upon EXECUTIVE's termination of employment for Disability, the BANK The Bank will pay EXECUTIVEExecutive, as disability pay, a bi-weekly payment equal to three-quarters sixty percent (3/460%) of EXECUTIVEExecutive's bi-weekly rate of Base Salary on the effective date of such termination. These disability payments shall commence on the effective date of EXECUTIVEExecutive's termination and will end on the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANK Bank in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKBank; (ii) EXECUTIVEExecutive's full-time employment by another employer; (iii) EXECUTIVE Executive attaining the normal age of sixty-five (65)retirement or receiving benefits under the Bank's Defined Benefit Plan; or (iv) EXECUTIVEExecutive's death; or (v) Executive's eligibility to collect payments under the expiration disability provision of the term of this AgreementBank's Defined Benefit Plan. The Notwithstanding any other provision to the contrary, the Bank may apply any proceeds from disability pay shall be reduced income insurance for Executive which was paid for by the amount, if any, paid to EXECUTIVE Bank or Holding Company as partial satisfaction of its obligations under any plan of the BANK providing disability benefits to EXECUTIVEthis Section. (c) The BANK Bank will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the BANK Bank for EXECUTIVE Executive prior to his termination for Disability. This coverage and payments shall cease upon the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANKBank, in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKBank; (ii) EXECUTIVEExecutive's full-time employment by another employer; (iii) EXECUTIVEExecutive's attaining the normal age of sixty-five (65)retirement or receiving benefits under the Bank's Defined Benefit Plan; (iv) EXECUTIVEthe Executive's death; or (v) the expiration Executive's eligibility to collect payments under the disability provision of the term of this AgreementDefined Benefit Plan. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE Executive during any period during which EXECUTIVE Executive is incapable of performing his duties hereunder by reason of temporary disability.

Termination for Disability. (a) If EXECUTIVE the Executive shall become disabled as defined in the BANKBank's then current disability plan (or, if no such plan is then in effect, if EXECUTIVE the Executive is permanently and totally disabled within the meaning of Section 22(e)(3) of the Code as determined by a physician designated by the Board), the BANK Bank may terminate EXECUTIVEExecutive's employment for "Disability." (b) Upon EXECUTIVEthe Executive's termination of employment for Disability, the BANK Bank will pay EXECUTIVEExecutive, as disability pay, a bi-weekly payment equal to three-three- quarters (3/4) of EXECUTIVEExecutive's bi-weekly rate of Base Salary on the effective date of such termination. These disability payments shall commence on the effective date of EXECUTIVEExecutive's termination and will end on the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANK Bank in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKBank; (ii) EXECUTIVEExecutive's full-time employment by another employer; (iii) EXECUTIVE Executive attaining the age of sixty-five (65); or (iv) EXECUTIVEExecutive's death; or (v) the expiration of the term of this Agreement. The disability pay shall be reduced by the amount, if any, paid to EXECUTIVE the Executive under any plan of the BANK Bank providing disability benefits to EXECUTIVEthe Executive. (c) The BANK Bank will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the BANK Bank for EXECUTIVE Executive prior to his termination for Disability. This coverage and payments shall cease upon the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANKBank, in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKBank; (ii) EXECUTIVEExecutive's full-time employment by another employer; (iii) EXECUTIVEExecutive's attaining the age of sixty-five (65); (iv) EXECUTIVEthe Executive's death; or (v) the expiration of the term of this Agreement. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE Executive during any period during which EXECUTIVE Executive is incapable of performing his duties hereunder by reason of temporary disability.

Termination for Disability. In the event that Executive’s employment is terminated during the Employment Period based on a Disability Determination, the Bank shall: (ai) If EXECUTIVE shall become disabled pay Executive his Earned Salary (as defined in above); (ii) pay Executive an amount equal to the BANK's then current disability plan (orcash incentive compensation, if no such plan any, that the Board determines in its sole and absolute discretion that Executive is then in effect, if EXECUTIVE is permanently and totally disabled within to receive during the meaning of Section 22(e)(3) current year based on Executive’s demonstrable achievement of the Code as determined by a physician designated by objectives set forth in Executive’s incentive compensation program for the Board)current year, prorated based on the BANK may terminate EXECUTIVE's employment for "Disability." (b) Upon EXECUTIVE's termination number of employment for Disability, the BANK will pay EXECUTIVE, as disability pay, a bi-weekly payment equal days during such year that elapsed prior to three-quarters (3/4) of EXECUTIVE's bi-weekly rate of Base Salary on the effective date of the termination of Executive’s employment (“Prorated Incentive Compensation”); (iii) make, for the benefit of Executive, the matching 401(k) plan contribution that Executive is entitled to receive for the current year, prorated based on the number of days during such termination. These disability payments shall commence on year that elapsed prior to the effective date of EXECUTIVE's the termination and will end on the earlier of Executive’s employment (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) EXECUTIVE attaining the age of sixty-five (65); or (iv) EXECUTIVE's death; or (v) the expiration of the term of this Agreement. The disability pay shall be reduced by the amount, if any, paid to EXECUTIVE under any plan of the BANK providing disability benefits to EXECUTIVE. (c) The BANK will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the BANK for EXECUTIVE prior to his termination for Disability. This coverage and payments 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) EXECUTIVE's attaining the age of sixty-five (65“Accrued Plan Contribution”); (iv) EXECUTIVE's deathsubject to the disability insurance adjustment set forth in Section 3(i) hereof, pay Executive the Base Salary that Executive would have been paid pursuant to Section 3(a) hereof from the effective date of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination; or and (v) provide Executive (and upon his death his surviving spouse and minor children, if any) with the expiration same coverage under the Core Plans that Executive (and his surviving spouse and minor children, if any) would have been provided pursuant to Section 3(g) hereof from the effective date of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination (subject to payment of the term costs and contributions that such plans provide are the responsibility of the insured employee). Amounts payable under Subsections (ii) and (iv) of this AgreementSection 6(b) shall be paid in equal installments over the period beginning on the Bank’s first regular payroll date after the effective date of termination and continuing through the Bank’s first regular payroll date after the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE during any period during which EXECUTIVE is incapable of performing his duties hereunder by reason of temporary disability.

