Common use of Termination of Employment Following Change in Control Clause in Contracts

Termination of Employment Following Change in Control. (a) If a Change in Control (as defined in Section 5(b) of this Agreement) shall occur and, thereafter, if at any time during the term of this Agreement there shall be: (i) any involuntary termination of Executive’s employment (other than for the reasons set forth in Section 3(c) of this Agreement; (ii) any reduction in Executive’s title, responsibilities, including reporting responsibilities, or authority, including such title, responsibilities or authority as such may be increased from time to time during the term of this Agreement; (iii) the assignment to Executive of duties inconsistent with Executive’s office on the date of the Change in Control or as the same may be increased from time to time after the Change in Control; (iv) any reassignment of Executive to a location greater than fifty (50) miles from the location of Executive’s office on the date of the Change in Control; (v) any significant reduction in Executive’s compensation as provided in Section 4 in effect on the date of the Change in Control or as the same may be increased from time to time after the Change in Control; (vi) any failure to provide Executive with benefits at least as favorable as those enjoyed by Executive under any of Corporation or Bank’s retirement or pension, life insurance, medical, health and accident, disability or other employee plans in which Executive participated at the time of the Change in Control, or the taking of any action that would materially reduce any of such benefits in effect at the time of the Change in Control; (vii) any requirement that Executive travel in performance of his duties on behalf of Corporation or Bank for a significantly greater period of time during any year than was required of Executive during the year preceding the year in which the Change in Control occurred; or (viii) any sustained pattern of interruption or disruption of Executive for matters substantially unrelated to Executive’s discharge of Executive’s duties on behalf of Corporation and Bank; then, at the option of Executive, exercisable by Executive within ninety (90) days of the Change in Control and occurrence of any of the foregoing events, Executive may resign from employment with Corporation and Bank (or, if involuntarily terminated, give notice of intention to collect benefits under this Agreement) by delivering a notice in writing (the “Notice of Termination”) to Corporation and Bank and the provisions of Section 6 of this Agreement shall apply. In addition, notwithstanding the payments to Executive contemplated by Section 6, if Executive is requested by the Corporation, Bank, or a successor thereto to remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank following the Date of Change of Control, Executive expressly agrees, subject to the condition set forth below, to remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank for not less than six months following the Date of Change of Control. The Corporation, Bank, or successor to the Corporation or Bank shall have the right to request Executive remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank for a period of less than six months following the Date of Change of Control. Executive agrees to remain an employee of the Corporation, Bank or successor to the Corporation or Bank pursuant to their request conditioned upon Executive being compensated in the same amount and on the same terms as he was compensated immediately prior to the Date of Change of Control, including participation in all employee benefit plans to which he would otherwise be entitled. (b) As used in this Agreement, “Change in Control” shall mean the occurrence of any of the following:

Termination of Employment Following Change in Control. (a) If a Change in Control (as defined in Section 5(b) of this Agreement) shall occur and, and if thereafter, if at any time during the term of this Agreement Agreement, there shall be: (i) any involuntary termination of Executive’s 's employment (other than for the reasons set forth in Section 3(c3(b) or 3(d) of this Agreement); (ii) any reduction in Executive’s 's title, responsibilities, including reporting responsibilities, or authority, including such title, responsibilities responsibilities, or authority as such title, responsibilities, or authority may be increased from time to time during the term of this Agreement; (iii) the assignment to Executive of duties inconsistent with Executive’s 's office on the date of the Change in Control or as the same may be increased from time to time after the Change in Control; (iv) any reassignment of Executive to a location greater than fifty twenty-five (5025) miles from the location of Executive’s 's office on the date of the Change in Control; (v) any significant reduction in Executive’s compensation as provided in Section 4 's annual base salary in effect on the date of the Change in Control or as the same may be increased from time to time after the Change in Control; (vi) any failure to continue Executive's participation in any of Bancorp's incentive compensation or bonus plans in which Executive participated at the time of the Change in Control or any change or amendment to any provisions of any of such plans which would materially decrease the potential benefits to Executive under any of such plans; (vii) any failure to provide Executive with benefits at least as favorable as those enjoyed by Executive under any of Corporation or Bank’s Bancorp's retirement or pension, life insurance, medical, health and accident, disability or other employee plans in which Executive participated at the time of the Change in Control, or the taking of any action that would materially reduce any of such benefits in effect at the time of the Change in Control; (viiviii) any requirement that Executive travel in performance of his duties on behalf of Corporation Bancorp or Bank for a significantly greater period of time during any year than was required of Executive during the year preceding the year in which the Change in Control occurred; or; (viiiix) any sustained pattern of interruption or disruption of Executive for matters substantially unrelated to Executive’s 's discharge of Executive’s 's duties on behalf of Corporation and Bancorp; or (x) any breach of this Agreement of any nature whatsoever on the part of Bancorp or Bank; then, at the option of Executive, exercisable by Executive within ninety one hundred twenty (90120) days of the Change in Control and occurrence of any of the foregoing events, Executive may resign from employment with Corporation Bancorp and Bank (or, if involuntarily terminated, give notice of intention to collect benefits under this Agreement) by delivering a notice in writing (the “Notice of Termination”") to Corporation Bancorp and Bank and the provisions of Section 6 of this Agreement shall apply. In addition, notwithstanding the payments to Executive contemplated by Section 6, if Executive is requested by the Corporation, Bank, or a successor thereto to remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank following the Date of Change of Control, Executive expressly agrees, subject to the condition set forth below, to remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank for not less than six months following the Date of Change of Control. The Corporation, Bank, or successor to the Corporation or Bank shall have the right to request Executive remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank for a period of less than six months following the Date of Change of Control. Executive agrees to remain an employee of the Corporation, Bank or successor to the Corporation or Bank pursuant to their request conditioned upon Executive being compensated in the same amount and on the same terms as he was compensated immediately prior to the Date of Change of Control, including participation in all employee benefit plans to which he would otherwise be entitled. (b) As used in this Agreement, “"Change in Control” " shall mean the occurrence of any of the following:

Termination of Employment Following Change in Control. (a) If a Change in Control (as defined in Section 5(b) of this Agreement) shall occur and, thereafter, and if thereafter at any time during the term of this Agreement there shall be: (i) any involuntary termination of Executive’s employment (other than for the reasons set forth in Section 3(c3(b) or 3(d) of this Agreement); (ii) any reduction in Executive’s title, responsibilities, including reporting responsibilities, or authority, including such title, responsibilities or authority as such title, responsibilities or authority may be increased from time to time during the term of this Agreement; (iii) the assignment to Executive of duties inconsistent with Executive’s office on the date of the Change in Control or as the same may be increased from time to time after the Change in Control; (iv) any reassignment of Executive to a location greater than fifty (50) miles from the location of Executive’s office on the date of the Change in Control; (v) any significant reduction in Executive’s compensation as provided in Section 4 Annual Base Salary in effect on the date of the Change in Control or as the same may be increased from time to time after the Change in Control; (vi) any failure to provide Executive with benefits at least as favorable as those enjoyed by Executive under any of Corporation or BankHMS’s retirement or pension, life insurance, medical, health and accident, disability or other employee plans in which Executive participated at the time of the Change in Control, or the taking of any action that would materially reduce any of such benefits in effect at the time of the Change in Control;; or (vii) any requirement that Executive travel in performance of his duties on behalf of Corporation HNC or Bank any of its subsidiaries or affiliates for a significantly greater period of time during any year than was required of Executive during the year preceding the year in which the Change in Control occurred; or (viii) any sustained pattern of interruption or disruption of Executive for matters substantially unrelated to Executive’s discharge of Executive’s duties on behalf of Corporation and Bank; . then, at the option of Executive, exercisable by Executive within ninety one hundred twenty (90120) days of the Change in Control and occurrence of any of the foregoing events, Executive may resign from employment with Corporation and Bank HMS (or, if involuntarily terminated, give notice of intention to collect benefits under this Agreement) by delivering a notice in writing (the “Notice of Termination”) to Corporation and Bank HMS and the provisions of Section 6 of this Agreement shall apply. In addition, notwithstanding the payments to Executive contemplated by Section 6, if Executive is requested by the Corporation, Bank, or a successor thereto to remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank following the Date of Change of Control, Executive expressly agrees, subject to the condition set forth below, to remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank for not less than six months following the Date of Change of Control. The Corporation, Bank, or successor to the Corporation or Bank shall have the right to request Executive remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank for a period of less than six months following the Date of Change of Control. Executive agrees to remain an employee of the Corporation, Bank or successor to the Corporation or Bank pursuant to their request conditioned upon Executive being compensated in the same amount and on the same terms as he was compensated immediately prior to the Date of Change of Control, including participation in all employee benefit plans to which he would otherwise be entitled. (b) As used in this Agreement, “Change in Control” shall mean the occurrence of any of the following:

Termination of Employment Following Change in Control. (a) If a Change in Control (as defined in Section 5(b) of this Agreement) shall occur and, thereafter, or if thereafter at any time during the term of this Agreement there shall be: (i) any involuntary termination of Executive’s 's employment (other than for the reasons set forth in Section 3(c3(b) or 3(d) of this Agreement); (ii) any reduction in Executive’s 's title, responsibilities, including reporting responsibilities, or authority, including such title, responsibilities or authority as such may be increased from time to time during the term of this Agreement; (iii) the assignment to Executive of duties inconsistent with Executive’s 's office on the date of the Change in Control or as the same may be increased from time to time after the Change in Control; (iv) any reassignment of Executive to a location greater than fifty (50) miles from the location of Executive’s 's office on the date of the Change in Control; (v) any significant reduction in Executive’s compensation as provided in Section 4 's Annual Base Salary in effect on the date of the Change in Control or as the same may be increased from time to time after the Change in Control; (vi) any failure to provide Executive with benefits at least as favorable as those enjoyed by Executive under any of Corporation or Bank’s 's retirement or pension, life insurance, medical, health and accident, disability or other employee plans in which Executive participated at the time of the Change in Control, or the taking of any action that would materially reduce any of such benefits in effect at the time of the Change in Control; (vii) any requirement that Executive travel in performance of his duties on behalf of Corporation or Bank for a significantly greater period of time during any year than was required of Executive during the year preceding the year in which the Change in Control occurred; or (viii) any sustained pattern of interruption or disruption of Executive for matters substantially unrelated to Executive’s 's discharge of Executive’s 's duties on behalf of Corporation and Bank; then, at the option of Executive, exercisable by Executive within ninety one hundred twenty (90120) days of the Change in Control and or occurrence of any of the foregoing events, Executive may resign from employment with Corporation and Bank (or, if involuntarily terminated, give notice of intention to collect benefits under this Agreement) by delivering a notice in writing (the “"Notice of Termination”") to Corporation and Bank and the provisions of Section 6 of this Agreement shall apply. In addition, notwithstanding the payments to Executive contemplated by Section 6, if Executive is requested by the Corporation, Bank, or a successor thereto to remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank following the Date of Change of Control, Executive expressly agrees, subject to the condition set forth below, to remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank for not less than six months following the Date of Change of Control. The Corporation, Bank, or successor to the Corporation or Bank shall have the right to request Executive remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank for a period of less than six months following the Date of Change of Control. Executive agrees to remain an employee of the Corporation, Bank or successor to the Corporation or Bank pursuant to their request conditioned upon Executive being compensated in the same amount and on the same terms as he was compensated immediately prior to the Date of Change of Control, including participation in all employee benefit plans to which he would otherwise be entitled. (b) As used in this Agreement, “"Change in Control” " shall mean the occurrence of any of the following:

