Common use of Termination in Connection with Change of Control Clause in Contracts

Termination in Connection with Change of Control. In the event that the employment of the EXECUTIVE is terminated by COMPANY within one (1) year before or after a CHANGE OF CONTROL (hereinafter defined) for any reason other than Cause, death, or disability, or within one (1) year before or after a CHANGE OF CONTROL the Executive's employment is terminated at the EXECUTIVE'S option as provided in Section 4 (a) (ii) above, then the following shall occur: (i) The COMPANY shall promptly pay to the EXECUTIVE or to his beneficiaries, dependents or estate an amount equal to the product of three (3) multiplied by the EXECUTIVE'S "base amount" as defined in Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder LESS one dollar ($1.00) (hereinafter collectively referred to as "SECTION 280G"). (ii) The EXECUTIVE, his dependents, beneficiaries and estate shall: continue to be covered at the COMPANY'S expense under all health and welfare benefit plans of the COMPANY in which the EXECUTIVE was a participant prior to the effective date of the termination of his employment as if the EXECUTIVE were still employed under this AGREEMENT until the earlier of the expiration of the TERM or the date on which the EXECUTIVE is included in another employer's benefit plans as a full-time EXECUTIVE; be eligible for benefit distribution from any of the COMPANY'S stock benefit plans in accordance with the terms and conditions of any such plans; but the EXECUTIVE shall not accrue any further benefit, vesting, or service credits under any qualified retirement plans maintained by the COMPANY after the effective date of the EXECUTIVE'S termination of employment. (iii) The EXECUTIVE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EXECUTIVE offset in any manner the obligations of the COMPANY hereunder, except as specifically stated in subparagraph (ii) above. (iv) For purposes of this Agreement, a "CHANGE OF CONTROL" shall mean any one of the following events:

Termination in Connection with Change of Control. In the event that the employment of the EXECUTIVE EMPLOYEE is terminated by COMPANY within one (1) year before or after the BANK in connection with a CHANGE OF CONTROL (hereinafter defined) for any reason other than Cause, death, CAUSE or disability, or within one (1) year before or after a CHANGE OF CONTROL the Executive's employment is terminated at by the EXECUTIVE'S option EMPLOYEE as provided in Section 4 (a4(a)(ii) (ii) aboveabove during the terms of this AGREEMENT, then the following shall occur: (iI) The COMPANY BANK shall promptly pay to the EXECUTIVE EMPLOYEE or to his beneficiaries, dependents or estate an amount equal to the product of three (3) 2.99 multiplied by the EXECUTIVE'S "EMPLOYEE’s “base amount" ” as defined in Section 280G(b)(3) of the Internal Revenue Code of 1986, as amendedCode, and the regulations promulgated thereunder LESS one dollar ($1.00) (hereinafter collectively referred to as "“SECTION 280G").” The payment required under this paragraph (B)(I) shall be made no later than five (5) business days after EMPLOYEE’s termination of equipment; (iiII) The EXECUTIVEEMPLOYEE, his dependents, beneficiaries and estate shall: shall continue to be covered at the COMPANY'S BANK’s expense under all health health, life, disability and welfare other benefit plans of the COMPANY BANK in which the EXECUTIVE EMPLOYEE was a participant prior to the effective date of the termination of his employment as if the EXECUTIVE EMPLOYEE were still employed under this AGREEMENT until the earlier of the expiration of the TERM or the date on which the EXECUTIVE EMPLOYEE is included in another employer's ’s benefit plans as a full-time EXECUTIVEemployee; be eligible for benefit distribution from any of the COMPANY'S stock benefit plans in accordance with the terms and conditions of any such plans; but the EXECUTIVE shall not accrue any further benefit, vesting, or service credits under any qualified retirement plans maintained by the COMPANY after the effective date of the EXECUTIVE'S termination of employment.and (iiiIII) The EXECUTIVE EMPLOYEE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EXECUTIVE EMPLOYEE offset in any manner the obligations of the COMPANY BANK hereunder, except as specifically stated in subparagraph (iiII) above. (iv) For purposes of this Agreement, a "CHANGE OF CONTROL" shall mean any one of the following events:

Termination in Connection with Change of Control. In (a) If the event that Company terminates the Employee’s employment of the EXECUTIVE is terminated by COMPANY within one (1) year before or after a CHANGE OF CONTROL (hereinafter defined) for any reason other than for “Cause, death, ,” or disabilityif the Employee terminates his employment for a “Constructive Reason” (as those terms are defined in Section 9) within three months of, or within one 1 year following, Change of Control, then, provided that the Employee has executed a full general release, in a form satisfactory to Company, of all claims, known or unknown, that the Employee may have against the Company and such release has become effective on or before the forty-fifth (145th) year before or after a CHANGE OF CONTROL day following the Executive's employment is terminated at the EXECUTIVE'S option as provided Employee’s termination of employment, in Section 4 (a) (ii) above, then the following shall occuraddition to all earned but unpaid Base Compensation: (i) The COMPANY shall promptly pay a lump sum severance payment equivalent to the EXECUTIVE or to his beneficiariestwelve (12) months’ Base Compensation, dependents or estate an amount equal to the product of three payable within ten (310) multiplied by the EXECUTIVE'S "base amount" as defined in Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder LESS one dollar ($1.00) (hereinafter collectively referred to as "SECTION 280G"). (ii) The EXECUTIVE, his dependents, beneficiaries and estate shall: continue to be covered at the COMPANY'S expense under all health and welfare benefit plans of the COMPANY in which the EXECUTIVE was a participant prior to business days following the effective date of the termination aforementioned general release of his employment as if claims; such severance payment will be subject to applicable withholding; (ii) payment of the EXECUTIVE were still employed premiums necessary to continue Employee’s and dependents group health insurance coverage under this AGREEMENT COBRA until the earlier of (i) twelve (12) months following Employee’s termination date, or (ii) the expiration date on which Employee first becomes eligible to obtain other group health insurance coverage; thereafter, Employee may elect to purchase continued group health insurance coverage at his own expense in accordance with COBRA; and (iii) immediate vesting in seventy percent (70%) of his then unvested Company equity awards. All Company stock options, to the TERM or extent unexercised and exercisable by the Executive on the date on which the EXECUTIVE Executive’s employment is included in another employer's benefit plans as a full-time EXECUTIVE; terminated pursuant to this Section 8, may be eligible for benefit distribution from any of the COMPANY'S stock benefit plans in accordance with the terms and conditions of any such plans; but the EXECUTIVE shall not accrue any further benefit, vesting, or service credits under any qualified retirement plans maintained exercised by the COMPANY Executive within six (6) months (or such other longer period of time as determined by the Board, in its sole discretion) after the effective date of on which the EXECUTIVE'S termination of employment. (iii) The EXECUTIVE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other Executive’s employment or otherwiseterminated, nor shall any amounts received from other employment or otherwise by the EXECUTIVE offset but in any manner event no later than the obligations of the COMPANY hereunder, except as specifically stated in subparagraph (ii) aboveoption expiration date. (iv) For purposes of this Agreement, a "CHANGE OF CONTROL" shall mean any one of the following events:

Termination in Connection with Change of Control. (A) In the event that that, before the employment expiration of the EXECUTIVE is terminated by COMPANY TERM and within six months before or within one (1) year before or after a CHANGE OF CONTROL (hereinafter definedas defined hereinafter) of the EMPLOYER, (I) the employment of the EMPLOYEE is terminated for any reason other than CauseJUST CAUSE, death(II) the present capacity or circumstances in which the EMPLOYEE is employed are materially changed, or disability(III) the EMPLOYEE's responsibilities, authority, compensation or within one (1) year before or after a CHANGE OF CONTROL the Executive's employment is terminated at the EXECUTIVE'S option as other benefits provided in Section 4 (a) (ii) aboveunder this AGREEMENT are materially reduced, then the following shall occur: (ia) The COMPANY EMPLOYER shall promptly pay to the EXECUTIVE EMPLOYEE or to his beneficiaries, dependents or estate an amount equal to two times the product greater of three (31) multiplied by the EXECUTIVE'S "base amount" as defined annual salary set forth in Section 280G(b)(33(a) of this AGREEMENT or (2) the Internal Revenue Code annual salary payable to the EMPLOYEE as a result of 1986, as amended, and the regulations promulgated thereunder LESS one dollar ($1.00) (hereinafter collectively referred to as "SECTION 280G").any ANNUAL REVIEW; and (iib) The EXECUTIVE, his dependents, beneficiaries and estate shall: continue to be covered at the COMPANY'S expense under all health and welfare benefit plans of the COMPANY in which the EXECUTIVE was a participant prior to the effective date of the termination of his employment as if the EXECUTIVE were still employed under this AGREEMENT until the earlier of the expiration of the TERM or the date on which the EXECUTIVE is included in another employer's benefit plans as a full-time EXECUTIVE; be eligible for benefit distribution from any of the COMPANY'S stock benefit plans in accordance with the terms and conditions of any such plans; but the EXECUTIVE shall not accrue any further benefit, vesting, or service credits under any qualified retirement plans maintained by the COMPANY after the effective date of the EXECUTIVE'S termination of employment. (iii) The EXECUTIVE EMPLOYEE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EXECUTIVE EMPLOYEE offset in any manner the obligations of the COMPANY EMPLOYER hereunder. (B) The EMPLOYEE may voluntarily terminate his employment pursuant to this AGREEMENT within twelve months following a CHANGE OF CONTROL and shall be entitled to compensation as set forth in Section 4(a)(ii)(A) of this AGREEMENT in the event that: (I) the present capacity or circumstances in which the EMPLOYEE is employed are materially changed (including, except without limitation, a material reduction in responsibilities or authority, or the assignment of duties or responsibilities substantially inconsistent with those normally associated with the position of Senior Vice President); (II) the EMPLOYEE is no longer the Senior Vice President of the EMPLOYER; (III) the EMPLOYEE is required to move his personal residence, or perform his principal executive functions, more than thirty-five (35) miles from his primary office as specifically stated of the date of the commencement of the TERM of this AGREEMENT; or (IV) the EMPLOYER otherwise breaches this AGREEMENT in subparagraph any material respect. In the event that payments pursuant to this subsection (ii) above. (ivwould result in the imposition of a penalty tax pursuant to Section 280G(b)(3) For purposes of this Agreement, a "CHANGE OF CONTROL" shall mean any one of the following events:Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (hereinafter collectively referred to as "SECTION 280G"), such payments shall be reduced to the maximum amount that may be paid under SECTION 280G without exceeding such limits. Payments pursuant to this subsection also may not exceed the limit set forth in Regulatory Bulletin 27a of the Office of Thrift Supervision.

Termination in Connection with Change of Control. In the event that that, before the employment expiration of the EXECUTIVE is terminated by COMPANY TERM and within six months before, in connection with or within one (1) year before or after a CHANGE OF CONTROL (hereinafter definedas defined hereinafter) of either one of the EMPLOYERS, (A) the employment of the EMPLOYEE is terminated for any reason other than CauseJUST CAUSE before the expiration of the TERM, death(B) the EMPLOYEE terminates his employment because the present capacity or circumstances in which the EMPLOYEE is employed are materially adversely changed, including a material reduction in responsibilities, authority, compensation or disabilityother benefits provided under this AGREEMENT or the EMPLOYEE must regularly perform his principal executive functions outside of Muskingum County, or within one (1) year before or after a CHANGE OF CONTROL the Executive's employment is terminated at the EXECUTIVE'S option as provided in Section 4 (a) (ii) aboveOhio, then the following shall occur: (iI) The COMPANY EMPLOYERS shall promptly pay to the EXECUTIVE EMPLOYEE or to his beneficiaries, dependents or estate an amount equal to the sum of (1) the amount of compensation to which the EMPLOYEE would be entitled for the remainder of the TERM under this AGREEMENT, plus (2) the difference between (x) the product of three (3) three, multiplied by the EXECUTIVE'S "base amount" total compensation paid to the EMPLOYEE for the immediately preceding calendar year as defined in Section 280G(b)(3set forth on the Form W-2 of the EMPLOYEE, less (xx) the amount paid to the EMPLOYEE pursuant to clause (1) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder LESS one dollar this subparagraph ($1.00) (hereinafter collectively referred to as "SECTION 280G"I).; (iiII) The EXECUTIVE, EMPLOYEE and his dependents, beneficiaries and estate shall: shall continue to be covered under all BENEFIT PLANS of the EMPLOYERS at the COMPANY'S EMPLOYERS' expense under all health and welfare benefit plans of the COMPANY in which the EXECUTIVE was a participant prior to the effective date of the termination of his employment as if the EXECUTIVE EMPLOYEE were still employed under this AGREEMENT until the earlier earliest of the expiration of the TERM or the date on which the EXECUTIVE EMPLOYEE is included in another employer's benefit plans as a full-time EXECUTIVEemployee; be eligible for benefit distribution from provided, however, that if any of the COMPANY'S stock benefit plans in accordance with the terms and conditions of any such plans; but the EXECUTIVE shall not accrue any further benefit, vesting, or service credits under any qualified retirement plans maintained by the COMPANY after the effective date BENEFIT PLANS of the EXECUTIVE'S termination EMPLOYERS do not permit such continued coverage, the EMPLOYERS shall provide to the EMPLOYEE and his dependents, beneficiaries and estate at the EMPLOYERS' expense substantially equal benefits for such period of employment.time; and (iiiIII) The EXECUTIVE EMPLOYEE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EXECUTIVE EMPLOYEE offset in any manner the obligations of the COMPANY hereunderEMPLOYERS thereunder, except as specifically stated in subparagraph (II). In the event that payments pursuant to this subsection (ii) above. (iv) For purposes or any other section of this Agreement, Agreement would result in the imposition of a "CHANGE OF CONTROL" shall mean any one penalty tax pursuant to Section 280G(b)(3) of the following events:Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (hereinafter collectively referred to as "SECTION 280G"), such payments shall be reduced to the maximum amount that may be paid under SECTION 280G without exceeding such limits.