Termination for Disability. (a) If EXECUTIVE shall become disabled as defined The Company and Executive acknowledge and agree that essential functions of Executive’s position are unique and critical to the Company and that a disability condition which causes Executive to be unable to perform the essential functions of his position even with reasonable accommodations for a period in the BANK's then current disability plan (or, if no such plan is then in effect, if EXECUTIVE is permanently and totally disabled within the meaning of Section 22(e)(3) of the Code as determined by a physician designated by the Board), the BANK may terminate EXECUTIVE's employment for "Disability." (b) Upon EXECUTIVE's termination of employment for Disability, the BANK will pay EXECUTIVE, as disability pay, a bi-weekly payment equal to three-quarters (3/4) 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 excess 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; ninety (90) consecutive days or (ii) EXECUTIVE's full-time employment by another employer; for shorter periods aggregating one hundred eighty (iii180) EXECUTIVE attaining the age of sixty-days in any three hundred sixty five (65365) consecutive day period, shall constitute an undue hardship on the Company. If the Company determines in good faith upon medical certification, and after consultation with Executive (and, if requested by Executive, with Executive’s physician(s); or ), that Executive is disabled and unable to perform the essential functions of his position even with reasonable accommodations for such period, the Company may give Executive written notice of its intention to terminate Executive’s employment hereunder. Executive shall have the right to dispute the Company’s determination as set forth in Section 12. Subject to the foregoing, if the Executive’s employment is terminated by the Company pursuant to this Section 7.2, the Company shall promptly (ivbut in no event later than sixty (60) EXECUTIVE's death; or days following the date of termination) pay the Executive any Base Salary and Annual Bonus, accrued and unpaid, through the date of termination pursuant to this Section 7.2, less applicable payroll taxes, withholdings and deductions, together with any unpaid expense reimbursements owed Executive under Section 6 hereof (v) the expiration it being understood and agreed that no portion of the term of this Agreement. The disability pay Annual Bonus described in Section 3 shall be reduced by deemed accrued unless Executive was employed with the amount, if any, paid to EXECUTIVE under any plan Company as of the BANK providing disability last day of the fiscal year to which such Annual Bonus award applies). Executive shall also be entitled to any fringe benefits to EXECUTIVE. (c) The BANK will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the BANK for EXECUTIVE which have vested on Executive’s behalf prior to his termination. Except as provided in Sections 4, 6, 7.2, 7.6, 8, 9 and 11, which the parties agree survive the termination for Disability. This coverage and payments shall cease upon the earlier of (i) the date EXECUTIVE returns to the full-time employment of the BANKExecutive pursuant this Section 7.2, in upon termination of the same capacity as he was employed prior to his termination for Disability and Executive’s employment hereunder pursuant to an employment agreement between EXECUTIVE and this Section 7.2, the BANK; (ii) EXECUTIVE's full-time employment by another employer; (iii) EXECUTIVE's attaining the age of sixty-five (65); (iv) EXECUTIVE's death; parties shall have no further rights or (v) the expiration of the term of obligations under this Agreement. (db) Notwithstanding Solely for purposes of the foregoingCompany making and/or defending a determination of disability as provided for in Section 7.2(a) above and after advance notice to Executive from Company and acknowledgment within seven (7) days by Executive to Company, there Executive hereby authorizes any health care provider or health care plan which has provided health care services or payment therefor on behalf of Executive, to disclose Executive’s health information to the Board or officers and/or human resource personnel of the Company upon the request of any one or more of them. As used herein, the term “health information” means any and all health information (including but limited to, diagnoses, reports and test results) that may relate to Executive’s fitness for employment by the Company, or to his status pursuant to this or any other agreement with, or policy of, the Company. The Company agrees to maintain the confidentiality of such information, and to cause its officers and other agents in receipt of such information to maintain the confidentiality of such information, and that such information shall be accessed by, and disclosed to, individual directors, officers, employees and agents of the Company strictly on a need to know basis. Executive understands and agrees to the following: (i) that he has the right to revoke the authorization contained in this Section 7.2(b) at any time by notifying the Company in writing that such revocation will only be no reduction in effective after it is received and logged by the compensation otherwise payable Company, and that any use or disclosure made prior to EXECUTIVE during revocation under this Section 7.2(b) will not be affected by the revocation; (ii) that after Executive’s health information is disclosed, federal law might not protect it, and it may be redisclosed by the recipient; (iii) that Executive’s continued employment and position with the Company are subject to his consent to this authorization and authorizing release of any period during which EXECUTIVE additional health care information that the Company requests; (iv) that the Board is incapable entitled to receive a copy of performing his duties hereunder by reason this Agreement, including this authorization; and (v) that this authorization will expire upon the termination of temporary disabilityExecutive’s employment with the Company.

Termination for Disability. (a) If EXECUTIVE shall become disabled as defined the Executive (i) is unable to engage in the BANK's then current disability any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan (or, if no such plan is then in effect, if EXECUTIVE is permanently and totally disabled within the meaning of Section 22(e)(3) covering employees of the Code as determined by a physician designated by the Board)Bank, the BANK Bank may terminate EXECUTIVE's Executive’s employment for "“Disability."” (b) Upon EXECUTIVE's termination of employment for Disability, the BANK The Bank will pay EXECUTIVEExecutive, as disability pay, a bi-weekly payment equal to three-quarters (3/4) 75% of EXECUTIVE's the 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 Executive’s termination and will end on the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANK Bank in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKBank; (ii) EXECUTIVE's Executive’s full-time employment by another employer; (iii) EXECUTIVE Executive attaining the a Retirement age of sixty-five (65)age 65 as identified in Section 7; or (iv) EXECUTIVE's Executive’s death; or (v) the expiration of the term of this Agreement. The disability pay shall be reduced by the amount, if any, paid to EXECUTIVE the Executive under any plan of the BANK Bank or the Company providing disability benefits to EXECUTIVEthe Executive. (c) The BANK Bank will cause to be continued life, medical, and dental and disability coverage substantially identical comparable, as reasonable or customarily available, to the coverage maintained by the BANK Bank for EXECUTIVE Executive prior to his termination for Disability, except to the extent such coverage may be changed in its application to all Bank employees. This coverage and payments shall cease upon the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANK, Bank in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKBank; (ii) EXECUTIVE's Executive’s full-time employment by another employer; (iii) EXECUTIVE's Executive attaining the Retirement age of sixty-five (65)as identified in Section 7; or (iv) EXECUTIVE's Executive’s death; or (v) the expiration of the term of this Agreement. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE Executive during any period during which EXECUTIVE Executive is incapable of performing his duties hereunder by reason of temporary disability.

Termination for Disability. (a) If EXECUTIVE As used in this Agreement, Executive's "Disability" shall become disabled the Executive's inability, as defined a result of a mental or physical disease or condition expected to continue indefinitely, to perform materially the services contemplated in the BANK's then current disability plan (or, if no such plan is then in effect, if EXECUTIVE is permanently and totally disabled within the meaning Agreement. The existence or nonexistence of Section 22(e)(3) of the Code as a Disability shall be determined by a an independent physician designated reasonably selected and agreed to by the Board)Company and the Executive. The Company may terminate Executive's employment hereunder in the event of Executive's Disability by giving Executive thirty (30) days' written notice. In such event, the BANK may terminate EXECUTIVECompany shall pay to Executive his Base Salary through the date of termination (which shall be thirty (30) days after written notice is given) and, thereafter, his Base Salary for a period of eleven (11) additional months after the date of termination, less net amounts received during that period from any long-term disability insurance provided under Article 3. The Base Salary shall be paid at the annual rate of Executive's employment for "Disability." (b) Upon EXECUTIVEBase Salary in effect on the date of Executive's termination of employment and shall be payable not less frequently than semi-monthly in accordance with the Company's executive compensation practices. The Company shall also pay to Executive a prorated bonus and incentive compensation payment based on the then applicable bonus plan/long -------------------------------------------------------------------------------- Employment Agreement Page 4 April ___, 2004 term incentive compensation program in an amount equal to the bonus/incentive payment that would otherwise be paid for Disabilitythe fiscal/calendar (depending on the plan or program) year in which Executive is terminated, multiplied by a fraction, the BANK will numerator of which is the number of days that Executive was employed during that year, and the denominator of which is 365, payable no later than thirty (30) days after the end of the fiscal/calendar year in which Executive's employment is terminated. The Company shall also pay EXECUTIVEExecutive's accrued but unused vacation, as disability payall deferred compensation owed to Executive under any other agreements, a bi-weekly payment equal and his expenses incurred prior to three-quarters such termination of employment reimbursable under Article 4. All benefits provided under Section 3.5 shall be extended, to the extent permitted by Company's insurance policies and benefit plans, for twelve (3/412) of EXECUTIVE's bi-weekly rate of Base Salary on months after the effective date of Executive's termination, except as required by law (e.g., COBRA health insurance continuation election). During the period benefits are provided Executive under this Section, the Executive and the Company shall continue to share the costs of such termination. These disability payments shall commence on the effective date of EXECUTIVE's termination and will end on the earlier of (i) the date EXECUTIVE returns to the full-time employment of the BANK benefits in the same capacity proportions as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE and they had at the BANK; (ii) EXECUTIVE's full-time employment by another employer; (iii) EXECUTIVE attaining the age of sixty-five (65); or (iv) EXECUTIVE's death; or (v) the expiration of the term of this Agreement. The disability pay Executive's termination; provided, however, that Company shall only be reduced by required to contribute such amounts as were paid under the amount, if any, paid to EXECUTIVE under any plan of the BANK providing disability benefits to EXECUTIVE. (c) The BANK will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the BANK for EXECUTIVE prior to his termination for Disability. This coverage and payments shall cease upon the earlier of (i) benefit plans in effect on the date EXECUTIVE returns of termination. In the event of termination under this Section 5.3, all of Executive's stock options shall continue to vest during the full-time employment eleven (11) month period Executive continues to receive his Base Salary, and all vested stock options shall remain exercisable until the original date 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) EXECUTIVE's attaining the age of sixty-five (65); (iv) EXECUTIVE's death; or (v) the expiration of the term of this Agreementexpiration. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE during any period during which EXECUTIVE is incapable of performing his duties hereunder by reason of temporary disability.

Termination for Disability. (a) If EXECUTIVE Employee is unable, after any reasonable accommodation required by law, to perform Employee’s duties and responsibilities hereunder by reason of illness injury or incapacity for more than six (6) consecutive months, during which time the Company shall become disabled as defined in the BANK's then current disability plan continue to compensate Employee hereunder (or, if no with such plan is then in effect, if EXECUTIVE is permanently and totally disabled within the meaning of Section 22(e)(3) of the Code as determined by a physician designated compensation to be reduced by the Boardamount of any disability payment or similar payment received by Employee for this time period under any plan sponsored by the Company or through workers’ compensation), the BANK Employee’s employment hereunder may terminate EXECUTIVE's employment for "Disabilitybe terminated by Company." (b) Upon EXECUTIVE's In the event of a termination of Employee’s employment for Disabilityhereunder pursuant to Section 9.7(a), Employee will be entitled to receive all accrued but unpaid (as of the BANK will pay EXECUTIVE, as disability pay, a bi-weekly payment equal to three-quarters (3/4) of EXECUTIVE's bi-weekly rate of Base Salary on the effective date of such termination) Base Salary, Benefits and Cash Bonuses. These disability payments In addition, all outstanding options shall commence on become immediately vested and exercisable. Finally, for a period of thirty (30) months following the effective date of EXECUTIVE's termination and will end on the earlier of such termination: (i) the date EXECUTIVE returns Company will make monthly supplemental disability payments to the fullEmployee, each equal to one-time employment sixth (1/6) of Employee’s Base Salary as 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; date of termination; (ii) EXECUTIVE's fullthe Company will: (A) waive the applicable healthcare premium otherwise payable for COBRA continuation coverage for Employee (and, to the extent covered immediately prior to the date of Employee’s termination, her spouse and dependents), plus (B) once COBRA continuation coverage expires (unless such expiration is due to eligibility for other group health insurance or Medicare), reimburse Employee, on an after-time employment by another employertax basis, for premiums paid for health insurance coverage providing benefits substantially similar to those then provided to active employees of the Company; and (iii) EXECUTIVE attaining the age Company will continue to provide the Benefits described in items 1, 3, 7, and 8 of sixty-five (65); or (iv) EXECUTIVE's death; or (v) the expiration of the term of this Agreement. The disability pay shall be reduced by the amountSchedule A, if any, paid to EXECUTIVE under any plan of the BANK providing disability benefits to EXECUTIVEattached hereto. (c) The BANK Amounts payable under Section 9.7(a) or (b) will cause be reduced by any disability or life insurance benefits payable with respect to the same period under any Company funded disability or death benefit plan, policy or arrangement or under the Social Security Act. To the extent any insurance benefit described in the preceding sentence is exempt from federal income tax, then for purposes of this reduction, the amount of that insurance benefit will be deemed to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the BANK for EXECUTIVE prior to his termination for Disability. This coverage and payments shall cease upon the earlier of (i) the date EXECUTIVE returns to the full-time employment 150% of the BANK, in amount actually received by Employee. Amounts payable under Section 9.7(b) will be reduced by all amounts earned by Employee for the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE and performance of personal services during the BANK; thirty (ii30) EXECUTIVE's full-time employment by another employer; (iii) EXECUTIVE's attaining the age of sixty-five (65); (iv) EXECUTIVE's death; or (v) the expiration of the term of this Agreementmonth period therein described. (d) Notwithstanding For purposes of this Section 9.7, except as hereinafter provided, the foregoingdetermination as to whether Employee is disabled shall be made by a licensed physician selected by Employee and shall be based upon a full physical examination and good faith opinion by such physician. In the event that the Board of Directors disagrees with such physician’s conclusion, there will the Board of Directors may require that Employee submit to a full physical examination by another licensed physician selected by Employee and approved by the Company. If the two opinions shall be inconsistent, a third opinion shall be obtained after full physical examination by a third licensed physician selected by Employee and approved by the Company. The majority of the three opinions shall be conclusive. (e) Except as specifically set forth in this Section 9.7, the Company shall have no reduction in the liability or obligation to Employee for compensation otherwise payable to EXECUTIVE during any period during which EXECUTIVE is incapable of performing his duties hereunder or benefits by reason of temporary disabilitytermination pursuant to this Section 9.7.

Termination for Disability. (a) If EXECUTIVE Termination of the Executive’s employment based on “Disability” shall become disabled as defined in mean termination because of any physical or mental impairment which qualifies the BANK's then current Executive for disability benefits under the applicable long-term disability plan (maintained by the Company, the Bank or any subsidiary or, if no such plan is then in effectapplies, if EXECUTIVE is permanently which would qualify the Executive for disability benefits under the Federal Social Security System. The provisions of paragraph 6(b) and totally disabled within (c) shall apply upon the meaning of Section 22(e)(3) of the Code as determined by a physician designated by the Board), the BANK may terminate EXECUTIVE's termination Executive’s employment for "“Disability."” (b) Upon EXECUTIVE's termination of employment for Disability, The Bank or the BANK Company will pay EXECUTIVEExecutive, as disability pay, a bi-weekly payment equal to three-quarters (3/4) the 3/4 of EXECUTIVE's the 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 Executive’s termination and will end on the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANK Bank and the Company in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKBank or the Company; (ii) EXECUTIVE's Executive’s full-time employment by another employer; (iii) EXECUTIVE Executive attaining the age of sixty-five (65); or (iv) EXECUTIVE's Executive’s death; or (v) the expiration of the term of this Agreement. The disability pay shall be reduced by the amount, if any, paid to EXECUTIVE the Executive under any plan of the BANK Bank or the Company providing disability benefits to EXECUTIVEthe Executive. (c) The BANK Bank or the Company will cause to be continued life, medical, dental and disability coverage substantially identical comparable, as reasonable or customarily available, to the coverage maintained by the BANK Bank and the Company for EXECUTIVE Executive prior to his termination 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 for Disability. This coverage and payments shall cease upon the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANK, Bank and the Company in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKBank or the Company; (ii) EXECUTIVE's Executive’s full-time employment by another employer; (iii) EXECUTIVE's Executive attaining the age of sixty-five (65); or (iv) EXECUTIVE's Executive’s death; or (v) the expiration of the term of this Agreement. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE during any period during which EXECUTIVE is incapable of performing his duties hereunder by reason of temporary disability.