Termination in Connection with Change of Control. (A) In the event that that, before the employment expiration of the EXECUTIVE is terminated by COMPANY TERM and within six months before or within one (1) year before or after a CHANGE OF CONTROL (hereinafter definedas defined hereinafter) of the EMPLOYER, (I) the employment of the EMPLOYEE is terminated for any reason other than CauseJUST CAUSE, death(II) the present capacity or circumstances in which the EMPLOYEE is employed are materially changed, or disability(III) the EMPLOYEE's responsibilities, authority, compensation or within one (1) year before or after a CHANGE OF CONTROL the Executive's employment is terminated at the EXECUTIVE'S option as other benefits provided in Section 4 (a) (ii) aboveunder this AGREEMENT are materially reduced, then the following shall occur: (ia) The COMPANY EMPLOYER shall promptly pay to the EXECUTIVE EMPLOYEE or to his beneficiaries, dependents or estate an amount equal to the product of three (3) multiplied by the EXECUTIVE'S "base amount" as defined in Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder LESS one dollar ($1.00) (hereinafter collectively referred to as "SECTION 280G").162,432; and (iib) The EXECUTIVE, his dependents, beneficiaries and estate shall: continue to be covered at the COMPANY'S expense under all health and welfare benefit plans of the COMPANY in which the EXECUTIVE was a participant prior to the effective date of the termination of his employment as if the EXECUTIVE were still employed under this AGREEMENT until the earlier of the expiration of the TERM or the date on which the EXECUTIVE is included in another employer's benefit plans as a full-time EXECUTIVE; be eligible for benefit distribution from any of the COMPANY'S stock benefit plans in accordance with the terms and conditions of any such plans; but the EXECUTIVE shall not accrue any further benefit, vesting, or service credits under any qualified retirement plans maintained by the COMPANY after the effective date of the EXECUTIVE'S termination of employment. (iii) The EXECUTIVE EMPLOYEE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EXECUTIVE EMPLOYEE offset in any manner the obligations of the COMPANY EMPLOYER hereunder. (B) The EMPLOYEE may voluntarily terminate his employment pursuant to this AGREEMENT within twelve months following a CHANGE OF CONTROL and shall be entitled to compensation as set forth in Section 4(a)(ii)(A) of this AGREEMENT in the event that: (I) the present capacity or circumstances in which the EMPLOYEE is employed are materially changed (including, except without limitation, a material reduction in responsibilities or authority, or the assignment of duties or responsibilities substantially inconsistent with those normally associated with the position of Senior Vice President); (II) the EMPLOYEE is no longer the Senior Vice President of the EMPLOYER; (III) the EMPLOYEE is required to move his personal residence, or perform his principal executive functions, more than thirty-five (35) miles from his primary office as specifically stated of the date of the commencement of the TERM of this AGREEMENT; or (IV) the EMPLOYER otherwise breaches this AGREEMENT in subparagraph any material respect. In the event that payments pursuant to this subsection (ii) above. (ivwould result in the imposition of a penalty tax pursuant to Section 280G(b)(3) For purposes of this Agreement, a "CHANGE OF CONTROL" shall mean any one of the following events:Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (hereinafter collectively referred to as "SECTION 280G"), such payments shall be reduced to the maximum amount that may be paid under SECTION 280G without exceeding such limits. Payments pursuant to this subsection also may not exceed the limit set forth in Regulatory Bulletin 27a of the Office of Thrift Supervision.

Termination in Connection with Change of Control. In the event that the employment of the EXECUTIVE EMPLOYEE is terminated by COMPANY within one (1) year before or after the BANK in connection with a CHANGE OF CONTROL (hereinafter defined) for any reason other than Cause, death, CAUSE or disability, or within one (1) year before or after a CHANGE OF CONTROL the Executive's employment is terminated at by the EXECUTIVE'S option EMPLOYEE as provided in Section 4 (a4(a)(ii) (ii) aboveabove during the terms of this AGREEMENT, then the following shall occur: (iI) The COMPANY BANK shall promptly pay to the EXECUTIVE EMPLOYEE or to his her beneficiaries, dependents or estate an amount equal to the product of three (3) 2.99 multiplied by the EXECUTIVE'S "EMPLOYEE’s “base amount" ” as defined in Section 280G(b)(3) of the Internal Revenue Code of 1986, as amendedCode, and the regulations promulgated thereunder LESS one dollar ($1.00) (hereinafter collectively referred to as "“SECTION 280G").” The payment required under this paragraph (B)(I) shall be made no later than five (5) business days after EMPLOYEE’s termination of equipment; (iiII) The EXECUTIVEEMPLOYEE, his her dependents, beneficiaries and estate shall: shall continue to be covered at the COMPANY'S BANK’s expense under all health health, life, disability and welfare other benefit plans of the COMPANY BANK in which the EXECUTIVE EMPLOYEE was a participant prior to the effective date of the termination of his her employment as if the EXECUTIVE EMPLOYEE were still employed under this AGREEMENT until the earlier of the expiration of the TERM or the date on which the EXECUTIVE EMPLOYEE is included in another employer's ’s benefit plans as a full-time EXECUTIVEemployee; be eligible for benefit distribution from any of the COMPANY'S stock benefit plans in accordance with the terms and conditions of any such plans; but the EXECUTIVE shall not accrue any further benefit, vesting, or service credits under any qualified retirement plans maintained by the COMPANY after the effective date of the EXECUTIVE'S termination of employment.and (iiiIII) The EXECUTIVE EMPLOYEE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EXECUTIVE EMPLOYEE offset in any manner the obligations of the COMPANY BANK hereunder, except as specifically stated in subparagraph (iiII) above. (iv) For purposes of this Agreement, a "CHANGE OF CONTROL" shall mean any one of the following events:

Termination in Connection with Change of Control. In the event that that, before the employment expiration of the EXECUTIVE is terminated by COMPANY TERM and within six months before, in connection with or within one (1) year before or after a CHANGE OF CONTROL (hereinafter definedas defined hereinafter) of either one of the EMPLOYERS, (A) the employment of the EMPLOYEE is terminated for any reason other than CauseJUST CAUSE before the expiration of the TERM, death(B) the EMPLOYEE terminates her employment because the present capacity or circumstances in which the EMPLOYEE is employed are materially adversely changed, including a material reduction in responsibilities, authority, compensation or disabilityother benefits provided under this AGREEMENT or the EMPLOYEE must regularly perform her principal executive functions outside of Muskingum County, or within one (1) year before or after a CHANGE OF CONTROL the Executive's employment is terminated at the EXECUTIVE'S option as provided in Section 4 (a) (ii) aboveOhio, then the following shall occur: (iI) The COMPANY EMPLOYERS shall promptly pay to the EXECUTIVE EMPLOYEE or to his her beneficiaries, dependents or estate an amount equal to the sum of (1) the amount of compensation to which the EMPLOYEE would be entitled for the remainder of the TERM under this AGREEMENT, plus (2) the difference between (x) the product of three (3) three, multiplied by the EXECUTIVE'S "base amount" total compensation paid to the EMPLOYEE for the immediately preceding calendar year as defined in Section 280G(b)(3set forth on the Form W-2 of the EMPLOYEE, less (xx) the amount paid to the EMPLOYEE pursuant to clause (1) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder LESS one dollar this subparagraph ($1.00) (hereinafter collectively referred to as "SECTION 280G"I).; (iiII) The EXECUTIVE, his EMPLOYEE and her dependents, beneficiaries and estate shall: shall continue to be covered under all BENEFIT PLANS of the EMPLOYERS at the COMPANY'S EMPLOYERS' expense under all health and welfare benefit plans of the COMPANY in which the EXECUTIVE was a participant prior to the effective date of the termination of his employment as if the EXECUTIVE EMPLOYEE were still employed under this AGREEMENT until the earlier earliest of the expiration of the TERM or the date on which the EXECUTIVE EMPLOYEE is included in another employer's benefit plans as a full-time EXECUTIVEemployee; be eligible for benefit distribution from provided, however, that if any of the COMPANY'S stock benefit plans in accordance with the terms and conditions of any such plans; but the EXECUTIVE shall not accrue any further benefit, vesting, or service credits under any qualified retirement plans maintained by the COMPANY after the effective date BENEFIT PLANS of the EXECUTIVE'S termination EMPLOYERS do not permit such continued coverage, the EMPLOYERS shall provide to the EMPLOYEE and her dependents, beneficiaries and estate at the EMPLOYERS' expense substantially equal benefits for such period of employment.time; and (iiiIII) The EXECUTIVE EMPLOYEE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EXECUTIVE EMPLOYEE offset in any manner the obligations of the COMPANY hereunderEMPLOYERS thereunder, except as specifically stated in subparagraph (II). In the event that payments pursuant to this subsection (ii) above. (iv) For purposes or any other section of this Agreement, Agreement would result in the imposition of a "CHANGE OF CONTROL" shall mean any one penalty tax pursuant to Section 280G(b)(3) of the following events:Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (hereinafter collectively referred to as "SECTION 280G"), such payments shall be reduced to the maximum amount that may be paid under SECTION 280G without exceeding such limits.

Termination in Connection with Change of Control. In the event that that, before the employment expiration of the EXECUTIVE is terminated by COMPANY TERM and within six months before, in connection with or within one (1) year before or after a CHANGE OF CONTROL (hereinafter definedas defined hereinafter) of either one of the EMPLOYERS, (A) the employment of the EMPLOYEE is terminated for any reason other than CauseJUST CAUSE before the expiration of the TERM, death(B) the EMPLOYEE terminates her employment because the present capacity or circumstances in which the EMPLOYEE is employed are materially adversely changed, including a material reduction in responsibilities, authority, compensation or disabilityother benefits provided under this AGREEMENT or the EMPLOYEE must regularly perform her principal executive functions outside of Muskingum County, or within one (1) year before or after a CHANGE OF CONTROL the Executive's employment is terminated at the EXECUTIVE'S option as provided in Section 4 (a) (ii) aboveOhio, then the following shall occur: (iI) The COMPANY EMPLOYERS shall promptly pay to the EXECUTIVE EMPLOYEE or to his her beneficiaries, dependents or estate an amount equal to the sum of (1) the amount of compensation to which the EMPLOYEE would be entitled for the remainder of the TERM under this AGREEMENT, plus (2) the difference between (x) the product of three (3) three, multiplied by the EXECUTIVE'S "base amount" total compensation paid to the EMPLOYEE for the immediately preceding calendar year as defined in Section 280G(b)(3set forth on the Form W-2 of the EMPLOYEE, less (xx) the amount paid to the EMPLOYEE pursuant to clause (1) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder LESS one dollar this subparagraph ($1.00) (hereinafter collectively referred to as "SECTION 280G"I).; (iiII) The EXECUTIVE, his EMPLOYEE and her dependents, beneficiaries and estate shall: shall continue to be covered under all BENEFIT PLANS of the EMPLOYERS at the COMPANY'S EMPLOYERS' expense under all health and welfare benefit plans of the COMPANY in which the EXECUTIVE was a participant prior to the effective date of the termination of his employment as if the EXECUTIVE EMPLOYEE were still employed under this AGREEMENT until the earlier earliest of the expiration of the TERM or the date on which the EXECUTIVE EMPLOYEE is included in another employer's benefit plans as a full-time EXECUTIVEemployee; be eligible for benefit distribution from any of the COMPANY'S stock benefit plans in accordance with the terms and conditions of any such plans; but the EXECUTIVE shall not accrue any further benefit, vesting, or service credits under any qualified retirement plans maintained by the COMPANY after the effective date of the EXECUTIVE'S termination of employment.and (iiiIII) The EXECUTIVE EMPLOYEE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EXECUTIVE EMPLOYEE offset in any manner the obligations of the COMPANY hereunderEMPLOYERS thereunder, except as specifically stated in subparagraph (II). In the event that payments pursuant to this subsection (ii) above. (iv) For purposes or any other section of this Agreement, Agreement would result in the imposition of a "CHANGE OF CONTROL" shall mean any one penalty tax pursuant to Section 280G(b)(3) of the following events:Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (hereinafter collectively referred to as "SECTION 280G"), such payments shall be reduced to the maximum amount that may be paid under SECTION 280G without exceeding such limits.

Termination in Connection with Change of Control. In the event that that, before the employment expiration of the EXECUTIVE is terminated by COMPANY TERM and within six months before, in connection with or within one (1) year before or after a CHANGE OF CONTROL (hereinafter definedas defined hereinafter) of either one of the EMPLOYERS, (A) the employment of the EMPLOYEE is terminated for any reason other than CauseJUST CAUSE before the expiration of the TERM, death(B) the EMPLOYEE terminates his employment because the present capacity or circumstances in which the EMPLOYEE is employed are materially adversely changed, including a material reduction in responsibilities, authority, compensation or disabilityother benefits provided under this AGREEMENT or the EMPLOYEE must regularly perform his principal executive functions outside of Muskingum County, or within one (1) year before or after a CHANGE OF CONTROL the Executive's employment is terminated at the EXECUTIVE'S option as provided in Section 4 (a) (ii) aboveOhio, then the following shall occur: (iI) The COMPANY EMPLOYERS shall promptly pay to the EXECUTIVE EMPLOYEE or to his beneficiaries, dependents or estate an amount equal to the sum of (1) the amount of compensation to which the EMPLOYEE would be entitled for the remainder of the TERM under this AGREEMENT, plus (2) the difference between (x) the product of three (3) three, multiplied by the EXECUTIVE'S "base amount" total compensation paid to the EMPLOYEE for the immediately preceding calendar year as defined in Section 280G(b)(3set forth on the Form W-2 of the EMPLOYEE, less (xx) the amount paid to the EMPLOYEE pursuant to clause (1) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder LESS one dollar this subparagraph ($1.00) (hereinafter collectively referred to as "SECTION 280G"I).; (iiII) The EXECUTIVE, EMPLOYEE and his dependents, beneficiaries and estate shall: shall continue to be covered under all BENEFIT PLANS of the EMPLOYERS at the COMPANY'S EMPLOYERS' expense under all health and welfare benefit plans of the COMPANY in which the EXECUTIVE was a participant prior to the effective date of the termination of his employment as if the EXECUTIVE EMPLOYEE were still employed under this AGREEMENT until the earlier earliest of the expiration of the TERM or the date on which the EXECUTIVE EMPLOYEE is included in another employer's benefit plans as a full-time EXECUTIVEemployee; be eligible for benefit distribution from any of the COMPANY'S stock benefit plans in accordance with the terms and conditions of any such plans; but the EXECUTIVE shall not accrue any further benefit, vesting, or service credits under any qualified retirement plans maintained by the COMPANY after the effective date of the EXECUTIVE'S termination of employment.and (iiiIII) The EXECUTIVE EMPLOYEE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EXECUTIVE EMPLOYEE offset in any manner the obligations of the COMPANY hereunderEMPLOYERS thereunder, except as specifically stated in subparagraph (II). In the event that payments pursuant to this subsection (ii) above. (iv) For purposes or any other section of this Agreement, Agreement would result in the imposition of a "CHANGE OF CONTROL" shall mean any one penalty tax pursuant to Section 280G(b)(3) of the following events:Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (hereinafter collectively referred to as "SECTION 280G"), such payments shall be reduced to the maximum amount that may be paid under SECTION 280G without exceeding such limits.

Termination in Connection with Change of Control. (1) In the event that the EMPLOYERS terminate the employment of the EXECUTIVE is terminated by COMPANY EMPLOYEE before the expiration of the TERM without JUST CAUSE and within one (1) year six months before or after the occurrence of a CHANGE OF CONTROL (hereinafter definedas defined hereinafter) for any reason other than Cause, death, or disability, or within one (1) year before or after following the occurrence of a CHANGE OF CONTROL CONTROL, and if the Executive's employment is terminated at the EXECUTIVE'S option EMPLOYEE signs a general release as provided in required by Section 4 (a4(d) (ii) aboveof this AGREEMENT, then the following shall occur: (ia) The COMPANY EMPLOYERS shall promptly pay to the EXECUTIVE EMPLOYEE, or to his beneficiariesdependents, dependents beneficiaries or estate estate, an amount equal to three times the product of three EMPLOYEE’S COMPENSATION (3) multiplied by the EXECUTIVE'S "base amount" as defined below) in Section 280G(b)(3) a lump sum without reduction for time value of money or other discount. This payment shall be made as promptly as practicable, but in no event later than the 15th day of the Internal Revenue Code of 1986, as amended, and third month following the regulations promulgated thereunder LESS one dollar ($1.00) (hereinafter collectively referred to as "SECTION 280G"). (ii) The EXECUTIVE, his dependents, beneficiaries and estate shall: continue to be covered at the COMPANY'S expense under all health and welfare benefit plans end of the taxable year of the EMPLOYEE in which the termination (or, if the EMPLOYEE was terminated prior to a CHANGE OF CONTROL, the CHANGE OF CONTROL) occurred or, if later, the end of the taxable year of HOLDING COMPANY in which the EXECUTIVE was a participant prior to the effective date of the termination of his employment as if the EXECUTIVE were still employed under this AGREEMENT until the earlier of the expiration of the TERM or the date on which the EXECUTIVE is included in another employer's benefit plans as a full-time EXECUTIVE; be eligible for benefit distribution from any of the COMPANY'S stock benefit plans in accordance with the terms and conditions of any such plans; but the EXECUTIVE shall not accrue any further benefit, vesting, or service credits under any qualified retirement plans maintained by the COMPANY after the effective date of the EXECUTIVE'S termination of employment. (iii) The EXECUTIVE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EXECUTIVE offset in any manner the obligations of the COMPANY hereunder, except as specifically stated in subparagraph (ii) above. (iv) occurred. For purposes of this Agreementsection, a "“EMPLOYEE’S COMPENSATION” shall mean: (I) the higher of the EMPLOYEE’S annual base salary immediately prior to occurrence of the CHANGE OF CONTROL" shall mean any one CONTROL or termination of the following events:EMPLOYEE’S employment; plus (II) the annual highest bonus paid to the EMPLOYEE by the EMPLOYERS during the five years preceding his termination or such shorter period of time as the EMPLOYEE has been employed by the EMPLOYERS;

Termination in Connection with Change of Control. (A) In the event that that, before the employment expiration of the EXECUTIVE is terminated by COMPANY TERM and within six months before or within one (1) year before or after a CHANGE OF CONTROL (hereinafter definedas defined hereinafter) of the EMPLOYER, (I) the employment of the EMPLOYEE is terminated for any reason other than CauseJUST CAUSE, death(II) the present capacity or circumstances in which the EMPLOYEE is employed are materially changed, or disability(III) the EMPLOYEE's responsibilities, authority, compensation or within one (1) year before or after a CHANGE OF CONTROL the Executive's employment is terminated at the EXECUTIVE'S option as other benefits provided in Section 4 (a) (ii) aboveunder this AGREEMENT are materially reduced, then the following shall occur: (ia) The COMPANY EMPLOYER shall promptly pay to the EXECUTIVE EMPLOYEE or to his her beneficiaries, dependents or estate an amount equal to the product of three (3) multiplied by the EXECUTIVE'S "base amount" as defined in Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder LESS one dollar ($1.00) (hereinafter collectively referred to as "SECTION 280G").137,520; and (iib) The EXECUTIVE, his dependents, beneficiaries and estate shall: continue to be covered at the COMPANY'S expense under all health and welfare benefit plans of the COMPANY in which the EXECUTIVE was a participant prior to the effective date of the termination of his employment as if the EXECUTIVE were still employed under this AGREEMENT until the earlier of the expiration of the TERM or the date on which the EXECUTIVE is included in another employer's benefit plans as a full-time EXECUTIVE; be eligible for benefit distribution from any of the COMPANY'S stock benefit plans in accordance with the terms and conditions of any such plans; but the EXECUTIVE shall not accrue any further benefit, vesting, or service credits under any qualified retirement plans maintained by the COMPANY after the effective date of the EXECUTIVE'S termination of employment. (iii) The EXECUTIVE EMPLOYEE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EXECUTIVE EMPLOYEE offset in any manner the obligations of the COMPANY EMPLOYER hereunder. (B) The EMPLOYEE may voluntarily terminate her employment pursuant to this AGREEMENT within twelve months following a CHANGE OF CONTROL and shall be entitled to compensation as set forth in Section 4(a)(ii)(A) of this AGREEMENT in the event that: (I) the present capacity or circumstances in which the EMPLOYEE is employed are materially changed (including, except without limitation, a material reduction in responsibilities or authority, or the assignment of duties or responsibilities substantially inconsistent with those normally associated with the position of Secretary); (II) the EMPLOYEE is no longer the Secretary of the EMPLOYER; (III) the EMPLOYEE is required to move her personal residence, or perform her principal executive functions, more than thirty-five (35) miles from her primary office as specifically stated of the date of the commencement of the TERM of this AGREEMENT; or (IV) the EMPLOYER otherwise breaches this AGREEMENT in subparagraph any material respect. In the event that payments pursuant to this subsection (ii) above. (ivwould result in the imposition of a penalty tax pursuant to Section 280G(b)(3) For purposes of this Agreement, a "CHANGE OF CONTROL" shall mean any one of the following events:Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (hereinafter collectively referred to as "SECTION 280G"), such payments shall be reduced to the maximum amount that may be paid under SECTION 280G without exceeding such limits. Payments pursuant to this subsection also may not exceed the limit set forth in Regulatory Bulletin 27a of the Office of Thrift Supervision.