Termination for Disability. If, as a result of Executive’s incapacity due to an accident or physical or mental illness, Executive is substantially unable to perform Executive’s duties due to such physical or mental impairment, even with reasonable accommodation, for a period of ninety (90) consecutive days, or for a total of twenty-six (26) weeks, whether or not consecutive during any 365 day period, then the Board shall have the right to terminate Executive’s employment for “Permanent Disability” before the end of the applicable Term. The determination of whether Executive has a “Permanent Disability” shall be made by the Board by a majority vote after receiving a report from a physician and/or psychiatrist selected by the Board. Notwithstanding, if there is a third-party determination that the Executive is eligible for benefits under any policy for long-term disability benefits provided to the Executive by the Corporation, then this determination shall conclusively establish the Executive’s Permanent Disability and his employment will be terminated. (a) If EXECUTIVE shall become disabled In the event that Executive is Separated from Service as defined in a result of “Permanent Disability” during the BANK's then current disability plan (orTerm, if no such plan is then in effect, if EXECUTIVE is permanently and totally disabled within the meaning of Section 22(e)(3) his right to further pay or benefits will cease as of the Code Date of Termination. However, Executive shall receive a lump sum payment equal to (90) days of Executive’s then applicable Base Salary as determined by a physician designated by one-time severance, which shall be made within sixty (60) days after the Board), the BANK may terminate EXECUTIVE's employment for "DisabilityDate of Termination." (b) Upon EXECUTIVE's termination After Executive’s Separation from Service as a result of employment “Permanent Disability,” the Corporation shall also reimburse Executive, after receipt of reasonable documentation, for Disability, any premium payments made to maintain continuous medical and/or dental insurance coverage to which the BANK will pay EXECUTIVEExecutive is entitled under Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as disability pay, amended (commonly known as COBRA) for a bi-weekly payment equal to three-quarters period of six (3/46) of EXECUTIVE's bi-weekly rate of Base Salary on months from the effective date of such terminationDate of Termination. These disability reimbursement payments shall commence on the effective date of EXECUTIVE's termination and will end on the earlier of (i) the date EXECUTIVE returns be imputed as income to the full-time employment of the BANK in the same capacity as he was employed prior to his termination for Disability Executive and pursuant to an employment agreement between EXECUTIVE and the BANK; (ii) EXECUTIVE's full-time employment by another employer; (iii) EXECUTIVE attaining the age of sixty-five (65); or (iv) EXECUTIVE's death; or (v) the expiration of the term of this Agreement. The disability pay shall be reduced by the amount, if any, paid to EXECUTIVE under any plan of the BANK providing disability benefits to EXECUTIVEreported on a W-2. (c) The BANK will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the BANK for EXECUTIVE prior to his termination for Disability. This coverage and payments 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) EXECUTIVE's attaining the age of sixty-five (65); (iv) EXECUTIVE's death; or (v) the expiration of the term of this Agreement. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE during any period during which EXECUTIVE is incapable of performing his duties hereunder by reason of temporary disability.

Termination for Disability. (a) If EXECUTIVE If, as a result of Executive's incapacity due to physical or mental illness, he shall become disabled as defined in have been absent from his duties with the BANK's then current disability plan Bank on a full-time basis for three (or3) consecutive months, if no such plan and within thirty (30) days after written notice of potential termination is then in effectgiven, if EXECUTIVE is permanently and totally disabled within he shall not have returned to the meaning full-time performance of Section 22(e)(3) of the Code as determined by a physician designated by the Board)his duties, the BANK Bank may terminate EXECUTIVEExecutive's employment for "Disability." (b) Upon EXECUTIVE's termination of employment for Disability, the BANK The Bank will pay EXECUTIVEExecutive, as disability pay, a bi-weekly payment equal to three-quarters (3/4) of EXECUTIVEExecutive's bi-weekly rate of Base Salary on the effective date of such termination. These disability payments shall commence on the effective date of EXECUTIVEExecutive's termination and will end on the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANK Bank in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKBank; (ii) EXECUTIVEExecutive's full-time employment by another employer; (iii) EXECUTIVE Executive attaining the age of sixty-five (65); or (iv) EXECUTIVEExecutive's death; or (v) the expiration of the term of this Agreement. The disability pay shall be reduced by the amount, if any, paid to EXECUTIVE the Executive under any plan of the BANK Bank providing disability benefits to EXECUTIVEthe Executive. (c) The BANK Bank will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the BANK Bank for EXECUTIVE Executive prior to his termination for Disability. This coverage and payments shall cease upon the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANKBank, in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKBank; (ii) EXECUTIVEExecutive's full-time employment by another employer; ; (iii) EXECUTIVEExecutive's attaining the age of sixty-five (65); (iv) EXECUTIVEthe Executive's death; or (v) the expiration of the term of this Agreement. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE Executive during any period during which EXECUTIVE Executive is incapable of performing his duties hereunder by reason of temporary disability.