Termination in Connection with Change of Control. (1) In the event that the EMPLOYERS terminate the employment of the EXECUTIVE is terminated by COMPANY EMPLOYEE before the expiration of the TERM without JUST CAUSE and within one (1) year six months before or after the occurrence of a CHANGE OF CONTROL (hereinafter definedas defined hereinafter) for any reason other than Cause, death, or disability, or within one (1) year before or after following the occurrence of a CHANGE OF CONTROL CONTROL, and if the Executive's employment is terminated at the EXECUTIVE'S option EMPLOYEE signs a general release as provided in required by Section 4 (a4(d) (ii) aboveof this AGREEMENT, then the following shall occur: (ia) The COMPANY EMPLOYERS shall promptly pay to the EXECUTIVE EMPLOYEE, or to his beneficiariesher dependents, dependents beneficiaries or estate estate, an amount equal to three times the product of three EMPLOYEE’S COMPENSATION (3) multiplied by the EXECUTIVE'S "base amount" as defined below) in Section 280G(b)(3) a lump sum without reduction for time value of money or other discount. This payment shall be made as promptly as practicable, but in no event later than the 15th day of the Internal Revenue Code of 1986, as amended, and third month following the regulations promulgated thereunder LESS one dollar ($1.00) (hereinafter collectively referred to as "SECTION 280G"). (ii) The EXECUTIVE, his dependents, beneficiaries and estate shall: continue to be covered at the COMPANY'S expense under all health and welfare benefit plans end of the taxable year of the EMPLOYEE in which the termination (or, if the EMPLOYEE was terminated prior to a CHANGE OF CONTROL, the CHANGE OF CONTROL) occurred or, if later, the end of the taxable year of the HOLDING COMPANY in which the EXECUTIVE was a participant prior to the effective date of the termination of his employment as if the EXECUTIVE were still employed under this AGREEMENT until the earlier of the expiration of the TERM or the date on which the EXECUTIVE is included in another employer's benefit plans as a full-time EXECUTIVE; be eligible for benefit distribution from any of the COMPANY'S stock benefit plans in accordance with the terms and conditions of any such plans; but the EXECUTIVE shall not accrue any further benefit, vesting, or service credits under any qualified retirement plans maintained by the COMPANY after the effective date of the EXECUTIVE'S termination of employment. (iii) The EXECUTIVE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EXECUTIVE offset in any manner the obligations of the COMPANY hereunder, except as specifically stated in subparagraph (ii) above. (iv) occurred. For purposes of this Agreementsection, a "“EMPLOYEE’S COMPENSATION” shall mean: (I) the higher of the EMPLOYEE’S annual base salary immediately prior to occurrence of the CHANGE OF CONTROL" shall mean any one CONTROL or termination of the following events:EMPLOYEE’S employment; plus (II) the annual highest bonus paid to the EMPLOYEE by the EMPLOYERS during the five years preceding her termination or such shorter period of time as the EMPLOYEE has been employed by the EMPLOYERS;

Termination in Connection with Change of Control. In the event that the employment of the EXECUTIVE Executive is terminated by COMPANY Company within one (1) year before or after a CHANGE OF CONTROL Change of Control (hereinafter defined) for any reason other than Cause, death, or disability, or within one (1) year before or after a CHANGE OF CONTROL Change of Control the Executive's ’s employment is terminated at the EXECUTIVE'S Executive’s option as provided in Section 4 (a) (ii) above, then the following shall occur: (i) The COMPANY Company shall promptly pay to the EXECUTIVE Executive or to his beneficiaries, dependents or estate an amount equal to the product of three (3) multiplied by the EXECUTIVE'S "Executive’s “base amount" ” as defined in Section 280G(b)(3280G(b) (3) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder LESS less one dollar ($1.00) (hereinafter collectively referred to as "SECTION “Section 280G"”). (ii) The EXECUTIVEExecutive, his dependents, beneficiaries and estate shall: continue to be covered at the COMPANY'S Company’s expense under all health and welfare benefit plans of the COMPANY Company in which the EXECUTIVE Executive was a participant prior to the effective date of the termination of his employment as if the EXECUTIVE Executive were still employed under this AGREEMENT Agreement until the earlier of the expiration of the TERM Term or the date on which the EXECUTIVE Executive is included in another employer's ’s benefit plans as a full-time EXECUTIVEExecutive; be eligible for benefit distribution from any of the COMPANY'S Company’s stock benefit plans in accordance with the terms and conditions of any such plans; but the EXECUTIVE Executive shall not accrue any further benefit, vesting, or service credits under any qualified retirement plans maintained by the COMPANY Company after the effective date of the EXECUTIVE'S Executive’s termination of employment. (iii) The EXECUTIVE Executive shall not be required to mitigate the amount of any payment provided for in this AGREEMENT Agreement by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EXECUTIVE Executive offset in any manner the obligations of the COMPANY Company hereunder, except as specifically stated in subparagraph (ii) above. (iv) For purposes of this Agreement, a "CHANGE OF CONTROL" “Change of Control” shall mean any one of the following events: (A) the acquisition of ownership or power to vote more than 20% of the voting stock of the Company or the Holding Company, provided that acquisition of ownership or power to vote by a qualified employee stock ownership plan sponsored by the Company shall not be considered a Change of Control; (B) the acquisition of the ability to control the election of a majority of the directors of Company or the Holding Company (C) during any period of three or less consecutive years individuals who at the beginning of such period constitute the Board of Directors of the Company or the Holding Company cease for any reason to constitute at least a majority thereof; provided, however, that any individual whose election or nomination for election as a member of the Board of Directors of the Company or the Holding Company was approved by a vote of at least two-thirds of the directors then in office shall be considered to have continued to be a member of the Board of Directors of the Company or the Holding Company; (D) the acquisition of “control” of the Company, within the meaning of 12 C.F.R. Section 303.81(c), by any individual or corporation, partnership, trust, association or other organization other than the Executive and any person, corporation, partnership, trust, association or other organization with whom the Executive is “acting in concert” within the meaning of 12 C.F.R. Section 303.81 (b); or (E) an event that would be required to be reported in response to Item 1 (a) of Form 8-K or Item 6 (e) of Schedule 14A pursuant to the Securities Exchange Act of 1934, as amended (hereinafter referred to as the “Exchange Act”), or any successor thereto, whether or not any class of securities of the Corporation is registered under the Exchange Act. (v) In the event that any payments pursuant to this Section 4(c) would result in or contribute to the imposition of a penalty tax pursuant to Section 280G and Internal Revenue Code Section 4999, such payments shall be reduced to the maximum amount that may be paid under Section 280G without exceeding such limits. Any payments made to the Executive pursuant to this Agreement are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and any regulations promulgated thereunder. (vi) In the event the Executive’s employment terminates pursuant to this Section 4 (c), the Executive shall not engage in the financial institutions business as a director, officer, executive or consultant for any business or enterprise which competes with the principal business of the Company or the Holding Company or any of their subsidiaries within any county in which the Company or the Holding Company has an office for a period of eight (8) months from the Executive’s date of employment termination. In exchange for Executive’s agreement concerning non-competition, the Company agrees to pay Executive eight (8) months of base salary.