Termination for Disability. (a) If EXECUTIVE shall become disabled as defined As used in the BANKAgreement, Executive's then current disability plan (or, if no such plan is then in effect, if EXECUTIVE is permanently and totally disabled within the meaning of Section 22(e)(3) of the Code as determined by "Disability" shall mean a physician designated good faith determination by the Board), acting without participation by Executive, based on competent and independent medical evidence, that Executive, as a result of a mental or physical disease or condition expected to continue indefinitely, is incapable of performing a substantial portion of the services contemplated in the Agreement. The Company may terminate Executive's employment hereunder in the event of Executive's Disability by giving Executive thirty (30) days' written notice. In such event, the BANK may terminate EXECUTIVECompany shall pay to Executive her Base Salary through the date of termination (which shall be thirty (30) days after written notice is given) and, thereafter, her Base Salary for a period of eleven (11) additional months after the date of termination, less net amounts received during that period from any long-term disability insurance provided under Article 3. The Base Salary shall be paid at the annual rate of Executive's employment for "Disability." (b) Upon EXECUTIVEBase Salary in effect on the date of Executive's termination of employment and shall be payable not less frequently than semi-monthly in accordance with the Company's executive compensation practices. The Company shall also pay to Executive a prorated bonus and incentive compensation payment based on the then applicable bonus plan/long term incentive compensation program in an amount equal to the bonus/incentive payment that would otherwise be paid for Disabilitythe fiscal/calendar (depending on the plan or program) year in which Executive is terminated, multiplied by a fraction, the BANK will numerator of which is the number of days that Executive was employed during that year, and the denominator of which is 365, payable no later than sixty (60) days after the end of the fiscal/calendar year in which Executive's employment is terminated. The Company shall also pay EXECUTIVEExecutive's accrued but unused vacation, as disability payall deferred compensation owed to Executive under any other agreements, a bi-weekly payment equal and her expenses incurred prior to three-quarters such termination of employment reimbursable under Article 4. All benefits provided under Section 3.5 shall be extended, at Executive's election and cost, to the extent permitted by Company's insurance policies and benefit plans, for twelve (3/412) of EXECUTIVE's bi-weekly rate of Base Salary on months after the effective date of such Executive's termination, except as required by law (e.g., COBRA health insurance continuation election). These disability payments Within sixty (60) days of the Effective Date hereof, the Executive shall commence on the effective date of EXECUTIVE's termination and will end on the earlier of (i) the date EXECUTIVE returns provide to the full-time employment of Board written documentation from a licensed physician evidencing the BANK in the same capacity Executive's fitness for duty 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) EXECUTIVE attaining the age of sixty-five (65); or (iv) EXECUTIVE's death; or (v) the expiration of the term of this Agreement. The disability pay shall be reduced by the amount, if any, paid to EXECUTIVE under any plan of the BANK providing disability benefits to EXECUTIVEsuch duties are described herein. (c) The BANK will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the BANK for EXECUTIVE prior to his termination for Disability. This coverage and payments 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) EXECUTIVE's attaining the age of sixty-five (65); (iv) EXECUTIVE's death; or (v) the expiration of the term of this Agreement. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE during any period during which EXECUTIVE is incapable of performing his duties hereunder by reason of temporary disability.

Termination for Disability. (a) If EXECUTIVE the Executive shall become disabled as defined in the BANKAssociation's then current disability plan (or, if no such plan is then in effect, if EXECUTIVE the Executive is permanently and totally disabled within the meaning of Section 22(e)(3) of the Code as determined by a physician designated by the Board), the BANK Association may terminate EXECUTIVEExecutive's employment for "Disability." (b) Upon EXECUTIVEthe Executive's termination of employment for Disability, the BANK Association will pay EXECUTIVEExecutive, as disability pay, a bi-weekly payment equal to three-quarters (3/4) of EXECUTIVEExecutive's bi-weekly rate of Base Salary on the effective date of such termination. These disability payments shall commence on the effective date of EXECUTIVEExecutive's termination and will end on the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANK Association in the same capacity as he she was employed prior to his her termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKAssociation; (ii) EXECUTIVEExecutive's full-time employment by another employer; (iii) EXECUTIVE Executive attaining the age of sixty-five (65); or (iv) EXECUTIVEExecutive's death; or (v) the expiration of the term of this Agreement. The disability pay shall be reduced by the amount, if any, paid to EXECUTIVE the Executive under any plan of the BANK Association providing disability benefits to EXECUTIVEthe Executive. (c) The BANK Association will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the BANK Association for EXECUTIVE Executive prior to his her termination for Disability. This coverage and payments shall cease upon the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANKAssociation, in the same capacity as he she was employed prior to his her termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKAssociation; (ii) EXECUTIVEExecutive's full-time employment by another employer; (iii) EXECUTIVEExecutive's attaining the age of sixty-five (65); or (iv) EXECUTIVEthe Executive's death; or (v) the expiration of the term of this Agreement. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE Executive during any period during which EXECUTIVE Executive is incapable of performing his her duties hereunder by reason of temporary disability.

Termination for Disability. (a) If EXECUTIVE shall become disabled as defined in the BANK's then current disability plan (or, if no such plan is then in effect, if EXECUTIVE is permanently and totally disabled within the meaning of Section 22(e)(3) of the Code as determined by a physician designated by the Board), the BANK may terminate EXECUTIVE's employment for "Disability." (b) Upon EXECUTIVE's termination of employment for Disability, the BANK will pay EXECUTIVE, as disability pay, a bi-weekly payment equal to three-quarters (3/4) 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 of (i) the date EXECUTIVE returns to the full-time employment of the BANK in the same capacity as he she was employed prior to his her termination for Disability and pursuant to an employment agreement between EXECUTIVE and the BANK; (ii) EXECUTIVE's full-time employment by another employer; (iii) EXECUTIVE attaining the age of sixty-five (65); or (iv) EXECUTIVE's death; or (v) the expiration of the term of this Agreement. The disability pay shall be reduced by the amount, if any, paid to EXECUTIVE under any plan of the BANK providing disability benefits to EXECUTIVE. (c) The BANK will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the BANK for EXECUTIVE prior to his her termination for Disability. This coverage and payments 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 she was employed prior to his her termination for Disability and pursuant to an employment agreement between EXECUTIVE and the BANK; (ii) EXECUTIVE's full-time employment by another employer; (iii) EXECUTIVE's attaining the age of sixty-five (65); (iv) EXECUTIVE's death; or (v) the expiration of the term of this Agreement. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE during any period during which EXECUTIVE is incapable of performing his her duties hereunder by reason of temporary disability.

Termination for Disability. (a) If EXECUTIVE shall become disabled as defined in the BANK's then current disability plan (or, if no such plan is then in effect, if EXECUTIVE is permanently Executive becomes Totally and totally disabled within the meaning of Section 22(e)(3) of the Code as determined by a physician designated by the Board), the BANK may terminate EXECUTIVE's employment for "Disability." (b) Upon EXECUTIVE's termination of employment for Disability, the BANK will pay EXECUTIVE, as disability pay, a bi-weekly payment equal to three-quarters (3/4) 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 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) EXECUTIVE attaining the age of sixty-five (65); or (iv) EXECUTIVE's death; or (v) the expiration of Permanently Disabled during the term of this Agreement, Executive's employment may be terminated by the Employer at any time during the continuance of such disability. The disability pay Executive is Totally and Permanently Disabled if he is unable to perform each of the material duties of his employment under this Agreement, by reason of any disability, illness, accident or condition, for a period of more than six consecutive months during any twelve-month period, which is expected to continue for more than one year as certified by a medical doctor of Executive's own choosing and concurred in by a doctor of Employer's choosing. Upon termination as described in this Section 2.3, Executive shall be reduced by entitled to receive (a) an amount equal to one hundred percent (100%) of Executive's annual base salary at the amountdate of termination, if any(b) Executive's theretofore unpaid base salary and incentive compensation for the period of employment, paid prorated to EXECUTIVE under any plan the end of the BANK providing disability benefits to EXECUTIVE. calendar month in which such termination occurs, and (c) The BANK will cause compensation for accrued but unused vacation time. In addition, at Employer's cost, Employer shall continue to be continued lifeprovide Executive with the following benefits, consistent with the terms and conditions set forth in Section 1.5 hereof: (i) life insurance and medical, dental and disability coverage substantially identical optical insurance, to the coverage maintained by the BANK for EXECUTIVE prior to his termination for Disability. This coverage and payments shall cease upon the earlier of (i) the date EXECUTIVE returns to the full-time employment of the BANK, in extent the same capacity as he was employed prior to his termination for Disability can be provided under the arrangements in effect at the time of termination, and pursuant to an employment agreement between EXECUTIVE and the BANK; (ii) EXECUTIVEany other benefits to which the Executive is entitled by law or the specific terms of Employer's full-policies in effect at the time employment of his termination of employment. Benefits will be continued pursuant to this Section 2.3 for a period of twelve (12) months from the date of termination of employment, unless Executive becomes employed by another employer; (iii) EXECUTIVE's attaining the age of sixty-five (65); (iv) EXECUTIVE's death; or (v) the expiration of the term of company and becomes eligible for employment benefits substantially similar to those which would otherwise be provided under this AgreementSection. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE during any period during which EXECUTIVE is incapable of performing his duties hereunder by reason of temporary disability.

Termination for Disability. (aIf at any time during the term of this Agreement other than following a Change in Control to which Section 6(c) If EXECUTIVE applies Executive shall become disabled unable to perform her duties as defined in the BANK's then current disability plan (oran employee as a result of incapacity, if no such plan is then in effect, if EXECUTIVE is permanently and totally disabled within the meaning of Section 22(e)(3) of the Code as determined by a physician designated by the Board), the BANK may terminate EXECUTIVE's employment for "Disability." (b) Upon EXECUTIVE's which gives rise to termination of employment for Disability, then in addition to salary and vacation accrued through the BANK will pay EXECUTIVETermination Date, as disability pay, a bi-weekly payment equal Executive shall be entitled to three-quarters (3/4) of EXECUTIVE's bi-weekly rate of Base Salary on receive 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 of following: (i) continued salary for a period of three years following the date EXECUTIVE returns Termination Date, payable in accordance with the Company's regular payroll schedule as in effect from time 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; time, (ii) EXECUTIVEat the Termination Date, Executive's full-time employment by another employer; minimum target bonus for the fiscal year in which the Termination Date occurs (plus any unpaid bonus from the prior fiscal year), (iii) EXECUTIVE attaining following the age end of sixty-five (65); or the fiscal year in which the Termination Date occurs and management bonuses have been determined, any bonus that would have been payable to Executive under the bonus plan in excess of Executive's target bonus, (iv) EXECUTIVE's death; or acceleration in full of vesting of all outstanding stock options held by Executive (and in this regard, all such options and other exercisable rights held by Executive shall remain exercisable one year following the Termination Date (v) (A) continuation of group health benefits at the expiration of Company's cost pursuant to the term of this Agreement. The disability pay Company's standard programs as in effect from time to time (or at the Company's election substantially similar health benefits as in effect at the Termination Date, through a third party carrier) for Executive, her spouse and any children, for three years following the Termination Date, and (B) thereafter, to the extent COBRA shall be reduced by the amount, if any, paid to EXECUTIVE under any plan of the BANK providing disability benefits to EXECUTIVE. (c) The BANK will cause to be continued life, medical, dental and disability coverage substantially identical applicable to the coverage maintained by Company, continuation of health benefits for such persons at Executive's cost, for a period of 18 months or such longer period as may be applicable under the BANK for EXECUTIVE prior Company's policies then in effect, provided the Executive makes the appropriate election and payments, and (vi) no other compensation, severance or other benefits, except only that this provision shall not limit any benefits otherwise available to his termination for Disability. This coverage and payments shall cease upon the earlier of (iExecutive under Section 6(c) the date EXECUTIVE returns to the full-time employment of the BANK, in the same capacity as he was employed prior to his case of a termination for Disability and pursuant to an employment agreement between EXECUTIVE and the BANK; (ii) EXECUTIVE's full-time employment by another employer; (iii) EXECUTIVE's attaining the age of sixty-five (65); (iv) EXECUTIVE's death; or (v) the expiration of the term of this Agreement. (d) following a Change in Control. Notwithstanding the foregoing, there will be no reduction however, the Company may deduct from the salary specified in clause (i) hereof the compensation otherwise payable to EXECUTIVE during amount of any period during which EXECUTIVE is incapable of performing his duties hereunder payments then received by reason of temporary disabilityExecutive under any disability benefit program maintained by the Company.

Termination for Disability. (a) If EXECUTIVE shall become disabled If, as defined in the BANKa result of Executive's then current disability plan (orincapacity due to physical or mental illness, if no such plan is then in effect, if EXECUTIVE is permanently and totally disabled within the meaning of Section 22(e)(3) of the Code as incapacity being determined by a physician designated doctor selected by the Board)Bank, he shall have been absent from his duties with the Bank on a full-time basis for six (6) consecutive months, and within thirty (30) days after written notice of potential termination is given he shall not have returned to the full-time performance of his duties, the BANK Bank may terminate EXECUTIVEExecutive's employment for "Disability." (b) Upon EXECUTIVE's termination of employment for Disability, the BANK The Bank will pay EXECUTIVEExecutive, as disability pay, a bi-weekly payment equal to three-quarters one hundred percent (3/4100%) of EXECUTIVEExecutive's bi-weekly rate of Base Salary on the effective date of such termination. These disability payments shall commence on the effective date of EXECUTIVEExecutive's termination and will end on the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANK Bank in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKBank; (ii) EXECUTIVEExecutive's full-time employment by another employer; (iii) EXECUTIVE Executive attaining the normal age of sixty-five (65)retirement or receiving benefits under any Defined Benefit Plan of the Bank; or (iv) EXECUTIVEExecutive's death; or (v) the expiration of the term of this Agreement. The Notwithstanding any other provisions to the contrary, the Bank may apply any proceeds from disability pay shall be reduced income insurance for Executive which was paid for by the amount, if any, paid to EXECUTIVE under any plan Bank or Holding Company as partial satisfaction of the BANK providing disability benefits to EXECUTIVEBank's obligations under this Section. (c) The BANK Bank will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the BANK Bank for EXECUTIVE Executive and his dependants prior to his termination for Disability. This coverage and payments shall cease upon the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANKBank, in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKBank; (ii) EXECUTIVEExecutive's full-time employment by another employer; (iii) EXECUTIVEExecutive's attaining the normal age of sixty-five (65)retirement or receiving benefits under any Defined Benefit Plan of the Bank; (iv) EXECUTIVEthe Executive's death; or (v) the expiration of the term of this Agreement. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE Executive during any period during which EXECUTIVE Executive is incapable of performing his duties hereunder by reason of temporary disability.