Termination in Connection with Change of Control. (A) In the event that that, before the employment expiration of the EXECUTIVE is terminated by COMPANY TERM and within six months before or within one (1) year before or after a CHANGE OF CONTROL (hereinafter definedas defined hereinafter) of the EMPLOYER, (I) the employment of the EMPLOYEE is terminated for any reason other than CauseJUST CAUSE, death(II) the present capacity or circumstances in which the EMPLOYEE is employed are materially changed, or disability(III) the EMPLOYEE's responsibilities, authority, compensation or within one (1) year before or after a CHANGE OF CONTROL the Executive's employment is terminated at the EXECUTIVE'S option as other benefits provided in Section 4 (a) (ii) aboveunder this AGREEMENT are materially reduced, then the following shall occur: (ia) The COMPANY EMPLOYER shall promptly pay to the EXECUTIVE EMPLOYEE or to his beneficiaries, dependents or estate an amount equal to two times the product greater of three (31) multiplied by the EXECUTIVE'S "base amount" as defined annual salary set forth in Section 280G(b)(33(a) of this AGREEMENT or (2) the Internal Revenue Code annual salary payable to the EMPLOYEE as a result of 1986, as amended, and the regulations promulgated thereunder LESS one dollar ($1.00) (hereinafter collectively referred to as "SECTION 280G").any ANNUAL REVIEW; and (iib) The EXECUTIVE, his dependents, beneficiaries and estate shall: continue to be covered at the COMPANY'S expense under all health and welfare benefit plans of the COMPANY in which the EXECUTIVE was a participant prior to the effective date of the termination of his employment as if the EXECUTIVE were still employed under this AGREEMENT until the earlier of the expiration of the TERM or the date on which the EXECUTIVE is included in another employer's benefit plans as a full-time EXECUTIVE; be eligible for benefit distribution from any of the COMPANY'S stock benefit plans in accordance with the terms and conditions of any such plans; but the EXECUTIVE shall not accrue any further benefit, vesting, or service credits under any qualified retirement plans maintained by the COMPANY after the effective date of the EXECUTIVE'S termination of employment. (iii) The EXECUTIVE EMPLOYEE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EXECUTIVE EMPLOYEE offset in any manner the obligations of the COMPANY EMPLOYER hereunder. (B) The EMPLOYEE may voluntarily terminate his employment pursuant to this AGREEMENT within twelve months following a CHANGE OF CONTROL and shall be entitled to compensation as set forth in Section 4(a)(ii)(A) of this AGREEMENT in the event that: (I) the present capacity or circumstances in which the EMPLOYEE is employed are materially changed (including, except without limitation, a material reduction in responsibilities or authority, or the assignment of duties or responsibilities substantially inconsistent with those normally associated with the position of President and Chief Executive Officer); (II) the EMPLOYEE is no longer the President and Chief Executive Officer of the EMPLOYER; (III) the EMPLOYEE is required to move his personal residence, or perform his principal executive functions, more than thirty-five (35) miles from his primary office as specifically stated of the date of the commencement of the TERM of this AGREEMENT; or (IV) the EMPLOYER otherwise breaches this AGREEMENT in subparagraph any material respect. In the event that payments pursuant to this subsection (ii) above. (ivwould result in the imposition of a penalty tax pursuant to Section 280G(b)(3) For purposes of this Agreement, a "CHANGE OF CONTROL" shall mean any one of the following events:Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (hereinafter collectively referred to as "SECTION 280G"), such payments shall be reduced to the maximum amount that may be paid under SECTION 280G without exceeding such limits. Payments pursuant to this subsection also may not exceed the limit set forth in Regulatory Bulletin 27a of the Office of Thrift Supervision.

Termination in Connection with Change of Control. (A) In the event that that, before the employment expiration of the EXECUTIVE is terminated by COMPANY TERM and within six months before or within one (1) year before or after a CHANGE OF CONTROL (hereinafter definedas defined hereinafter) of the EMPLOYER, (I) the employment of the EMPLOYEE is terminated for any reason other than CauseJUST CAUSE, death(II) the present capacity or circumstances in which the EMPLOYEE is employed are materially changed, or disability(III) the EMPLOYEE's responsibilities, authority, compensation or within one (1) year before or after a CHANGE OF CONTROL the Executive's employment is terminated at the EXECUTIVE'S option as other benefits provided in Section 4 (a) (ii) aboveunder this AGREEMENT are materially reduced, then the following shall occur: (ia) The COMPANY EMPLOYER shall promptly pay to the EXECUTIVE EMPLOYEE or to his beneficiaries, dependents or estate an amount equal to two times the product greater of three (31) multiplied by the EXECUTIVE'S "base amount" as defined annual salary set forth in Section 280G(b)(33(a) of this AGREEMENT or (2) the Internal Revenue Code annual salary payable to the EMPLOYEE as a result of 1986, as amended, and the regulations promulgated thereunder LESS one dollar ($1.00) (hereinafter collectively referred to as "SECTION 280G").any ANNUAL REVIEW; and (iib) The EXECUTIVE, his dependents, beneficiaries and estate shall: continue to be covered at the COMPANY'S expense under all health and welfare benefit plans of the COMPANY in which the EXECUTIVE was a participant prior to the effective date of the termination of his employment as if the EXECUTIVE were still employed under this AGREEMENT until the earlier of the expiration of the TERM or the date on which the EXECUTIVE is included in another employer's benefit plans as a full-time EXECUTIVE; be eligible for benefit distribution from any of the COMPANY'S stock benefit plans in accordance with the terms and conditions of any such plans; but the EXECUTIVE shall not accrue any further benefit, vesting, or service credits under any qualified retirement plans maintained by the COMPANY after the effective date of the EXECUTIVE'S termination of employment. (iii) The EXECUTIVE EMPLOYEE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EXECUTIVE EMPLOYEE offset in any manner the obligations of the COMPANY EMPLOYER hereunder. (B) The EMPLOYEE may voluntarily terminate his employment pursuant to this AGREEMENT within twelve months following a CHANGE OF CONTROL and shall be entitled to compensation as set forth in Section 4(a)(ii)(A) of this AGREEMENT in the event that: (I) the present capacity or circumstances in which the EMPLOYEE is employed are materially changed (including, except without limitation, a material reduction in responsibilities or authority, or the assignment of duties or responsibilities substantially inconsistent with those normally associated with the position of Treasurer); (II) the EMPLOYEE is no longer the Treasurer of the EMPLOYER; (III) the EMPLOYEE is required to move his personal residence, or perform his principal executive functions, more than thirty-five (35) miles from his primary office as specifically stated of the date of the commencement of the TERM of this AGREEMENT; or (IV) the EMPLOYER otherwise breaches this AGREEMENT in subparagraph any material respect. In the event that payments pursuant to this subsection (ii) above. (ivwould result in the imposition of a penalty tax pursuant to Section 280G(b)(3) For purposes of this Agreement, a "CHANGE OF CONTROL" shall mean any one of the following events:Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (hereinafter collectively referred to as "SECTION 280G"), such payments shall be reduced to the maximum amount that may be paid under SECTION 280G without exceeding such limits. Payments pursuant to this subsection also may not exceed the limit set forth in Regulatory Bulletin 27a of the Office of Thrift Supervision.