Termination for Disability. (a) If EXECUTIVE shall become disabled as defined in the BANK's then current disability plan (or, if no such plan is then in effect, if EXECUTIVE is permanently Executive becomes Totally and totally disabled within the meaning of Section 22(e)(3) of the Code as determined by a physician designated by the Board), the BANK may terminate EXECUTIVE's employment for "Disability." (b) Upon EXECUTIVE's termination of employment for Disability, the BANK will pay EXECUTIVE, as disability pay, a bi-weekly payment equal to three-quarters (3/4) 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 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) EXECUTIVE attaining the age of sixty-five (65); or (iv) EXECUTIVE's death; or (v) the expiration of Permanently Disabled during the term of this Agreement, Executive’s employment may be terminated by the Employer at any time during the continuance of such disability. The disability pay Executive is Totally and Permanently Disabled if he is unable to perform each of the material duties of his employment under this Agreement, by reason of any disability, illness, accident or condition, for a period of more than six consecutive months during any twelve-month period, which is expected to continue for more than one year as certified by a medical doctor of Executive’s own choosing and concurred in by a doctor of Employer’s choosing. Upon termination as described in this Section 2.3, Executive shall be reduced by entitled to receive (a) an amount equal to one hundred percent (100%) of Executive’s annual base salary at the amountdate of termination, if any(b) Executive’s theretofore unpaid base salary and incentive compensation for the period of employment, paid prorated to EXECUTIVE under any plan the end of the BANK providing disability benefits to EXECUTIVE. calendar month in which such termination occurs, and (c) The BANK will cause compensation for accrued but unused vacation time within thirty (30) days after the termination of Executive pursuant to be continued lifethis Section 2.3, and until such amounts are paid in full to Executive, interest shall accrue on said amount as of the date first due at the rate of eighteen percent (18%) per annum, compounded daily. In addition, at Employer’s cost, Employer shall continue to provide Executive with the following benefits, consistent with the terms and conditions set forth in Section 1.5 hereof: (i) life insurance and medical, dental and disability coverage substantially identical optical insurance, to the coverage maintained by the BANK for EXECUTIVE prior to his termination for Disability. This coverage and payments shall cease upon the earlier of (i) the date EXECUTIVE returns to the full-time employment of the BANK, in extent the same capacity as he was employed prior to his termination for Disability can be provided under the arrangements in effect at the time of termination, and pursuant to an employment agreement between EXECUTIVE and the BANK; (ii) EXECUTIVE's full-any other benefits to which the Executive is entitled by law or the specific terms of Employer’s policies in effect at the time employment of his termination of employment. Benefits will be continued pursuant to this Section 2.3 for a period of twelve (12) months from the date of termination of employment, unless Executive becomes employed by another employer; (iii) EXECUTIVE's attaining the age of sixty-five (65); (iv) EXECUTIVE's death; or (v) the expiration of the term of company and becomes eligible for employment benefits substantially similar to those which would otherwise be provided under this AgreementSection. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE during any period during which EXECUTIVE is incapable of performing his duties hereunder by reason of temporary disability.

Termination for Disability. (a) If EXECUTIVE shall become disabled If, as defined in the BANKa result of Executive's then current disability plan (orpermanent incapacity due to injury or sickness, if no such plan is then in effect, if EXECUTIVE is permanently and totally disabled within the meaning of Section 22(e)(3) of the Code as incapacity being determined by a physician designated doctor selected by the Board)Holding Company or its subsidiaries and the Executive, he shall have been absent from his duties with the Holding Company or its subsidiaries on a full-time basis for six (6) consecutive months, and within thirty (30) days after written notice of potential termination is given he shall not have returned to the full-time performance of his duties, the BANK Holding Company may terminate EXECUTIVEExecutive's employment for "Disability." (b) Upon EXECUTIVE's termination of employment for Disability, the BANK The Holding Company or its subsidiaries will pay EXECUTIVEExecutive, as disability pay, a bi-weekly payment an amount equal to three-quarters one hundred percent (3/4100%) of EXECUTIVEExecutive's bi-weekly rate of Base Salary on the effective date of such terminationtermination on a bi-weekly basis. These disability payments shall commence on the effective date of EXECUTIVEExecutive's termination and will end on the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANK Holding Company in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKHolding Company; (ii) EXECUTIVE's full-time employment by another employer; (iii) EXECUTIVE attaining the age of sixty-five (65); or (iv) EXECUTIVEExecutive's death; or (viii) the expiration of Executive reaching age 65. Notwithstanding any other provisions to the term of contrary, any amounts due under this Agreement. The disability pay subsection (b) shall first be reduced by any benefits payable to the amount, if any, paid Executive under a disability insurance policy provided by the Holding Company or any amounts the Holding Company pays to EXECUTIVE under any plan of Executive in the BANK providing disability benefits event he returns on a part-time basis or in a capacity other than that held immediately prior to EXECUTIVEbeing terminated for Disability. (c) The BANK Holding Company or its subsidiaries will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the BANK Holding Company for EXECUTIVE Executive prior to his termination for Disability. This Disability coverage under this subsection (c) and payments shall cease upon the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANK, Holding Company in the same capacity as he was employed a position qualifying him for benefits comparable to those received immediately prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE and the BANKDisability; (ii) EXECUTIVE's full-time employment by another employer; (iii) EXECUTIVE's attaining the age of sixty-five (65); (iv) EXECUTIVEExecutive's death; or (viii) the expiration of Executive reaching the term of this Agreementage 65. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE Executive during any period during which EXECUTIVE Executive is incapable of performing his duties hereunder by reason of temporary disability.

Termination for Disability. (a) If EXECUTIVE If, as a result of Executive's incapacity due to physical or mental illness, he shall become disabled as defined in have been absent from his duties with the BANK's then current disability plan Bank on a full-time basis for six (or6) consecutive months, if no such plan and within thirty (30) days after written notice of potential termination is then in effect, if EXECUTIVE is permanently and totally disabled within given he shall not have returned to the meaning full-time performance of Section 22(e)(3) of the Code as determined by a physician designated by the Board)his duties, the BANK Bank or the Company may terminate EXECUTIVEExecutive's employment for "Disability." (b) Upon EXECUTIVE's termination of employment for Disability, the BANK The Bank will pay EXECUTIVEExecutive, as disability pay, a bi-weekly payment equal to three-quarters (3/4) of EXECUTIVEExecutive's bi-weekly rate of Base Salary on the effective date of such termination. These disability payments shall commence on the effective date of EXECUTIVEExecutive's termination and will end on the earlier of or (i) the date EXECUTIVE Executive returns to the full-time employment of the BANK Bank in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKBank; (ii) EXECUTIVEExecutive's full-time employment by another employer; (iii) EXECUTIVE Executive attaining the age of sixty-five (65); or (iv) EXECUTIVEExecutive's death; or (v) the expiration of the term of this Agreement. The disability pay shall be reduced by the amount, if any, paid to EXECUTIVE the Executive under any plan of the BANK Bank providing disability benefits to EXECUTIVEthe Executive. (c) The BANK Bank will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the BANK Bank for EXECUTIVE Executive prior to his termination for Disability. This coverage and payments shall cease upon the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANKBank, in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKBank; (ii) EXECUTIVEExecutive's full-time employment by another employer; (iii) EXECUTIVEExecutive's attaining the age of sixty-five (65); (iv) EXECUTIVEExecutive's death; or (v) the expiration of the term of this Agreement. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE Executive during any period during which EXECUTIVE Executive is incapable of performing his duties hereunder by reason of temporary disability.

Termination for Disability. (a) If EXECUTIVE shall become Not withstanding anything in this agreement to the contrary, Employer is hereby given the option of terminating this agreement in the event that Employee, during the term hereof, becomes permanently disabled as the term "permanently disabled" is hereinafter fixed and defined. For the purpose of this agreement, Employee shall be deemed to have become permanently disabled if, because of ill health, physical or mental disability, or for other causes beyond his control, he shall have been continuously unable or unwilling or shall have failed to perform his duties for a period of one hundred eighty (180) days within any year, irrespective of whether such days are consecutive. Following the one hundred eightieth day of nonperformance of duties during any year by Employee, no further obligations shall exist between the parties hereto, including but not limited to, any further compensation. SECTION TEN -SEVERABILITY / ASSIGNMENT / LAWS AND REGULATIONS All agreements contained herein are severable, and in the event any of the provisions hereof, with the exception of those contained in Sections One, Four, and Eight hereof, shall be held to be invalid by any competent court, this agreement shall be interpreted as if such invalid agreements or covenants were not contained herein. This agreement is personal in nature and neither of the parties hereto shall, without the written consent of the other, assign or transfer this agreement or any rights or obligations hereunder. In the event Employer shall attempt to terminate the employment of Employee for "cause", as that term is defined in Section Eight of this agreement, Employer and Employee hereby consent to the BANK's then current disability plan (orjurisdiction of and hereby agree to be bound by the final decision of the American Arbitration Association with respect to whether said termination shall preclude receipt of compensation under the terms of this agreement. All reasonable legal fees paid or incurred by Employee pursuant to any dispute or question of interpretation relating to this Agreement shall be paid or reimbursed by Employer, if no such plan Employee is then in effect, if EXECUTIVE is permanently and totally disabled within the meaning of Section 22(e)(3) of the Code as determined by a physician designated by the Board), the BANK may terminate EXECUTIVE's employment for "Disability." (b) Upon EXECUTIVE's termination of employment for Disability, the BANK will pay EXECUTIVE, as disability pay, a bi-weekly payment equal to three-quarters (3/4) of EXECUTIVE's bi-weekly rate of Base Salary successful 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 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 merits pursuant to an employment agreement between EXECUTIVE and the BANK; (ii) EXECUTIVE's full-time employment by another employer; (iii) EXECUTIVE attaining the age of sixty-five (65); a legal judgment, arbitration or (iv) EXECUTIVE's death; or (v) the expiration of the term of this Agreement. The disability pay shall be reduced by the amount, if any, paid to EXECUTIVE under any plan of the BANK providing disability benefits to EXECUTIVEsettlement. (c) The BANK will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the BANK for EXECUTIVE prior to his termination for Disability. This coverage and payments 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) EXECUTIVE's attaining the age of sixty-five (65); (iv) EXECUTIVE's death; or (v) the expiration of the term of this Agreement. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE during any period during which EXECUTIVE is incapable of performing his duties hereunder by reason of temporary disability.

Termination for Disability. Subject to the definitions and requirements of Section 2 (a“Disability”), after six (6) If EXECUTIVE consecutive months of such disability leave of absence, Executive’s service may be terminated by Company. In the event Executive is terminated from employment due to Disability, the Company shall: (i) pay Executive his Base Salary through the end of the Term; provided that if such payment exceeds the applicable dollar amount in effect under Code Section 402(g)(1)(B) for the year in which such termination occurs, then the payment in excess of such applicable dollar amount shall become disabled be paid following six (6) months after the Executive’s Termination; (ii) make such payments and provide such benefits as defined otherwise called for under the terms of each other employee benefit plan, program and policy in which Executive was a participant; and (iii) in the BANK's event the Executive has any options or restricted shares (but excluding “performance shares” which shall be governed by the terms set forth in the grant as to such shares) which are not vested on the date of termination for Disability, then current disability plan pay to the Executive (ori) as to any unvested options, the net value of the excess, if no any, of the closing price of the Company’s shares on the NASDAQ for the day on which the termination due to Disability occurs and the exercise price of such plan is then in effectunvested options multiplied by the number of shares subject to options which failed to vest; and (ii) as to any unvested restricted shares, the value of the closing price of the Company’s shares on the NASDAQ for the day on which the termination due to Disability occurred multiplied by the number of restricted shares, if EXECUTIVE is permanently and totally disabled within the meaning of Section 22(e)(3) of the Code as determined by a physician designated by the Board)any, the BANK may terminate EXECUTIVE's employment for "Disability." (b) Upon EXECUTIVE's which failed to vest due to such termination of employment for Disability. Notwithstanding the Executive’s Disability, during the period of Disability leave, Executive shall be paid in full (net of insurance) as if he or she were actively performing services. Executive agrees to simultaneously utilize available leave under the Family and Medical Leave Act of 1993 during such disability leave of absence. During the period of such Disability leave of absence, the BANK will pay EXECUTIVE, as disability pay, a bi-weekly payment equal Board of Directors may designate someone to three-quarters (3/4) of EXECUTIVE's bi-weekly rate of Base Salary on perform Executive’s duties. Executive shall have 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 of (i) the date EXECUTIVE returns right to the return to full-time employment of the BANK in the same capacity service so long as he was employed prior is able to resume and faithfully perform 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) EXECUTIVE attaining the age of sixty-five (65); or (iv) EXECUTIVE's death; or (v) the expiration of the term of this Agreement. The disability pay shall be reduced by the amount, if any, paid to EXECUTIVE under any plan of the BANK providing disability benefits to EXECUTIVEduties. (c) The BANK will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the BANK for EXECUTIVE prior to his termination for Disability. This coverage and payments 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) EXECUTIVE's attaining the age of sixty-five (65); (iv) EXECUTIVE's death; or (v) the expiration of the term of this Agreement. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE during any period during which EXECUTIVE is incapable of performing his duties hereunder by reason of temporary disability.

Termination for Disability. (a) If EXECUTIVE If, as a result of Executive's incapacity due to physical or mental illness, he shall become disabled as defined in have been absent from his duties with the BANK's then current disability plan Holding Company on a full-time basis for six (or6) consecutive months, if no such plan and within thirty (30) days after written notice of potential termination is then in effect, if EXECUTIVE is permanently and totally disabled within given he shall not have returned to the meaning full-time performance of Section 22(e)(3) of the Code as determined by a physician designated by the Board)his duties, the BANK Association may terminate EXECUTIVEExecutive's employment for "Disability." (b) Upon EXECUTIVE's termination of employment for Disability, the BANK The Association will pay EXECUTIVEExecutive, as disability pay, a bi-weekly payment equal to three-quarters (3/4) the 3/4 of EXECUTIVEthe 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 EXECUTIVEExecutive's termination and will end on the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANK Association in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKAssociation; (ii) EXECUTIVEExecutive's full-time employment by another employer; (iii) EXECUTIVE Executive attaining the age of sixty-five (65); or (iv) EXECUTIVEExecutive's death; or (v) the expiration of the term of this Agreement. The disability pay shall be reduced by the amount, if any, paid to EXECUTIVE the Executive under any plan of the BANK Association or the Company providing disability benefits to EXECUTIVEthe Executive. (c) The BANK Association will cause to be continued life, medical, and dental and disability coverage substantially identical comparable, as reasonable or customarily available, to the coverage maintained by the BANK Association for EXECUTIVE Executive prior to his termination for Disability, except to the extent such coverage may be changed in its application to all Association employees, provided, however, that this Section 5(c) shall not be construed to permit the termination or reduction in the health care coverage provided to Executive and his spouse under Section 3(c) hereof. This coverage and payments shall cease upon the earlier of (i) the date EXECUTIVE Executive returns to the full-time employment of the BANK, Association in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE Executive and the BANKAssociation; (ii) EXECUTIVEExecutive's full-time employment by another employer; (iii) EXECUTIVE's Executive attaining the age of sixty-five (65); or (iv) EXECUTIVEExecutive's death; or (v) the expiration of the term of this Agreement. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE Executive during any period during which EXECUTIVE Executive is incapable of performing his duties hereunder by reason of temporary disability.