Termination in Connection with Change of Control. Executive’s employment will be terminated by the Company without Cause effective as of May 5, 2006. Such termination shall constitute a termination of Executive’s employment without Cause following a Change of Control for purposes of this Agreement. Upon such termination, Executive shall be entitled to receive, in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below: (A) the Company shall pay to Executive his fully earned but unpaid base salary, when due, through the date of termination at the rate then in effect, plus all other amounts to which Executive is entitled under any compensation plan or practice of the Company at the time of termination; (B) Executive shall be entitled to receive severance pay as follows: (1) on May 5, 2006, (x) $227,200 in cash, plus (y) a number of fully-vested shares of the Company’s common stock equal to (i) $227,200, divided by (ii) the closing price of the Company’s common stock on The Nasdaq National Market on the immediately preceding trading date, plus (2) on January 1, 2007, (x) $317,800 in cash, plus (y) a number of fully-vested shares of the Company’s common stock equal to (i) $250,200, divided by (ii) the closing price of the Company’s common stock on The Nasdaq National Market on the immediately preceding trading date Any shares of the Company’s common stock to be issued to Executive pursuant to this Section 5(d)(ii)(B) shall be issued to Executive as a fully-vested stock payment pursuant to the Company’s Amended and Restated 2003 Equity Incentive Award Plan (or any successor plan maintained by the Company) and such issuance shall be expressly conditioned on compliance with all applicable laws and Executive’s payment of all applicable federal, state and local taxes required to be withheld by the Company as a result of the issuance of such shares. Executive may satisfy such withholding obligations by instructing the Company to withhold shares of the Company’s common stock otherwise issuable to Executive pursuant to this Section 5(d)(ii)(B)(3) or by payment of such amounts in cash or reduction of other compensation payable to Executive by the Company. In the event that such issuance is not permitted by applicable laws as of May 5, 2006 or January 1, 2007, as applicable, then within ten (10) days following such scheduled issuance date, the employment Company shall pay to Executive a cash payment in lieu of shares of the EXECUTIVE is terminated by COMPANY within one (1) year before or after a CHANGE OF CONTROL (hereinafter defined) for any reason other than CauseCompany’s common stock, deathless all applicable federal, or disability, or within one (1) year before or after a CHANGE OF CONTROL the Executive's employment is terminated at the EXECUTIVE'S option as provided in Section 4 (a) (ii) above, then the following shall occur: (i) The COMPANY shall promptly pay state and local taxes required to the EXECUTIVE or to his beneficiaries, dependents or estate an amount equal to the product of three (3) multiplied be withheld by the EXECUTIVE'S "base amount" as defined in Section 280G(b)(3) Company. Any shares of the Internal Revenue Code Company’s common stock issued to Executive hereunder shall be registered by the Company on a Registration Statement of 1986, Form S-8 as amended, and of the regulations promulgated thereunder LESS one dollar ($1.00) (hereinafter collectively referred to as "SECTION 280G")date of issuance. (iiC) The EXECUTIVE, his dependents, beneficiaries and estate shall: continue to be covered at For the COMPANY'S expense under all health and welfare benefit plans of period beginning on the COMPANY in which the EXECUTIVE was a participant prior to the effective date of termination and ending on the date which is eighteen (18) full months following the date of termination of his employment as (or, if the EXECUTIVE were still employed under this AGREEMENT until the earlier of the expiration of the TERM or earlier, the date on which the EXECUTIVE is included in another employer's benefit applicable continuation period under COBRA expires), reimburse Executive for the costs associated with continuation coverage pursuant to COBRA for Executive and his eligible dependents who were covered under the Company’s health plans as a full-time EXECUTIVE; be eligible for benefit distribution from any of the COMPANY'S stock benefit plans date of Executive’s termination (provided that Executive shall be solely responsible for all matters relating to his continuation of coverage pursuant to COBRA, including, without limitation, his election of such coverage and his timely payment of premiums); (D) (1) For the period beginning on the date of termination and ending on February 28, 2007, pay for and provide Executive and such eligible dependents with life insurance benefits coverage to the extent such dependents were receiving such benefits prior to the date of Executive’s termination, and (2) on March 1, 2007, pay Executive an amount in accordance with cash equal to the terms and conditions premiums required to maintain the life insurance benefits coverage described in clause (1) above through the date which is eighteen (18) full months following the date of any such plans; but termination; (E) Executive shall be entitled to executive-level outplacement services at the EXECUTIVE Company’s expense, not to exceed $15,000, which services shall not accrue any further benefitbe provided no later than March 15, vesting, or service credits under any qualified retirement plans maintained 2007. Such services shall be provided by a firm selected by Executive from a list compiled by the COMPANY after the effective date of the EXECUTIVE'S Company; and (F) Upon Executive’s termination of employmentemployment on May 5, 2006, Executive shall receive the payments and benefits described in Section 5(d)(ii) and Section 5(d)(i) shall be inapplicable. (iii) The EXECUTIVE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EXECUTIVE offset in any manner the obligations of the COMPANY hereunder, except as specifically stated in subparagraph (ii) above. (iv) For purposes of this Agreement, a "CHANGE OF CONTROL" shall mean any one of the following events:”