Termination of Employment Following Change in Control. (a) If a Change in Control (as defined in Section 5(b) of this Agreement) shall occur andoccur, thereafter, and if thereafter at any time during the term of this Agreement there shall be: (i) any involuntary termination of Executive’s 's employment (other than for the reasons set forth in Section 3(c3(b) or 3(d) of this Agreement); (ii) any reduction in Executive’s 's title, responsibilities, including reporting responsibilities, or authority, including such title, responsibilities or authority as such title, responsibilities or authority may be increased from time to time during the term of this Agreement; (iii) the assignment to Executive of duties inconsistent with Executive’s 's office on the date of the Change in Control or as the same may be increased from time to time after the Change in Control; (iv) any reassignment of Executive to a location greater than fifty (50) miles from the location of Executive’s 's office on the date of the Change in Control; (v) any significant reduction in Executive’s compensation as provided in Section 4 's Annual Base Salary in effect on the date of the Change in Control or as the same may be increased from time to time after the Change in Control; (vi) any failure to provide Executive with benefits at least as favorable as those enjoyed by Executive under any of Corporation or Bank’s HMS's retirement or pension, life insurance, medical, health and accident, disability or other employee plans in which Executive participated at the time of the Change in Control, or the taking of any action that would materially reduce any of such benefits in effect at the time of the Change in Control;; or (vii) any requirement that Executive travel in performance of his duties on behalf of Corporation HNC or Bank any of its subsidiaries or affiliates for a significantly greater period of time during any year than was required of Executive during the year preceding the year in which the Change in Control occurred; or (viii) any sustained pattern of interruption or disruption of Executive for matters substantially unrelated to Executive’s discharge of Executive’s duties on behalf of Corporation and Bank; . then, at the option of Executive, exercisable by Executive within ninety one hundred twenty (90120) days of the Change in Control and occurrence of any of the foregoing events, Executive may resign from employment with Corporation and Bank HMS (or, if involuntarily terminated, give notice of intention to collect benefits under this Agreement) by delivering a such notice in writing (the “"Notice of Termination”") to Corporation and Bank HMS and the provisions of Section 6 of this Agreement shall apply. In addition, notwithstanding the payments to Executive contemplated by Section 6, if Executive is requested by the Corporation, Bank, or a successor thereto to remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank following the Date of Change of Control, Executive expressly agrees, subject to the condition set forth below, to remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank for not less than six months following the Date of Change of Control. The Corporation, Bank, or successor to the Corporation or Bank shall have the right to request Executive remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank for a period of less than six months following the Date of Change of Control. Executive agrees to remain an employee of the Corporation, Bank or successor to the Corporation or Bank pursuant to their request conditioned upon Executive being compensated in the same amount and on the same terms as he was compensated immediately prior to the Date of Change of Control, including participation in all employee benefit plans to which he would otherwise be entitled. (b) As used in this Agreement, “"Change in Control” " shall mean the occurrence of any of the following: (A) a merger, consolidation or division involving HNC only (not the Bank), (B) a sale, exchange, transfer or other disposition of substantially all of the assets of HNC only (not the Bank), or (c) a purchase by HNC only (not the Bank) of substantially all of the assets of another entity, unless (x) such merger, consolidation, division, sale, exchange, transfer, purchase or disposition is approved in advance by seventy percent (70%) or more of the members of the Board of Directors of HNC only (not the Bank) who are not interested in the transaction and (y) a majority of the members of the Board of Directors of the legal entity resulting from or existing after any such transaction and of the Board of Directors of such entity's parent corporation, if any, are former members of the Board of Directors of HNC only (not the Bank); or (ii) any other change in control of HNC only (not the Bank) similar in effect to any of the foregoing.

Termination of Employment Following Change in Control. (a) If a Change in Control (as defined in Section 5(b) of this Agreement) shall occur andoccur, thereafter, and if thereafter at any time during the term of this Agreement there shall be: (i) any involuntary termination of Executive’s employment (other than for the reasons set forth in Section 3(c3(b) or 3(d) of this Agreement); (ii) any reduction in Executive’s title, responsibilities, including reporting responsibilities, or authority, including such title, responsibilities or authority as such title, responsibilities or authority may be increased from time to time during the term of this Agreement; (iii) the assignment to Executive of duties inconsistent with Executive’s office on the date of the Change in Control or as the same may be increased from time to time after the Change in Control; (iv) any reassignment of Executive to a location greater than fifty seventy-five (5075) miles from the location of Executive’s office on the date of the Change in Control; (v) any significant reduction in Executive’s compensation as provided in Section 4 Annual Base Salary in effect on the date of the Change in Control or as the same may be increased from time to time after the Change in Control;; or (vi) any failure to provide Executive with benefits at least as favorable as those enjoyed by Executive under any of Corporation or BankHMS’s retirement or pension, life insurance, medical, health and accident, disability or other employee plans in which Executive participated at the time of the Change in Control, or the taking of any action that would materially reduce any of such benefits in effect at the time of the Change in Control; (vii) ; or any requirement that Executive travel in performance of his duties on behalf of Corporation the Bank or Bank any of its subsidiaries or affiliates for a significantly greater period of time during any year than was required of Executive during the year preceding the year in which the Change in Control occurred; or (viii) any sustained pattern of interruption or disruption of Executive for matters substantially unrelated to Executive’s discharge of Executive’s duties on behalf of Corporation and Bank; then, at the option of Executive, exercisable by Executive shall within ninety (90) days of the Change in Control and occurrence of any of the foregoing events, provide notice to HMS of the existence of the condition and provide HMS thirty (30) days in which to cure such condition. In the event that HMS does not cure the condition within thirty (30) days of such notice, Executive may resign from employment with Corporation and Bank HMS (or, if involuntarily terminated, give notice of intention to collect benefits under this Agreement) by delivering a such notice in writing (the “Notice of Termination”) to Corporation and Bank HMS and the provisions of Section 6 of this Agreement shall apply. In addition, notwithstanding the payments to Executive contemplated by Section 6, if Executive is requested by the Corporation, Bank, or a successor thereto to remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank following the Date of Change of Control, Executive expressly agrees, subject to the condition set forth below, to remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank for not less than six months following the Date of Change of Control. The Corporation, Bank, or successor to the Corporation or Bank shall have the right to request Executive remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank for a period of less than six months following the Date of Change of Control. Executive agrees to remain an employee of the Corporation, Bank or successor to the Corporation or Bank pursuant to their request conditioned upon Executive being compensated in the same amount and on the same terms as he was compensated immediately prior to the Date of Change of Control, including participation in all employee benefit plans to which he would otherwise be entitled. (b) As used in this Agreement, “Change in Control” shall mean the occurrence of any of the following, provided the event constitutes a change in control within the meaning of Code Section 409A and the rules, regulations, and guidance promulgated thereunder:

Termination of Employment Following Change in Control. (a) If a Change in Control (as defined in Section 5(b) of this Agreement) shall occur and, thereafter, if at any time during the term of this Agreement there shall be: (i) any involuntary termination of Executive’s employment (other than for the reasons set forth in Section 3(c) of this Agreement); (ii) any reduction in Executive’s title, responsibilities, including reporting responsibilities, or authority, including such title, responsibilities or authority as such may be increased from time to time during the term of this Agreement, which results in a material negative change to Executive in the employment relationship; (iii) the assignment to Executive of duties inconsistent with Executive’s office on the date of the Change in Control or as the same may be increased from time to time after the Change in Control, which results in a material negative change to Executive in the employment relationship; (iv) any reassignment of Executive to a location principal office greater than fifty (50) miles from the location of Executive’s principal office on the date of the Change in Control; (v) any significant reduction in Executive’s compensation as provided in Section 4 in effect on the date of the Change in Control or as the same may be increased from time to time after the Change in Control; (vi) any failure to provide Executive with benefits at least as favorable as those enjoyed by Executive under any of Corporation or Bank’s retirement or pension, life insurance, medical, health and accident, disability or other employee plans in which Executive participated at the time of the Change in Control, or the taking of any action that would materially reduce any of such benefits in effect at the time of the Change in Control; (vii) any requirement that Executive travel in performance of his duties on behalf of Corporation or Bank for a significantly greater period of time during any year than was required of Executive during the year preceding the year in which the Change in Control occurred; or (viii) any sustained pattern of interruption or disruption of Executive for matters substantially unrelated to Executive’s discharge of Executive’s duties on behalf of Corporation and Bank, which results in a material negative change to Executive in the employment relationship; then, at the option of Executive, exercisable by Executive within ninety (90) days of the Change in Control and occurrence of any of the foregoing events, Executive may resign from employment with Corporation and Bank (or, if involuntarily terminated, give notice of intention to collect benefits under this Agreement) by delivering a notice in writing (the “Notice of Termination”) to Corporation and Bank and the provisions of Section 6 of this Agreement shall apply, provided, however, that Corporation and Bank shall be given thirty (30) days from the date it receives the Notice of Termination to remedy any such event (other than an involuntary termination). Notwithstanding the foregoing, upon the occurrence of any of the events listed in Sections 5(a)(ii)-(viii), the provisions of Section 6 shall only apply if Executive actually terminates employment within two (2) years following the initial existence such event. In addition, notwithstanding the payments to Executive contemplated by Section 6, if Executive is requested by the Corporation, Bank, or a successor thereto to remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank following the Date of Change of Control, Executive expressly agrees, subject to the condition set forth below, to remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank for not less than six months following the Date of Change of Control. The Corporation, Bank, or successor to the Corporation or Bank shall have the right to request Executive remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank for a period of less than six months following the Date of Change of Control. Executive agrees to remain an employee of the Corporation, Bank or successor to the Corporation or Bank pursuant to their request conditioned upon Executive being compensated in the same amount and on the same terms as he was compensated immediately prior to the Date of Change of Control, including participation in all employee benefit plans to which he would otherwise be entitled. (b) As used in this Agreement, “Change in Control” shall mean the occurrence of any of the following:

Termination of Employment Following Change in Control. (a) If a Change in Control (as defined in Section 5(b) of this Agreement) shall occur and, thereafter, and if thereafter at any time during the term of this Agreement there shall be: (i) any involuntary termination of Executive’s 's employment (other than for the reasons set forth in Section 3(c3(b) or 3(d) of this Agreement); (ii) any reduction in Executive’s 's title, responsibilities, including reporting responsibilities, or authority, including such title, responsibilities or authority as such title, responsibilities or authority may be increased from time to time during the term of this Agreement; (iii) the assignment to Executive of duties inconsistent with Executive’s 's office on the date of the Change in Control or as the same may be increased from time to time after the Change in Control; (iv) any reassignment of Executive to a location greater than fifty (50) miles from the location of Executive’s 's office on the date of the Change in Control; (v) any significant reduction in Executive’s compensation as provided in Section 4 's Annual Base Salary in effect on the date of the Change in Control or as the same may be increased from time to time after the Change in Control; (vi) any failure to continue Executive's participation in any of E&B's commission compensation or bonus plans in which Executive participated at the time of the Change in Control or any change or amendment to any provisions of any of such plans which would materially decrease the potential benefits to Executive under any of such plans; (vii) any failure to provide Executive with benefits at least as favorable as those enjoyed by Executive under any of Corporation or Bank’s E&B's retirement or pension, life insurance, medical, health and accident, disability or other employee plans in which Executive participated at the time of the Change in Control, or the taking of any action that would materially reduce any of such benefits in effect at the time of the Change in Control; (viiviii) any requirement that Executive travel in performance of his duties on behalf of Corporation or Bank E&B for a significantly greater period of time during any year than was required of Executive during the year preceding the year in which the Change in Control occurred; or (viiiix) any sustained pattern of interruption or disruption of Executive for matters substantially unrelated to Executive’s 's discharge of Executive’s 's duties on behalf of Corporation and Bank; E&B. then, at the option of Executive, exercisable by Executive within ninety one hundred twenty (90120) days of the Change in Control and occurrence of any of the foregoing events, Executive may resign from employment with Corporation and Bank E&B (or, if involuntarily terminated, give notice of intention to collect benefits under this Agreement) by delivering a notice in writing (the “"Notice of Termination”") to Corporation Bank and Bank E&B and the provisions of Section 6 of this Agreement shall apply. In addition, notwithstanding the payments to Executive contemplated by Section 6, if Executive is requested by the Corporation, Bank, or a successor thereto to remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank following the Date of Change of Control, Executive expressly agrees, subject to the condition set forth below, to remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank for not less than six months following the Date of Change of Control. The Corporation, Bank, or successor to the Corporation or Bank shall have the right to request Executive remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank for a period of less than six months following the Date of Change of Control. Executive agrees to remain an employee of the Corporation, Bank or successor to the Corporation or Bank pursuant to their request conditioned upon Executive being compensated in the same amount and on the same terms as he was compensated immediately prior to the Date of Change of Control, including participation in all employee benefit plans to which he would otherwise be entitled. (b) As used in this Agreement, “"Change in Control” " shall mean the occurrence of any of the following:

Termination of Employment Following Change in Control. (a) If a Change in Control (as defined in Section 5(b) of this Agreement) shall occur and, and if thereafter, if at any time during the term of this Agreement Agreement, there shall be: (i) any involuntary termination of Executive’s employment (other than for the reasons set forth in Section 3(c) of this AgreementCause or Disability); (ii) any a reduction in the Executive’s title, responsibilities, including reporting responsibilities, or authority, including such title, responsibilities responsibilities, or authority as such may be have been increased from time to time during the term of this Agreement, which results in a material negative change to the Executive in the employment relationship; (iii) the assignment of the Executive to Executive of duties inconsistent with Executive’s his office as existed on the day immediately prior to the date of the Change in Control or as the same may be increased from time to time after the a Change in Control, which results in a material negative change to the Executive in the employment relationship; (iv) any reassignment of Executive to a location greater than fifty (50) miles from reduction in the location of Executive’s office annual base salary in effect on the day immediately prior to the date of the Change in Control; (v) any significant reduction in a termination of the Executive’s participation, on substantially similar terms, in any incentive compensation as provided in Section 4 in effect on the date or bonus plans of the Change Company in Control or as which the same may be increased from time Executive participated immediately prior to time after the Change in Control, or any change or amendment to any of the substantive provisions of any of such plans which would materially decrease the potential benefits to the Executive under any of such plans; (vi) any a failure by the Company to provide the Executive with benefits at least as favorable as those enjoyed by the Executive under any of Corporation or Bank’s retirement or pension, life insurance, medical, health and accident, disability or other employee plans of the Company in which the Executive participated at the time of immediately prior to the Change in Control, or the taking of any action by the Company that would materially reduce any of such benefits in effect at the time of the Change in Control;, unless such reduction relates to a reduction in benefits applicable to all employees generally; or (vii) any requirement that Executive travel in performance a material breach of his duties on behalf of Corporation or Bank for a significantly greater period of time during any year than was required of Executive during this Agreement by the year preceding the year in which the Change in Control occurred; or (viii) any sustained pattern of interruption or disruption of Executive for matters substantially unrelated to Executive’s discharge of Executive’s duties on behalf of Corporation and Bank; Company, then, at the option of the Executive, exercisable by the Executive within ninety (90) days of the Change in Control and occurrence of any of the foregoing events, the Executive may resign from employment with Corporation and Bank the Company (or, if involuntarily terminated, give notice of intention to collect benefits under this Agreement) by delivering a notice in writing (the “Notice of Termination”) to Corporation and Bank the Company and the provisions of Section 6 of this Agreement shall apply. In addition, notwithstanding the payments to Executive contemplated by Section 6provided, if Executive is requested however, that such resignation by the CorporationExecutive shall become effective only if the Company does not cure the relevant event (excluding the event listed in Section 5(a)(i)) within thirty (30) days of such Notice of Termination. Notwithstanding the foregoing, Bank, or any amounts payable upon a successor thereto to remain in termination under this Section shall be paid only if the employ Executive actually terminates employment within two (2) years following the initial existence of the Corporation, Bank, or a successor above-referenced event(s) which gives rise to the Corporation or Bank following the Date of Change of Control, Executive expressly agrees, subject to the condition set forth below, to remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank for not less than six months following the Date of Change of Control. The Corporation, Bank, or successor to the Corporation or Bank shall have the right to request Executive remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank for a period of less than six months following the Date of Change of Control. Executive agrees to remain an employee of the Corporation, Bank or successor to the Corporation or Bank pursuant to their request conditioned upon Executive being compensated in the same amount and on the same terms as he was compensated immediately prior to the Date of Change of Control, including participation in all employee benefit plans to which he would otherwise be entitledsuch termination. (b) As used in this Agreement, “Change in Control” shall mean the occurrence of any of the following:

Termination of Employment Following Change in Control. (a) If a Change in Control (as defined in Section 5(b) of this Agreement) shall occur and, thereafter, and if thereafter at any time during the term of this Agreement there shall be: (i) any involuntary termination of Executive’s employment (other than for the reasons set forth in Section 3(c3(b) or 3(d) of this Agreement); (ii) any reduction in Executive’s title, responsibilities, including reporting responsibilities, or authority, including such title, responsibilities or authority as such title, responsibilities or authority may be increased from time to time during the term of this Agreement; (iii) the assignment to Executive of duties inconsistent with Executive’s office on the date of the Change in Control or as the same may be increased from time to time after the Change in Control; (iv) any reassignment of Executive to a location greater than fifty (50) miles from the location of Executive’s office on the date of the Change in Control; (v) any significant reduction in Executive’s compensation as provided in Section 4 Annual Base Salary in effect on the date of the Change in Control or as the same may be increased from time to time after the Change in Control; (vi) any failure to provide Executive with benefits at least as favorable as those enjoyed by Executive under any of Corporation or BankHMS’s retirement or pension, life insurance, medical, health and accident, disability or other employee plans in which Executive participated at the time of the Change in Control, or the taking of any action that would materially reduce any of such benefits in effect at the time of the Change in Control;; or (vii) any requirement that Executive travel in performance of his duties on behalf of Corporation HNC or Bank any of its subsidiaries or affiliates for a significantly greater period of time during any year than was required of Executive during the year preceding the year in which the Change in Control occurred; or (viii) any sustained pattern of interruption or disruption of Executive for matters substantially unrelated to Executive’s discharge of Executive’s duties on behalf of Corporation and Bank; . then, at the option of Executive, exercisable by Executive within ninety one hundred twenty (90120) days of the Change in Control and occurrence of any of the foregoing events, Executive may resign from employment with Corporation and Bank HMS (or, if involuntarily terminated, give notice of intention to collect benefits under this Agreement) by delivering a notice in writing (the “Notice of Termination”") to Corporation and Bank HMS and the provisions of Section 6 of this Agreement shall apply. In addition, notwithstanding the payments to Executive contemplated by Section 6, if Executive is requested by the Corporation, Bank, or a successor thereto to remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank following the Date of Change of Control, Executive expressly agrees, subject to the condition set forth below, to remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank for not less than six months following the Date of Change of Control. The Corporation, Bank, or successor to the Corporation or Bank shall have the right to request Executive remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank for a period of less than six months following the Date of Change of Control. Executive agrees to remain an employee of the Corporation, Bank or successor to the Corporation or Bank pursuant to their request conditioned upon Executive being compensated in the same amount and on the same terms as he was compensated immediately prior to the Date of Change of Control, including participation in all employee benefit plans to which he would otherwise be entitled. (b) As used in this Agreement, “Change in Control” " shall mean the occurrence of any of the following:

Termination of Employment Following Change in Control. (a) If a Change in Control (as defined in Section 5(b) of this Agreement) shall occur and, thereafter, and if thereafter at any time during the term of this Agreement there shall be: (i) any involuntary termination of Executive’s employment (other than for the reasons set forth in Section 3(c3(b) or 3(d) of this Agreement); (ii) any reduction in Executive’s title, responsibilities, including reporting responsibilities, or authority, including such title, responsibilities or authority as such title, responsibilities or authority may be increased from time to time during the term of this Agreement; (iii) the assignment to Executive of duties inconsistent with Executive’s office on the date of the Change in Control or as the same may be increased from time to time after the Change in Control; (iv) any reassignment of Executive to a location greater than fifty (50) miles from the location of Executive’s office on the date of the Change in Control; (v) any significant reduction in Executive’s compensation as provided in Section 4 Annual Base Salary in effect on the date of the Change in Control or as the same may be increased from time to time after the Change in Control; (vi) any failure to continue Executive’s participation in any of E&B’s commission compensation or bonus plans in which Executive participated at the time of the Change in Control or any change or amendment to any provisions of any of such plans which would materially decrease the potential benefits to Executive under any of such plans; (vii) any failure to provide Executive with benefits at least as favorable as those enjoyed by Executive under any of Corporation or BankE&B’s retirement or pension, life insurance, medical, health and accident, disability or other employee plans in which Executive participated at the time of the Change in Control, or the taking of any action that would materially reduce any of such benefits in effect at the time of the Change in Control; (viiviii) any requirement that Executive travel in performance of his duties on behalf of Corporation or Bank E&B for a significantly greater period of time during any year than was required of Executive during the year preceding the year in which the Change in Control occurred; or (viiiix) any sustained pattern of interruption or disruption of Executive for matters substantially unrelated to Executive’s discharge of Executive’s duties on behalf of Corporation and Bank; E&B. then, at the option of Executive, exercisable by Executive within ninety (90) days of the Change in Control and occurrence of any of the foregoing events, Executive may resign from employment with Corporation and Bank E&B (or, if involuntarily terminated, give notice of intention to collect benefits under this Agreement) by delivering if Executive (i) delivers a notice in writing (the “Notice of Termination”) to Corporation Bank and E&B and (ii) Bank or E&B fails to cure the condition giving rise to such right to terminate within 30 days of receipt of such Notice of Termination. In the event of termination by Executive as a result of any of the foregoing events, such termination shall be effective no more than 60 days after the end of the 30-day cure period described above and the provisions of Section 6 of this Agreement shall apply. In addition, notwithstanding the payments to Executive contemplated by Section 6, if Executive is requested by the Corporation, Bank, or a successor thereto to remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank following the Date of Change of Control, Executive expressly agrees, subject to the condition set forth below, to remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank for not less than six months following the Date of Change of Control. The Corporation, Bank, or successor to the Corporation or Bank shall have the right to request Executive remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank for a period of less than six months following the Date of Change of Control. Executive agrees to remain an employee of the Corporation, Bank or successor to the Corporation or Bank pursuant to their request conditioned upon Executive being compensated in the same amount and on the same terms as he was compensated immediately prior to the Date of Change of Control, including participation in all employee benefit plans to which he would otherwise be entitled. (b) As used in this Agreement, “Change in Control” shall mean the occurrence of any of the following:”

Termination of Employment Following Change in Control. (a) If a Change in Control (as defined in Section 5(b) of this Agreement) shall occur andoccur, thereafter, and if thereafter at any time during the term of this Agreement there shall be: (i) any involuntary termination of Executive’s 's employment (other than for the reasons set forth in Section 3(c3(b) or 3(d) of this Agreement); (ii) any reduction in Executive’s 's title, responsibilities, including reporting responsibilities, or authority, including such title, responsibilities or authority as such title, responsibilities or authority may be increased from time to time during the term of this Agreement; (iii) the assignment to Executive of duties inconsistent with Executive’s 's office on the date of the Change in Control or as the same may be increased from time to time after the Change in Control; (iv) any reassignment of Executive to a location greater than fifty (50) miles from the location of Executive’s 's office on the date of the Change in Control; (v) any significant reduction in Executive’s compensation as provided in Section 4 's Annual Base Salary in effect on the date of the Change in Control or as the same may be increased from time to time after the Change in Control; (vi) any failure to provide Executive with benefits at least as favorable as those enjoyed by Executive under any of Corporation or Bank’s HMS's retirement or pension, life insurance, medical, health and accident, disability or other employee plans in which Executive participated at the time of the Change in Control, or the taking of any action that would materially reduce any of such benefits in effect at the time of the Change in Control;; or (vii) any requirement that Executive travel in performance of his duties on behalf of Corporation the Bank or Bank any of its subsidiaries or affiliates for a significantly greater period of time during any year than was required of Executive during the year preceding the year in which the Change in Control occurred; or (viii) any sustained pattern of interruption or disruption of Executive for matters substantially unrelated to Executive’s discharge of Executive’s duties on behalf of Corporation and Bank; then, at the option of Executive, exercisable by Executive within ninety one hundred twenty (90120) days of the Change in Control and occurrence of any of the foregoing events, Executive may resign from employment with Corporation and Bank HMS (or, if involuntarily terminated, give notice of intention to collect benefits under this Agreement) by delivering a such notice in writing (the “"Notice of Termination”") to Corporation and Bank HMS and the provisions of Section 6 of this Agreement shall apply. In addition, notwithstanding the payments to Executive contemplated by Section 6, if Executive is requested by the Corporation, Bank, or a successor thereto to remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank following the Date of Change of Control, Executive expressly agrees, subject to the condition set forth below, to remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank for not less than six months following the Date of Change of Control. The Corporation, Bank, or successor to the Corporation or Bank shall have the right to request Executive remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank for a period of less than six months following the Date of Change of Control. Executive agrees to remain an employee of the Corporation, Bank or successor to the Corporation or Bank pursuant to their request conditioned upon Executive being compensated in the same amount and on the same terms as he was compensated immediately prior to the Date of Change of Control, including participation in all employee benefit plans to which he would otherwise be entitled. (b) As used in this Agreement, “"Change in Control” " shall mean the occurrence of any of the following:

Termination of Employment Following Change in Control. (a) If a Change in Control (as defined in Section 5(b) of this Agreement) shall occur and, thereafter, and if thereafter at any time during the term of this Agreement there shall be: (i) any involuntary termination of Executive’s employment (other than for the reasons set forth in Section 3(c3(b) or 3(d) of this Agreement); (ii) any reduction in Executive’s title, responsibilities, including reporting responsibilities, or authority, including such title, responsibilities or authority as such title, responsibilities or authority may be increased from time to time during the term of this Agreement; (iii) the assignment to Executive of duties inconsistent with Executive’s office on the date of the Change in Control or as the same may be increased from time to time after the Change in Control; (iv) any reassignment of Executive to a location greater than fifty (50) miles from the location of Executive’s office on the date of the Change in Control; (v) any significant reduction in Executive’s compensation as provided in Section 4 Annual Base Salary in effect on the date of the Change in Control or as the same may be increased from time to time after the Change in Control; (vi) any failure to provide Executive with benefits at least as favorable as those enjoyed by Executive under any of Corporation or BankHMS’s retirement or pension, life insurance, medical, health and accident, disability or other employee plans in which Executive participated at the time of the Change in Control, or the taking of any action that would materially reduce any of such benefits in effect at the time of the Change in Control;; or (vii) any requirement that Executive travel in performance of his duties on behalf of Corporation HNC or Bank any of its subsidiaries or affiliates for a significantly greater period of time during any year than was required of Executive during the year preceding the year in which the Change in Control occurred; or (viii) any sustained pattern of interruption or disruption of Executive for matters substantially unrelated to Executive’s discharge of Executive’s duties on behalf of Corporation and Bank; . then, at the option of Executive, exercisable by Executive within ninety one hundred twenty (90120) days of the Change in Control and occurrence of any of the foregoing events, Executive may resign from employment with Corporation and Bank HMS (or, if involuntarily terminated, give notice of intention to collect benefits under this Agreement) by delivering a such notice in writing (the “Notice of Termination”) to Corporation and Bank HMS and the provisions of Section 6 of this Agreement shall apply. In addition, notwithstanding the payments to Executive contemplated by Section 6, if Executive is requested by the Corporation, Bank, or a successor thereto to remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank following the Date of Change of Control, Executive expressly agrees, subject to the condition set forth below, to remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank for not less than six months following the Date of Change of Control. The Corporation, Bank, or successor to the Corporation or Bank shall have the right to request Executive remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank for a period of less than six months following the Date of Change of Control. Executive agrees to remain an employee of the Corporation, Bank or successor to the Corporation or Bank pursuant to their request conditioned upon Executive being compensated in the same amount and on the same terms as he was compensated immediately prior to the Date of Change of Control, including participation in all employee benefit plans to which he would otherwise be entitled. (b) As used in this Agreement, “Change in Control” shall mean the occurrence of any of the following:

Termination of Employment Following Change in Control. (a) If a Change in Control (as defined in Section 5(b) of this Agreement) shall occur and, thereafter, or if thereafter at any time during the term of this Agreement there shall be: (i) any involuntary termination of Executive’s 's employment (other than for the reasons set forth in Section 3(c3(b) or 3(d) of this Agreement); (ii) any reduction in Executive’s 's title, responsibilities, including reporting responsibilities, or authority, including such title, responsibilities or authority as such may be increased from time to time during the term of this Agreement; (iii) the assignment to Executive of duties inconsistent with Executive’s 's office on the date of the Change in Control or as the same may be increased from time to time after the Change in Control; (iv) any reassignment of Executive to a location greater than fifty (50) miles from the location of Executive’s 's office on the date of the Change in Control; (v) any significant reduction in Executive’s compensation as provided in Section 4 's Annual Base Salary in effect on the date of the Change in Control or as the same may be increased from time to time after the Change in Control; (vi) any failure to provide Executive with benefits at least as favorable as those enjoyed by Executive under any of Corporation HNC or Bank’s 's retirement or pension, life insurance, medical, health and accident, disability or other employee plans in which Executive participated at the time of the Change in Control, or the taking of any action that would materially reduce any of such benefits in effect at the time of the Change in Control; (vii) any requirement that Executive travel in performance of his duties on behalf of Corporation HNC or Bank for a significantly greater period of time during any year than was required of Executive during the year preceding the year in which the Change in Control occurred; or (viii) any sustained pattern of interruption or disruption of Executive for matters substantially unrelated to Executive’s 's discharge of Executive’s 's duties on behalf of Corporation HNC and Bank; then, at the option of Executive, exercisable by Executive within ninety one hundred twenty (90120) days of the Change in Control and or occurrence of any of the foregoing events, Executive may resign from employment with Corporation HNC and Bank (or, if involuntarily terminated, give notice of intention to collect benefits under this Agreement) by delivering a notice in writing (the “"Notice of Termination”") to Corporation HNC and Bank and the provisions of Section 6 of this Agreement shall apply. In addition, notwithstanding the payments to Executive contemplated by Section 6, if Executive is requested by the Corporation, Bank, or a successor thereto to remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank following the Date of Change of Control, Executive expressly agrees, subject to the condition set forth below, to remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank for not less than six months following the Date of Change of Control. The Corporation, Bank, or successor to the Corporation or Bank shall have the right to request Executive remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank for a period of less than six months following the Date of Change of Control. Executive agrees to remain an employee of the Corporation, Bank or successor to the Corporation or Bank pursuant to their request conditioned upon Executive being compensated in the same amount and on the same terms as he was compensated immediately prior to the Date of Change of Control, including participation in all employee benefit plans to which he would otherwise be entitled. (b) As used in this Agreement, “"Change in Control” " shall mean the occurrence of any of the following:

Termination of Employment Following Change in Control. (a) If a Change in Control (as defined in Section 5(b) of this Agreement) shall occur and, and thereafter, if at any time during the term of this Agreement there shall be: (i) any involuntary termination of Executive’s employment (other than for the reasons set forth in Section 3(c3(b) or 3(d) of this Agreement); (ii) any reduction in Executive’s title, responsibilities, including reporting responsibilities, or authority, including such title, responsibilities or authority as such may be increased from time to time during the term of this Agreement; (iii) the assignment to Executive of duties inconsistent with Executive’s office on the date of the Change in Control or as the same may be increased from time to time after the Change in Control; (iv) any reassignment of Executive to a location greater than fifty (50) miles from the location of Executive’s office on the date of the Change in Control; (v) any significant reduction in Executive’s compensation as provided in Section 4 Annual Base Salary in effect on the date of the Change in Control or as the same may be increased from time to time after the Change in Control; (vi) any failure to provide Executive with benefits at least as favorable as those enjoyed by Executive under any of Corporation Corporation’s or Bank’s retirement or pension, life insurance, medical, health and accident, disability or other employee plans in which Executive participated at the time of the Change in Control, or the taking of any action that would materially reduce any of such benefits in effect at the time of the Change in Control; (vii) any requirement that Executive travel in performance of his duties on behalf of Corporation or Bank for a significantly greater period of time during any year than was required of Executive during the year preceding the year in which the Change in Control occurred; or; (viii) any sustained pattern of interruption or disruption of Executive for matters substantially unrelated to Executive’s discharge of Executive’s duties on behalf of Corporation and Bank; or (ix) a good faith determination by Executive that he can no longer work with the new management of Corporation and Bank, provided, however, that Executive cannot make such a determination during the first five (5) months following a Change in Control. then, at the option of Executive, exercisable by Executive within ninety one hundred eighty (90180) days of the Change in Control and or occurrence of any of the foregoing events, Executive may resign from employment with Corporation and Bank (or, if involuntarily terminated, give notice of intention to collect benefits under this Agreement) by delivering a notice in writing (the “Notice of Termination”) to Corporation and Bank and the provisions of Section 6 of this Agreement shall apply. In addition, notwithstanding the payments to Executive contemplated by Section 6, if Executive is requested by the Corporation, Bank, or a successor thereto to remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank following the Date of Change of Control, Executive expressly agrees, subject to the condition set forth below, to remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank for not less than six months following the Date of Change of Control. The Corporation, Bank, or successor to the Corporation or Bank shall have the right to request Executive remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank for a period of less than six months following the Date of Change of Control. Executive agrees to remain an employee of the Corporation, Bank or successor to the Corporation or Bank pursuant to their request conditioned upon Executive being compensated in the same amount and on the same terms as he was compensated immediately prior to the Date of Change of Control, including participation in all employee benefit plans to which he would otherwise be entitled. (b) As used in this Agreement, “Change in Control” shall mean the occurrence a change in control (other than one occurring by reason of any an acquisition of the followingCorporation or Bank by Executive) of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A and any successor rule or regulation promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”) if Corporation or Bank were subject to the Exchange Act reporting requirements; provided that, without limiting the foregoing, such a change in control shall be deemed to have occurred if the Board of Directors certifies that one of the following has occurred:

Termination of Employment Following Change in Control. (a) If a Change in Control (as defined in Section 5(b) of this Agreement) shall occur and, thereafter, and if thereafter at any time during the term of this Agreement there shall be: (i) any involuntary termination of Executive’s employment (other than for the reasons set forth in Section 3(c3(b) or 3(d) of this Agreement); (ii) any reduction in Executive’s title, responsibilities, including reporting responsibilities, or authority, including such title, responsibilities or authority as such title, responsibilities or authority may be increased from time to time during the term of this Agreement; (iii) the assignment to Executive of duties inconsistent with Executive’s office on the date of the Change in Control or as the same may be increased from time to time after the Change in Control; (iv) any reassignment of Executive to a location greater than fifty one hundred (50100) miles from the location of Executive’s office on the date of the Change in Control; (v) any significant reduction in Executive’s compensation as provided in Section 4 Annual Base Salary in effect on the date of the Change in Control or as the same may be increased from time to time after the Change in Control; (vi) any failure to provide Executive with benefits at least as favorable as those enjoyed by Executive under any of Corporation or BankHMS’s retirement or pension, life insurance, medical, health and accident, disability or other employee plans in which Executive participated at the time of the Change in Control, or the taking of any action that would materially reduce any of such benefits in effect at the time of the Change in Control; (vii) any requirement that Executive travel in performance of his duties on behalf of Corporation HNC or Bank any of its subsidiaries or affiliates for a significantly greater period of time during any year than was required of Executive during the year preceding the year in which the Change in Control occurred; or (viii) any sustained pattern of interruption or disruption of Executive for matters substantially unrelated to Executive’s discharge of Executive’s duties on behalf of Corporation and Bank; . then, at the option of Executive, exercisable by Executive within ninety one hundred twenty (90120) days of the Change in Control and occurrence of any of the foregoing events, Executive may resign from employment with Corporation and Bank HMS (or, if involuntarily terminated, give notice of intention to collect benefits under this Agreement) by delivering a notice in writing (the “Notice of Termination”) to Corporation and Bank HMS and the provisions of Section 6 of this Agreement shall apply. In addition, notwithstanding the payments to Executive contemplated by Section 6, if Executive is requested by the Corporation, Bank, or a successor thereto to remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank following the Date of Change of Control, Executive expressly agrees, subject to the condition set forth below, to remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank for not less than six months following the Date of Change of Control. The Corporation, Bank, or successor to the Corporation or Bank shall have the right to request Executive remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank for a period of less than six months following the Date of Change of Control. Executive agrees to remain an employee of the Corporation, Bank or successor to the Corporation or Bank pursuant to their request conditioned upon Executive being compensated in the same amount and on the same terms as he was compensated immediately prior to the Date of Change of Control, including participation in all employee benefit plans to which he would otherwise be entitled. (b) As used in this Agreement, “Change in Control” shall mean the occurrence of any of the following:

Termination of Employment Following Change in Control. (a) If a Change in Control (as defined in Section 5(b) of this Agreement) shall occur and, thereafter, after the effective date of the merger and if thereafter at any time during the term of this Agreement there shall be: (i) any involuntary termination of Executive’s 's employment (other than for the reasons set forth in Section 3(c3(b), 3(d), or 3(e) of this Agreement); (ii) any reduction in Executive’s 's title, responsibilities, including reporting responsibilities, or authority, including such title, responsibilities or authority as such may be increased from time to time during the term of this Agreement; (iii) the assignment to Executive of duties inconsistent with Executive’s 's office on the date of the Change in Control or as the same may be increased from time to time after the Change in Control; (iv) any reassignment of Executive to a location greater than fifty one hundred (50100) miles from the location of Executive’s 's office on the date of the Change in Control; (v) any significant reduction in Executive’s compensation as provided in Section 4 's Annual Base Salary in effect on the date of the Change in Control or as the same may be increased from time to time after the Change in Control; (vi) any failure to provide Executive with benefits at least as favorable as those enjoyed by Executive under any of Corporation or Bank’s 's retirement or pension, life insurance, medical, health and accident, disability or other employee plans in which Executive participated at the time of the Change in Control, or the taking of any action that would materially reduce any of such benefits in effect at the time of the Change in Control; (vii) any requirement that Executive travel in performance of his duties on behalf of Corporation or Bank for a significantly greater period of time during any year than was required of Executive during the year preceding the year in which the Change in Control occurred; oror Execution Copy -------------- (viii) any sustained pattern of interruption or disruption of Executive for matters substantially unrelated to Executive’s 's discharge of Executive’s 's duties on behalf of Corporation and Bank; . then, at the option of Executive, exercisable by Executive within ninety one hundred twenty (90120) days of the Change in Control and occurrence of any of the foregoing events, Executive may resign from employment with Corporation and Bank (or, if involuntarily terminated, give notice of intention to collect benefits under this Agreement) by delivering a notice in writing (the “"Notice of Termination”") to Corporation and Bank and the provisions of Section 6 of this Agreement shall apply. In addition, notwithstanding the payments to Executive contemplated by Section 6, if Executive is requested by the Corporation, Bank, or a successor thereto to remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank following the Date of Change of Control, Executive expressly agrees, subject to the condition set forth below, to remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank for not less than six months following the Date of Change of Control. The Corporation, Bank, or successor to the Corporation or Bank shall have the right to request Executive remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank for a period of less than six months following the Date of Change of Control. Executive agrees to remain an employee of the Corporation, Bank or successor to the Corporation or Bank pursuant to their request conditioned upon Executive being compensated in the same amount and on the same terms as he was compensated immediately prior to the Date of Change of Control, including participation in all employee benefit plans to which he would otherwise be entitled. (b) As used in this Agreement, “"Change in Control” " shall mean the occurrence of any of the following:

Termination of Employment Following Change in Control. (a) If a Change in Control (as defined in Section 5(b) of this Agreement) shall occur and, thereafter, and if thereafter at any time during the term of this Agreement there shall be: (i) any involuntary termination of Executive’s 's employment (other than for the reasons set forth in Section 3(c3(b) or 3(d) of this Agreement); (ii) any reduction in Executive’s 's title, responsibilities, including reporting responsibilities, or authority, including such title, responsibilities or authority as such may be increased from time to time during the term of this Agreement; (iii) the assignment to Executive of duties inconsistent with Executive’s 's office on the date of the Change in Control or as the same may be increased from time to time after the Change in Control; (iv) any reassignment of Executive to a location greater than fifty one hundred (50100) miles from the location of Executive’s 's office on the date of the Change in Control; (v) any significant reduction in Executive’s compensation as provided in Section 4 's Annual Base Salary in effect on the date of the Change in Control or as the same may be increased from time to time after the Change in Control; (vi) any failure to provide Executive with benefits at least as favorable as those enjoyed by Executive under any of Corporation HNC or Bank’s 's retirement or pension, life insurance, medical, health and accident, disability or other employee plans in which Executive participated at the time of the Change in Control, or the taking of any action that would materially reduce any of such benefits in effect at the time of the Change in Control; (vii) any requirement that Executive travel in performance of his duties on behalf of Corporation HNC or Bank for a significantly greater period of time during any year than was required of Executive during the year preceding the year in which the Change in Control occurred; or (viii) any sustained pattern of interruption or disruption of Executive for matters substantially unrelated to Executive’s 's discharge of Executive’s 's duties on behalf of Corporation HNC and Bank; . then, at the option of Executive, exercisable by Executive within ninety one hundred twenty (90120) days of the Change in Control and occurrence of any of the foregoing events, Executive may resign from employment with Corporation and Bank (or, if involuntarily terminated, give notice of intention to collect benefits under this Agreement) by delivering a notice in writing (the “"Notice of Termination”") to Corporation HNC and Bank and the provisions of Section 6 of this Agreement shall apply. In addition, notwithstanding the payments to Executive contemplated by Section 6, if Executive is requested by the Corporation, Bank, or a successor thereto to remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank following the Date of Change of Control, Executive expressly agrees, subject to the condition set forth below, to remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank for not less than six months following the Date of Change of Control. The Corporation, Bank, or successor to the Corporation or Bank shall have the right to request Executive remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank for a period of less than six months following the Date of Change of Control. Executive agrees to remain an employee of the Corporation, Bank or successor to the Corporation or Bank pursuant to their request conditioned upon Executive being compensated in the same amount and on the same terms as he was compensated immediately prior to the Date of Change of Control, including participation in all employee benefit plans to which he would otherwise be entitled. (b) As used in this Agreement, “"Change in Control” " shall mean the occurrence of any of the following:

Termination of Employment Following Change in Control. (a) If a Change in Control (as defined in Section 5(b) of this Agreement) shall occur and, and if thereafter, if at any time during the term of this Agreement Agreement, there shall be: (i) any involuntary termination of Executive’s 's employment (other than for the reasons set forth in Section 3(c3(b) or 3(d) of this Agreement); (ii) a change, without Executive's prior written consent, in any reduction significant respect in Executive’s title, responsibilities, including reporting responsibilities, or 's authority, including such title, responsibilities duties or authority other terms or conditions of Executive's employment as such may be increased from time to time during the term of this Agreement; (iii) the assignment to Executive of duties inconsistent with Executive’s office same exist on the date of the Change in Control or as the same may be increased from time to time after the Change in Control; (iviii) any reassignment of Executive to a location greater than fifty (50) miles from the location of Executive’s 's office on the date of the Change in Control; (viv) any significant reduction in Executive’s compensation as provided in Section 4 's annual base salary in effect on the date of the Change in Control or as the same may be increased from time to time after the Change in Control; (viv) any failure to provide Executive with benefits at least as favorable as those enjoyed by Executive under any of Corporation or Bank’s Bancorp's retirement or pension, life insurance, medical, health and accident, disability or other employee plans in which Executive participated at the time of the Change in Control, or the taking of any action that would materially reduce any of such benefits in effect at the time of the Change in Control;, except for any reductions in benefits or other actions resulting from changes to or reductions in benefits applicable to all employees generally; or (viivi) any requirement that Executive travel in performance of his duties on behalf of Corporation Bancorp, FLIG or Bank JFG for a significantly greater period of time during any year than was required of Executive during the year preceding the year in which the Change in Control occurred; or (viii) any sustained pattern of interruption or disruption of Executive for matters substantially unrelated to Executive’s discharge of Executive’s duties on behalf of Corporation and Bank; then, at the option of Executive, exercisable by Executive within ninety one hundred twenty (90120) days of the Change in Control and occurrence of any of the foregoing events, Executive may resign from employment with Corporation FLIG and Bank JFG (or, if involuntarily terminated, give notice of intention to collect benefits under this Agreement) by delivering a notice in writing (the “"Notice of Termination”") to Corporation FLIG and Bank JFG and the provisions of Section 6 of this Agreement shall apply. In addition, notwithstanding the payments to Executive contemplated by Section 6, if Executive is requested by the Corporation, Bank, or a successor thereto to remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank following the Date of Change of Control, Executive expressly agrees, subject to the condition set forth below, to remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank for not less than six months following the Date of Change of Control. The Corporation, Bank, or successor to the Corporation or Bank shall have the right to request Executive remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank for a period of less than six months following the Date of Change of Control. Executive agrees to remain an employee of the Corporation, Bank or successor to the Corporation or Bank pursuant to their request conditioned upon Executive being compensated in the same amount and on the same terms as he was compensated immediately prior to the Date of Change of Control, including participation in all employee benefit plans to which he would otherwise be entitled. (b) As used in this Agreement, “"Change in Control” " shall mean the occurrence of any of the following:

Termination of Employment Following Change in Control. (a) If a Change in Control (as defined in Section 5(b) of this Agreement) shall occur and, thereafter, and if thereafter at any time during the term of this Agreement there shall be: (i) any involuntary termination of Executive’s 's employment (other than for the reasons set forth in Section 3(c3(b) or 3(d) of this Agreement); (ii) any reduction in Executive’s 's title, responsibilities, including reporting responsibilities, or authority, including such title, responsibilities or authority as such title, responsibilities or authority may be increased from time to time during the term of this Agreement; ; (iii) the assignment to Executive of duties inconsistent with Executive’s 's office on the date of the Change in Control or as the same may be increased from time to time after the Change in Control; (iv) any reassignment of Executive to a location greater than fifty (50) miles from the location of Executive’s 's office on the date of the Change in Control; (v) any significant reduction in Executive’s compensation as provided in Section 4 's Annual Base Salary in effect on the date of the Change in Control or as the same may be increased from time to time after the Change in Control; (vi) any failure to continue Executive's participation in any of E&B's commission compensation or bonus plans in which Executive participated at the time of the Change in Control or any change or amendment to any provisions of any of such plans which would materially decrease the potential benefits to Executive under any of such plans; (vii) any failure to provide Executive with benefits at least as favorable as those enjoyed by Executive under any of Corporation or Bank’s E&B's retirement or pension, life insurance, medical, health and accident, disability or other employee plans in which Executive participated at the time of the Change in Control, or the taking of any action that would materially reduce any of such benefits in effect at the time of the Change in Control; (viiviii) any requirement that Executive travel in performance of his duties on behalf of Corporation or Bank E&B for a significantly greater period of time during any year than was required of Executive during the year preceding the year in which the Change in Control occurred; or; (viiiix) any sustained pattern of interruption or disruption of Executive for matters substantially unrelated to Executive’s 's discharge of Executive’s 's duties on behalf of Corporation and BankE&B; or then, at the option of Executive, exercisable by Executive within ninety one hundred twenty (90120) days of the Change in Control and occurrence of any of the foregoing events, Executive may resign from employment with Corporation and Bank E&B (or, if involuntarily terminated, give notice of intention to collect benefits under this Agreement) by delivering a notice in writing (the “"Notice of Termination”") to Corporation Bank and Bank E&B and the provisions of Section 6 of this Agreement shall apply. In addition, notwithstanding the payments to Executive contemplated by Section 6, if Executive is requested by the Corporation, Bank, or a successor thereto to remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank following the Date of Change of Control, Executive expressly agrees, subject to the condition set forth below, to remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank for not less than six months following the Date of Change of Control. The Corporation, Bank, or successor to the Corporation or Bank shall have the right to request Executive remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank for a period of less than six months following the Date of Change of Control. Executive agrees to remain an employee of the Corporation, Bank or successor to the Corporation or Bank pursuant to their request conditioned upon Executive being compensated in the same amount and on the same terms as he was compensated immediately prior to the Date of Change of Control, including participation in all employee benefit plans to which he would otherwise be entitled. (b) As used in this Agreement, “Change in Control” shall mean the occurrence of any of the following:

Termination of Employment Following Change in Control. (a) If a Change in Control (as defined in Section 5(b) of this Agreement)) shall occur and, and if thereafter, if at any time during the term of this Agreement Employment Period, there shall be: (i) any involuntary termination of Executive’s employment (other than for the reasons set forth in Section 3(c3(b) or 3(d) or by reason of this Agreementdeath prior to Executive’s giving a Notice of Termination); (ii) a change, without Executive’s prior written consent, in any reduction significant respect in Executive’s title, responsibilities, including reporting responsibilities, or authority, including such title, responsibilities duties or authority other terms or conditions of employment as such may be increased from time to time during the term of this Agreement; (iii) the assignment to Executive of duties inconsistent with Executive’s office same exist on the date of the Change in Control or as the same may be increased from time to time after the Change in Control; (iviii) any reassignment of Executive to a location greater than fifty ([50) ] miles from the location of Executive’s his office on the date of the Change in Control; (viv) any significant reduction in Executive’s compensation as provided in failure to pay Executive any amounts due and owing to him under Section 4 in effect on the date of the Change in Control or as the same may be increased from time to time after the Change in Controlthis Agreement; (viv) any failure to provide Executive with benefits at least as favorable as those enjoyed by Executive under any of Corporation Penns Xxxxx’ or BankJSSB’s retirement or pension, life insurance, medical, health and accident, disability or other employee plans in which Executive participated at the time of the Change in Control, or the taking of any action that would materially reduce any of such benefits in effect at the time of the Change in Control, except for any reductions in benefits or other actions resulting from changes to or reductions in benefits applicable to employees generally; (viivi) any requirement that Executive travel in the performance of his duties on behalf of Corporation Penns Xxxxx or Bank JSSB for a significantly greater period of time during any year than was required of Executive during the year preceding the year in which the Change in Control occurred; or (viiivii) any sustained pattern other material breach of interruption or disruption of Executive for matters substantially unrelated to Executive’s discharge of Executive’s duties on behalf of Corporation and Bankthis Agreement; then, at the option of Executive, exercisable by Executive within ninety one hundred twenty (90120) days of the Change in Control and occurrence of any of the foregoing events, Executive may resign from employment with Corporation and Bank JSSB (or, if involuntarily terminated, give notice of intention to collect benefits under this Agreement) by delivering a notice in writing (the “Notice of Termination”) to Corporation and Bank JSSB, and the provisions of Section 6 of this Agreement shall apply. In addition, notwithstanding the payments to Executive contemplated by Section 6, if Executive is requested by the Corporation, Bank, or a successor thereto to remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank following the Date of Change of Control, Executive expressly agrees, subject to the condition set forth below, to remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank for not less than six months following the Date of Change of Control. The Corporation, Bank, or successor to the Corporation or Bank shall have the right to request Executive remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank for a period of less than six months following the Date of Change of Control. Executive agrees to remain an employee of the Corporation, Bank or successor to the Corporation or Bank pursuant to their request conditioned upon Executive being compensated in the same amount and on the same terms as he was compensated immediately prior to the Date of Change of Control, including participation in all employee benefit plans to which he would otherwise be entitled. (b) As used in this Agreement, “Change in Control” shall mean the occurrence of any of the following:

Termination of Employment Following Change in Control. (a) If a Change in Control (as defined in Section 5(b) of this Agreement) shall occur and, thereafter, and if thereafter at any time during the term of this Agreement there shall be: (i) any involuntary termination of Executive’s 's employment (other than for the reasons set forth in Section 3(c3(b) or 3(d) of this Agreement); (ii) any reduction in Executive’s 's title, responsibilities, including reporting responsibilities, or authority, including such title, responsibilities or authority as such may be increased from time to time during the term of this Agreement; (iii) the assignment to Executive of duties inconsistent with Executive’s 's office on the date of the Change in Control or as the same may be increased from time to time after the Change in Control; (iv) any reassignment of Executive to a location greater than fifty one hundred (50100) miles from the location of Executive’s 's office on the date of the Change in Control; (v) any significant reduction in Executive’s compensation as provided in Section 4 's Annual Base Salary in effect on the date of the Change in Control or as the same may be increased from time to time after the Change in Control; (vi) any failure to provide Executive with benefits at least as favorable as those enjoyed by Executive under any of Corporation HNC or Bank’s 's retirement or pension, life insurance, medical, health and accident, disability or other employee plans in which Executive participated at the time of the Change in Control, or the taking of any action that would materially reduce any of such benefits in effect at the time of the Change in Control; (vii) any requirement that Executive travel in performance of his her duties on behalf of Corporation HNC or Bank for a significantly greater period of time during any year than was required of Executive during the year preceding the year in which the Change in Control occurred; or (viii) any sustained pattern of interruption or disruption of Executive for matters substantially unrelated to Executive’s 's discharge of Executive’s 's duties on behalf of Corporation HNC and Bank; . then, at the option of Executive, exercisable by Executive within ninety one hundred twenty (90120) days of the Change in Control and occurrence of any of the foregoing events, Executive may resign from employment with Corporation and Bank (or, if involuntarily terminated, give notice of intention to collect benefits under this Agreement) by delivering a notice in writing (the “"Notice of Termination”") to Corporation HNC and Bank and the provisions of Section 6 of this Agreement shall apply. In addition, notwithstanding the payments to Executive contemplated by Section 6, if Executive is requested by the Corporation, Bank, or a successor thereto to remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank following the Date of Change of Control, Executive expressly agrees, subject to the condition set forth below, to remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank for not less than six months following the Date of Change of Control. The Corporation, Bank, or successor to the Corporation or Bank shall have the right to request Executive remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank for a period of less than six months following the Date of Change of Control. Executive agrees to remain an employee of the Corporation, Bank or successor to the Corporation or Bank pursuant to their request conditioned upon Executive being compensated in the same amount and on the same terms as he was compensated immediately prior to the Date of Change of Control, including participation in all employee benefit plans to which he would otherwise be entitled. (b) As used in this Agreement, “"Change in Control” " shall mean the occurrence of any of the following:

Termination of Employment Following Change in Control. (a) If a Change in Control (as defined in Section 5(b) of this Agreement) shall occur andoccur, thereafter, and if thereafter at any time during the term of this Agreement there shall be: (i) any involuntary termination of Executive’s employment (other than for the reasons set forth in Section 3(c3(b) or 3(d) of this Agreement); (ii) any reduction in Executive’s title, responsibilities, including reporting responsibilities, or authority, including such title, responsibilities or authority as such title, responsibilities or authority may be increased from time to time during the term of this Agreement; (iii) the assignment to Executive of duties inconsistent with Executive’s office on the date of the Change in Control or as the same may be increased from time to time after the Change in Control; (iv) any reassignment of Executive to a location greater than fifty seventy-five (5075) miles from the location of Executive’s office on the date of the Change in Control; (v) any significant reduction in Executive’s compensation as provided in Section 4 Annual Base Salary in effect on the date of the Change in Control or as the same may be increased from time to time after the Change in Control;; or (vi) any failure to provide Executive with benefits at least as favorable as those enjoyed by Executive under any of Corporation or Bank’s retirement or pension, life insurance, medical, health and accident, disability or other employee plans in which Executive participated at the time of the Change in Control, or the taking of any action that would materially reduce any of such benefits in effect at the time of the Change in Control; (vii) ; or any requirement that Executive travel in performance of his her duties on behalf of the Corporation or Bank or any of its subsidiaries or affiliates for a significantly greater period of time during any year than was required of Executive during the year preceding the year in which the Change in Control occurred; or (viii) any sustained pattern of interruption or disruption of Executive for matters substantially unrelated to Executive’s discharge of Executive’s duties on behalf of Corporation and Bank; then, at the option of Executive, exercisable by Executive shall within ninety (90) days of the Change in Control and occurrence of any of the foregoing events, provide notice to Corporation and Bank of the existence of the condition and provide Corporation and Bank thirty (30) days in which to cure such condition. In the event that Corporation and Bank does not cure the condition within thirty (30) days of such notice, Executive may resign from employment with Corporation and Bank (or, if involuntarily terminated, give notice of intention to collect benefits under this Agreement) by delivering a such notice in writing (the “Notice of Termination”) to Corporation and Bank and the provisions of Section 6 of this Agreement shall apply. In addition, notwithstanding the payments to Executive contemplated by Section 6, if Executive is requested by the Corporation, Bank, or a successor thereto to remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank following the Date of Change of Control, Executive expressly agrees, subject to the condition set forth below, to remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank for not less than six months following the Date of Change of Control. The Corporation, Bank, or successor to the Corporation or Bank shall have the right to request Executive remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank for a period of less than six months following the Date of Change of Control. Executive agrees to remain an employee of the Corporation, Bank or successor to the Corporation or Bank pursuant to their request conditioned upon Executive being compensated in the same amount and on the same terms as he was compensated immediately prior to the Date of Change of Control, including participation in all employee benefit plans to which he would otherwise be entitled. (b) As used in this Agreement, “Change in Control” shall mean a change in the occurrence of any ownership or effective control of the following:Corporation or the Bank as described in Code Section 409A(a)(2)(A) and the regulations thereunder.

Termination of Employment Following Change in Control. (a) If a Change in Control (as defined in Section 5(b) of this Agreement) shall occur and, and if thereafter, if at any time during the term of this Agreement Agreement, there shall be: (i) any involuntary termination of Executive’s employment (other than for the reasons set forth in Section 3(c) of this AgreementCause or Disability); (ii) any a reduction in the Executive’s title, responsibilities, including reporting responsibilities, or authority, including such title, responsibilities responsibilities, or authority as such may be have been increased from time to time during the term of this Agreement, which results in a material negative change to the Executive in the employment relationship; (iii) the assignment of the Executive to Executive of duties inconsistent with Executive’s his office as existed on the day immediately prior to the date of the Change in Control or as the same may be increased from time to time after the a Change in Control, which results in a material negative change to the Executive in the employment relationship; (iv) any reassignment of Executive to a location greater than fifty (50) miles from reduction in the location of Executive’s office annual base salary in effect on the day immediately prior to the date of the Change in Control; (v) any significant reduction in a termination of the Executive’s participation, on substantially similar terms, in any incentive compensation as provided in Section 4 in effect on the date or bonus plans of the Change Company or the Bank in Control or as which the same may be increased from time Executive participated immediately prior to time after the Change in Control, or any change or amendment to any of the substantive provisions of any of such plans which would materially decrease the potential benefits to the Executive under any of such plans; (vi) any a failure by the Company or the Bank to provide the Executive with benefits at least as favorable as those enjoyed by the Executive under any of Corporation or Bank’s retirement or pension, life insurance, medical, health and accident, disability or other employee plans of the Company or the Bank in which the Executive participated at the time of immediately prior to the Change in Control, or the taking of any action by the Company or the Bank that would materially reduce any of such benefits in effect at the time of the Change in Control;, unless such reduction relates to a reduction in benefits applicable to all employees generally; or (vii) any requirement that Executive travel in performance a material breach of his duties on behalf of Corporation or Bank for a significantly greater period of time during any year than was required of Executive during this Agreement by the year preceding the year in which the Change in Control occurred; or (viii) any sustained pattern of interruption or disruption of Executive for matters substantially unrelated to Executive’s discharge of Executive’s duties on behalf of Corporation and Bank; , then, at the option of the Executive, exercisable by the Executive within ninety (90) days of the Change in Control and occurrence of any of the foregoing events, the Executive may resign from employment with Corporation and the Bank (or, if involuntarily terminated, give notice of intention to collect benefits under this Agreement) by delivering a notice in writing (the “Notice of Termination”) to Corporation and the Bank and the provisions of Section 6 of this Agreement shall apply. In addition, notwithstanding the payments to Executive contemplated by Section 6provided, if Executive is requested however, that such resignation by the CorporationExecutive shall become effective only if the Bank does not cure the relevant event (excluding the event listed in Section 5(a)(i)) within thirty (30) days of such Notice of Termination. Notwithstanding the foregoing, Bank, or any amounts payable upon a successor thereto to remain in termination under this Section shall be paid only if the employ Executive actually terminates employment within one (1) year following the initial existence of the Corporation, Bank, or a successor above-referenced event(s) which gives rise to the Corporation or Bank following the Date of Change of Control, Executive expressly agrees, subject to the condition set forth below, to remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank for not less than six months following the Date of Change of Control. The Corporation, Bank, or successor to the Corporation or Bank shall have the right to request Executive remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank for a period of less than six months following the Date of Change of Control. Executive agrees to remain an employee of the Corporation, Bank or successor to the Corporation or Bank pursuant to their request conditioned upon Executive being compensated in the same amount and on the same terms as he was compensated immediately prior to the Date of Change of Control, including participation in all employee benefit plans to which he would otherwise be entitledsuch termination. (b) As used in this Agreement, “Change in Control” shall mean the occurrence of any of the following:

Termination of Employment Following Change in Control. Execution Copy -------------- (a) If a Change in Control (as defined in Section 5(b) of this Agreement) shall occur andafter the effective date of the merger, thereafter, and if thereafter at any time during the term of this Agreement there shall be: (i) any involuntary termination of Executive’s 's employment (other than for the reasons set forth in Section 3(c3(b), 3(d), or 3(e) of this Agreement); (ii) any reduction in Executive’s 's title, responsibilities, including reporting responsibilities, or authority, including such title, responsibilities or authority as such may be increased from time to time during the term of this Agreement; (iii) the assignment to Executive of duties inconsistent with Executive’s 's office on the date of the Change in Control or as the same may be increased from time to time after the Change in Control; (iv) any reassignment of Executive to a location greater than fifty one hundred (50100) miles from the location of Executive’s 's office on the date of the Change in Control; (v) any significant reduction in Executive’s compensation as provided in Section 4 's Annual Base Salary in effect on the date of the Change in Control or as the same may be increased from time to time after the Change in Control; (vi) any failure to provide Executive with benefits at least as favorable as those enjoyed by Executive under any of Corporation or Bank’s 's retirement or pension, life insurance, medical, health and accident, disability or other employee plans in which Executive participated at the time of the Change in Control, or the taking of any action that would materially reduce any of such benefits in effect at the time of the Change in Control; (vii) any requirement that Executive travel in performance of his duties on behalf of Corporation or Bank for a significantly greater period of time during any year than was required of Executive during the year preceding the year in which the Change in Control occurred; or (viii) any sustained pattern of interruption or disruption of Executive for matters substantially unrelated to Executive’s 's discharge of Executive’s 's duties on behalf of Corporation and Bank; . then, at the option of Executive, exercisable by Executive within ninety one hundred twenty (90120) days of the Change in Control and occurrence of any of the foregoing events, Executive may resign from employment with Corporation and Bank (or, if involuntarily terminated, give notice of intention to collect benefits under this Agreement) by delivering a notice in writing (the “"Notice of Termination”") to Corporation and Bank and the provisions of Section 6 of this Agreement shall apply. In addition, notwithstanding the payments to Executive contemplated by Section 6, if Executive is requested by the Corporation, Bank, or a successor thereto to remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank following the Date of Change of Control, Executive expressly agrees, subject to the condition set forth below, to remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank for not less than six months following the Date of Change of Control. The Corporation, Bank, or successor to the Corporation or Bank shall have the right to request Executive remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank for a period of less than six months following the Date of Change of Control. Executive agrees to remain an employee of the Corporation, Bank or successor to the Corporation or Bank pursuant to their request conditioned upon Executive being compensated in the same amount and on the same terms as he was compensated immediately prior to the Date of Change of Control, including participation in all employee benefit plans to which he would otherwise be entitled.Execution Copy -------------- (b) As used in this Agreement, “"Change in Control” " shall mean the occurrence of any of the following:

Termination of Employment Following Change in Control. (a) If a Change in Control (as defined The Executive shall be entitled to the benefits provided in Section 5(b) of this Agreement) shall occur and, thereafter, if at any time during 5 hereof upon the term of this Agreement there shall be: (i) any involuntary termination of Executive’s his employment (other than for the reasons set forth in Section 3(c) of this Agreement; (ii) any reduction in Executive’s title, responsibilities, including reporting responsibilities, or authority, including such title, responsibilities or authority as such may be increased from time to time during the term of this Agreement; (iii) the assignment to Executive of duties inconsistent with Executive’s office on the date of the Change in Control or , as the same may be increased from time to time extended, after the a Change in Control;Control has occurred, unless such termination is: (a) due to the Executive's death or Retirement, (b) by the Company for Cause or Disability, or (c) by the Executive other than for Good Reason (as such foregoing capitalized terms are hereinafter defined). (ivi) any reassignment Termination by the Executive or by the Company of Executive the Executive's employment based on "Retirement" shall mean termination: (A) at such age as shall be established by the Board prior to a location greater Change in Control for mandatory or normal retirement of Company executives in general, which shall not be less than fifty age 65, or (50B) miles from the location of Executive’s office on the date at any other retirement age set by mutual agreement of the Change in Control;Company and the Executive and approved by the Board. (vii) any significant reduction in Executive’s compensation as provided in Section 4 in effect on Termination by the date Company of the Executive's employment based on "Disability" shall mean termination because of the Executive's physical injury or physical or mental illness which causes him to be absent from his duties with the Company on a full‑time basis for a continuous period in excess of the greater of: (A) the period of disability constituting permanent disability as specified under the Company's long‑term disability insurance coverage applicable to the Executive prior to a Change in Control or (B) six (6) calendar months, unless within thirty (30) days after Notice of Termination (as hereinafter defined) is thereafter given the same may be increased from time Executive shall have returned to time after the Change in Control; (vi) any failure to provide Executive with benefits at least as favorable as those enjoyed by Executive under any of Corporation or Bank’s retirement or pension, life insurance, medical, health and accident, disability or other employee plans in which Executive participated at the time of the Change in Control, or the taking of any action that would materially reduce any of such benefits in effect at the time of the Change in Control; (vii) any requirement that Executive travel in full‑time performance of his duties on behalf of Corporation or Bank for a significantly greater period of time during any year than was required of Executive during the year preceding the year in which the Change in Control occurred; orduties. (viiiiii) any sustained pattern of interruption or disruption of Executive for matters substantially unrelated to Executive’s discharge of Executive’s duties on behalf of Corporation and Bank; then, at Termination by the option of Executive, exercisable by Executive within ninety (90) days Company of the Change Executive's employment based on "Cause" shall mean termination upon: (A) the Executive's conviction of a felony (as evidenced by a binding and final judgment, order or decree of a court of competent jurisdiction, in Control and occurrence effect after exhaustion or lapse of any all rights of appeal), (B) the foregoing events, Executive may resign from employment with Corporation and Bank (or, if involuntarily terminated, give notice of intention to collect benefits under this Agreement) by delivering a notice in writing (the “Notice of Termination”) to Corporation and Bank and the provisions of Section 6 of this Agreement shall apply. In addition, notwithstanding the payments to Executive contemplated by Section 6, if Executive is requested continued willful failure by the Corporation, Bank, Executive to perform substantially his duties with the Company (other than any such failure resulting from his incapacity due to physical injury or a successor thereto to remain in the employ of the Corporation, Bank, physical or a successor to the Corporation or Bank following the Date of Change of Control, Executive expressly agrees, subject to the condition set forth below, to remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank for not less than six months following the Date of Change of Control. The Corporation, Bank, or successor to the Corporation or Bank shall have the right to request Executive remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank mental illness) for a period of thirty (30) days after a demand for substantial performance is delivered to the Executive by the Board of Directors of the Company which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed his duties, or (C) willful misconduct in the performance of the Executive's duties and obligations to the Company which constitute common law fraud or other gross malfeasance of duty; provided, however, that no termination for Cause pursuant to clauses (B) or (C) shall occur unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than six months following the Date of Change of Control. Executive agrees to remain an employee sixty‑six and two thirds percent (66 2/3%) of the Corporationentire membership of the Board, Bank or successor excluding the Executive, at a meeting of the Board called and held for the purpose (after reasonable notice to the Corporation Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board), finding that in good faith opinion of the Board the Executive was guilty of the conduct set forth in such clause (B) or Bank (C) and specifying the particulars thereof in reasonable detail. For purposes of this clause (iii), no act, or failure to act, on the part of the Executive shall be considered "willful" unless done or omitted to be done by the Executive in bad faith and without reasonable belief that his action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to their request conditioned a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to have been done or omitted to have been done by the Executive being compensated in good faith and in the same amount and on the same terms as he was compensated immediately prior to the Date of Change of Control, including participation in all employee benefit plans to which he would otherwise be entitled. (b) As used in this Agreement, “Change in Control” shall mean the occurrence of any best interests of the following:Company.

Termination of Employment Following Change in Control. (a) If a Change in Control (as defined in Section 5(b4(b) of this Agreement) shall occur and, and if thereafter, if at any time during the term of this Agreement Agreement, there shall be: (i) any involuntary termination of ExecutiveDr. Kunayev’s employment (other than for the reasons set forth in Section 3(c) of this AgreementCause or Disability); (ii) any a reduction in ExecutiveDr. Kunayev’s title, responsibilities, including reporting responsibilities, or authority, including such title, responsibilities responsibilities, or authority as such may be have been increased from time to time during the term of this Agreement, which results in a material negative change to Dr. Kunayev in the employment relationship; (iii) the assignment of Dr. Kunayev to Executive of duties inconsistent with Executive’s his office as existed on the day immediately prior to the date of the Change in Control or as the same may be increased from time to time after the a Change in Control, which results in a material negative change to Dr. Kunayev in the employment relationship; (iv) any reassignment of Executive a reduction in Dr. Kunayev’s annual base salary in effect on the day immediately prior to a location greater than fifty (50) miles from the location of Executive’s office on the date of the Change in Control; (v) a termination of Dr. Kunayev’s participation, on substantially similar terms, in any significant reduction in Executive’s incentive compensation as provided in Section 4 in effect on the date or bonus plans of the Change Company in Control or as the same may be increased from time which he participated immediately prior to time after the Change in Control, or any change or amendment to any of the substantive provisions of any of such plans which would materially decrease the potential benefits to Dr. Kunayev under any of such plans; (vi) any a failure by the Company to provide Executive Dr. Kunayev with benefits at least as favorable as those enjoyed by Executive him under any of Corporation or Bank’s retirement or pension, life insurance, medical, health and accident, disability or other employee plans of the Company in which Executive he participated at the time of immediately prior to the Change in Control, or the taking of any action by the Company that would materially reduce any of such benefits in effect at the time of the Change in Control, unless such reduction relates to a reduction in benefits applicable to all employees generally; (vii) any requirement that Executive travel in performance a material breach of his duties on behalf of Corporation or Bank for a significantly greater period of time during any year than was required of Executive during this Agreement by the year preceding the year in which the Change in Control occurred; orCompany; (viii) any sustained pattern of interruption a failure by the Company or disruption of Executive its Board to recommend Dr. Kunayev for matters substantially unrelated election to Executive’s discharge of Executive’s duties on behalf of Corporation and Bank; thenthe Board or failure by the Board to elect Dr. Kunayev as its Chairman. Then, at the option of ExecutiveDr. Kunayev, exercisable by Executive him within ninety (90) days of the Change in Control and occurrence of any of the foregoing events, Executive Dr. Kunayev may resign from employment with Corporation and Bank the Company (or, if involuntarily terminated, give notice of intention to collect benefits under this Agreement) by delivering a notice in writing (the “Notice of Termination”) to Corporation and Bank the Company and the provisions of Section 6 5 of this Agreement shall apply, provided, however, that such resignation by Dr. Kunayev shall become effective only if the Company does not cure the relevant event (excluding the event listed in Section 4(a)(i)) within thirty (30) days of such Notice of Termination. In additionNotwithstanding the foregoing, notwithstanding any amounts payable upon a termination under this Section shall be paid only if Dr. Kunayev actually terminates employment within two (2) years following the payments to Executive contemplated by Section 6, if Executive is requested by the Corporation, Bank, or a successor thereto to remain in the employ initial existence of the Corporation, Bank, or a successor above-referenced event(s) which gives rise to the Corporation or Bank following the Date of Change of Control, Executive expressly agrees, subject to the condition set forth below, to remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank for not less than six months following the Date of Change of Control. The Corporation, Bank, or successor to the Corporation or Bank shall have the right to request Executive remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank for a period of less than six months following the Date of Change of Control. Executive agrees to remain an employee of the Corporation, Bank or successor to the Corporation or Bank pursuant to their request conditioned upon Executive being compensated in the same amount and on the same terms as he was compensated immediately prior to the Date of Change of Control, including participation in all employee benefit plans to which he would otherwise be entitledsuch termination. (b) As used in this Agreement, “Change in Control” shall mean the occurrence of any of the following:

Termination of Employment Following Change in Control. (a) If a Change in Control (as defined in Section 5(b) of this Agreement) shall occur and, thereafter, and if thereafter at any time during the term of this Agreement there shall be: (i) any involuntary termination of Executive’s employment (other than for the reasons set forth in Section 3(c3(b) or 3(d) of this Agreement); (ii) any reduction in Executive’s title, responsibilities, including reporting responsibilities, or authority, including such title, responsibilities or authority as such title, responsibilities or authority may be increased from time to time during the term of this Agreement; (iii) the assignment to Executive of duties inconsistent with Executive’s office on the date of the Change in Control or as the same may be increased from time to time after the Change in Control; (iv) any reassignment of Executive to a location greater than fifty (50) miles from the location of Executive’s office on the date of the Change in Control; (v) any significant reduction in Executive’s compensation as provided in Section 4 Annual Base Salary in effect on the date of the Change in Control or as the same may be increased from time to time after the Change in Control; (vi) any failure to continue Executive’s participation in any of E&B’s commission compensation or bonus plans in which Executive participated at the time of the Change in Control or any change or amendment to any provisions of any of such plans which would materially decrease the potential benefits to Executive under any of such plans; (vii) any failure to provide Executive with benefits at least as favorable as those enjoyed by Executive under any of Corporation or BankE&B’s retirement or pension, life insurance, medical, health and accident, disability or other employee plans in which Executive participated at the time of the Change in Control, or the taking of any action that would materially reduce any of such benefits in effect at the time of the Change in Control; (viiviii) any requirement that Executive travel in performance of his duties on behalf of Corporation or Bank E&B for a significantly greater period of time during any year than was required of Executive during the year preceding the year in which the Change in Control occurred; or (viiiix) any sustained pattern of interruption or disruption of Executive for matters substantially unrelated to Executive’s discharge of Executive’s duties on behalf of Corporation and Bank; E&B. then, at the option of Executive, exercisable by Executive within ninety one hundred twenty (90120) days of the Change in Control and occurrence of any of the foregoing events, Executive may resign from employment with Corporation and Bank E&B (or, if involuntarily terminated, give notice of intention to collect benefits under this Agreement) by delivering a notice in writing (the “Notice of Termination”) to Corporation Bank and Bank E&B and the provisions of Section 6 of this Agreement shall apply. In addition, notwithstanding the payments to Executive contemplated by Section 6, if Executive is requested by the Corporation, Bank, or a successor thereto to remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank following the Date of Change of Control, Executive expressly agrees, subject to the condition set forth below, to remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank for not less than six months following the Date of Change of Control. The Corporation, Bank, or successor to the Corporation or Bank shall have the right to request Executive remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank for a period of less than six months following the Date of Change of Control. Executive agrees to remain an employee of the Corporation, Bank or successor to the Corporation or Bank pursuant to their request conditioned upon Executive being compensated in the same amount and on the same terms as he was compensated immediately prior to the Date of Change of Control, including participation in all employee benefit plans to which he would otherwise be entitled. (b) As used in this Agreement, “Change in Control” shall mean the occurrence of any of the following:

Termination of Employment Following Change in Control. (a) If a Change in Control (as defined in Section 5(b) of this Agreement) shall occur andoccur, thereafter, and if thereafter at any time during the term of this Agreement there shall be: (i) any involuntary termination of Executive’s 's employment (other than for the reasons set forth in Section 3(c3(b) or 3(d) of this Agreement); (ii) any reduction in Executive’s 's title, responsibilities, including reporting responsibilities, or authority, including such title, responsibilities or authority as such title, responsibilities or authority may be increased from time to time during the term of this Agreement; (iii) the assignment to Executive of duties inconsistent with Executive’s 's office on the date of the Change in Control or as the same may be increased from time to time after the Change in Control; (iv) any reassignment of Executive to a location greater than fifty (50) miles from the location of Executive’s 's office on the date of the Change in Control; (v) any significant reduction in Executive’s compensation as provided in Section 4 's Annual Base Salary in effect on the date of the Change in Control or as the same may be increased from time to time after the Change in Control; (vi) any failure to provide Executive with benefits at least as favorable as those enjoyed by Executive under any of Corporation or Bank’s HMS's retirement or pension, life insurance, medical, health and accident, disability or other employee plans in which Executive participated at the time of the Change in Control, or the taking of any action that would materially reduce any of such benefits in effect at the time of the Change in Control;; or (vii) any requirement that Executive travel in performance of his duties on behalf of Corporation the Bank or Bank any of its subsidiaries or affiliates for a significantly greater period of time during any year than was required of Executive during the year preceding the year in which the Change in Control occurred; or (viii) any sustained pattern of interruption or disruption of Executive for matters substantially unrelated to Executive’s discharge of Executive’s duties on behalf of Corporation and Bank; then, at the option of Executive, exercisable by Executive within ninety one hundred twenty (90120) days of the Change in Control and occurrence of any of the foregoing events, Executive may resign from employment with Corporation and Bank HMS (or, if involuntarily terminated, give notice of intention to collect benefits under this Agreement) by delivering a such notice in writing (the “"Notice of Termination”") to Corporation and Bank HMS and the provisions of Section 6 of this Agreement shall apply. In addition, notwithstanding the payments to Executive contemplated by Section 6, if Executive is requested by the Corporation, Bank, or a successor thereto to remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank following the Date of Change of Control, Executive expressly agrees, subject to the condition set forth below, to remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank for not less than six months following the Date of Change of Control. The Corporation, Bank, or successor to the Corporation or Bank shall have the right to request Executive remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank for a period of less than six months following the Date of Change of Control. Executive agrees to remain an employee of the Corporation, Bank or successor to the Corporation or Bank pursuant to their request conditioned upon Executive being compensated in the same amount and on the same terms as he was compensated immediately prior to the Date of Change of Control, including participation in all employee benefit plans to which he would otherwise be entitled. (b) As used in this Agreement, “"Change in Control” " shall mean the occurrence of any of the following: (A) a merger, consolidation or division involving HNC only (not the Bank), (B) a sale, exchange, transfer or other disposition of substantially all of the assets of HNC only (not the Bank), or (c) a purchase by HNC only (not the Bank) of substantially all of the assets of another entity, unless (x) such merger, consolidation, division, sale, exchange, transfer, purchase or disposition is approved in advance by seventy percent (70%) or more of the members of the Board of Directors of HNC only (not the Bank) who are not interested in the transaction and (y) a majority of the members of the Board of Directors of the legal entity resulting from or existing after any such transaction and of the Board of Directors of such entity's parent corporation, if any, are former members of the Board of Directors of HNC only (not the Bank); or (ii) any other change in control of HNC only (not the Bank) similar in effect to any of the foregoing.

Termination of Employment Following Change in Control. (a) If a Change in Control (as defined in Section 5(b4(b) of this Agreement) shall occur and, and if thereafter, if at any time during the term of this Agreement Agreement, there shall be: (i) any involuntary termination of Executive’s employment (other than for the reasons set forth in Section 3(c) of this AgreementCause or Disability); (ii) any a reduction in Executive’s title, responsibilities, including reporting responsibilities, or authority, including such title, responsibilities responsibilities, or authority as such may be have been increased from time to time during the term of this Agreement, which results in a material negative change to Executive in the employment relationship; (iii) the assignment of Executive to Executive of duties inconsistent with Executive’s his office as existed on the day immediately prior to the date of the Change in Control or as the same may be increased from time to time after the a Change in Control, which results in a material negative change to Executive in the employment relationship; (iv) any reassignment of Executive to a location greater than fifty (50) miles from the location of reduction in Executive’s office annual base salary in effect on the day immediately prior to the date of the Change in Control; (v) any significant reduction in a termination of Executive’s participation, on substantially similar terms, in any incentive compensation as provided or bonus plans of AmeriServ in Section 4 in effect on the date of the Change in Control or as the same may be increased from time which Executive participated immediately prior to time after the Change in Control, or any change or amendment to any of the substantive provisions of any of such plans which would materially decrease the potential benefits to Executive under any of such plans; (vi) any a failure by AmeriServ to provide Executive with benefits at least as favorable as those enjoyed by Executive under any of Corporation or Bank’s retirement or pension, life insurance, medical, health and accident, disability or other employee plans of AmeriServ in which Executive participated at the time of immediately prior to the Change in Control, or the taking of any action by AmeriServ that would materially reduce any of such benefits in effect at the time of the Change in Control;, unless such reduction relates to a reduction in benefits applicable to all employees generally; or (vii) any requirement that Executive travel in performance a material breach of his duties on behalf of Corporation or Bank for a significantly greater period of time during any year than was required of Executive during the year preceding the year in which the Change in Control occurred; or (viii) any sustained pattern of interruption or disruption of Executive for matters substantially unrelated to Executive’s discharge of Executive’s duties on behalf of Corporation and Bank; this Agreement by AmeriServ, then, at the option of Executive, exercisable by Executive within ninety (90) days of the Change in Control and occurrence of any of the foregoing events, Executive may resign from employment with Corporation and Bank AmeriServ (or, if involuntarily terminated, give notice of intention to collect benefits under this Agreement) by delivering a notice in writing (the “Notice of Termination”) to Corporation and Bank AmeriServ and the provisions of Section 6 5 of this Agreement shall apply, provided, however, that such resignation by Executive shall become effective only if AmeriServ does not cure the relevant event (excluding the event listed in Section 4(a)(i)) within thirty (30) days of such Notice of Termination. In additionNotwithstanding the foregoing, notwithstanding the payments to Executive contemplated by any amounts payable upon a termination under this Section 6, shall be paid only if Executive is requested by actually terminates employment within 90 days following the Corporation, Bank, or a successor thereto to remain in the employ initial existence of the Corporation, Bank, or a successor above-referenced event(s) which gives rise to the Corporation or Bank following the Date of Change of Control, Executive expressly agrees, subject to the condition set forth below, to remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank for not less than six months following the Date of Change of Control. The Corporation, Bank, or successor to the Corporation or Bank shall have the right to request Executive remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank for a period of less than six months following the Date of Change of Control. Executive agrees to remain an employee of the Corporation, Bank or successor to the Corporation or Bank pursuant to their request conditioned upon Executive being compensated in the same amount and on the same terms as he was compensated immediately prior to the Date of Change of Control, including participation in all employee benefit plans to which he would otherwise be entitledsuch termination. (b) As used in this Agreement, “Change in Control” shall mean the occurrence of any of the following:

Termination of Employment Following Change in Control. (a) If a Change in Control (as defined in Section 5(b) of this Agreement) shall occur and, and if thereafter, if at any time during the term of this Agreement Agreement, there shall be: (i) any involuntary termination of Executive’s employment (other than for the reasons set forth in Section 3(c3(b) or 3(d) of this AgreementAgreement relating to termination for Cause or disability); (ii) any reduction in Executive’s title, responsibilities, including reporting responsibilities, or authority, including such title, responsibilities responsibilities, or authority as such title, responsibilities, or authority may be increased from time to time during the term of this Agreement; (iii) the assignment to Executive of duties inconsistent with Executive’s office on the date of the Change in Control or as the same may be increased from time to time after the Change in Control; (iv) any reassignment of Executive to a location greater than fifty twenty-five (5025) miles from the location of Executive’s office on the date of the Change in Control; (v) any significant reduction in Executive’s compensation as provided in Section 4 annual base salary in effect on the date of the Change in Control or as the same may be increased from time to time after the Change in Control; (vi) any failure to continue Executive’s participation in any of Penns Xxxxx’ incentive compensation or bonus plans in which Executive participated at the time of the Change in Control or any change or amendment to any provisions of any of such plans which would materially decrease the potential benefits to Executive under any of such plans; (vii) any failure to provide Executive with benefits at least as favorable as those enjoyed by Executive under any of Corporation or Bank’s Penns Xxxxx’ retirement or pension, life insurance, medical, health and accident, disability or other employee plans in which Executive participated at the time of the Change in Control, or the taking of any action that would materially reduce any of such benefits in effect at the time of the Change in Control; (viiviii) any requirement that Executive travel in performance of his duties on behalf of Corporation Penns Xxxxx or Bank for a significantly greater period of time during any year than was required of Executive during the year preceding the year in which the Change in Control occurred; or; (viiiix) any sustained pattern of interruption or disruption of Executive for matters substantially unrelated to Executive’s discharge of Executive’s duties on behalf of Corporation Penns Xxxxx and Bank; or (x) any breach of this Agreement of any nature whatsoever on the part of Penns Xxxxx or Bank; then, at the option of Executive, exercisable by Executive within ninety (90) days of the Change in Control and occurrence of any of the foregoing events, Executive may resign from employment with Corporation Penns Xxxxx and Bank (or, if involuntarily terminated, give notice of intention to collect benefits under this Agreement) by delivering a notice in writing (the “Notice of Termination”) to Corporation Penns Xxxxx and Bank and the provisions of Section 6 of this Agreement shall apply. In addition, notwithstanding the payments to Executive contemplated by Section 6, if Executive is requested by the Corporation, Bank, or a successor thereto to remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank following the Date of Change of Control, Executive expressly agrees, subject to the condition set forth below, to remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank for not less than six months following the Date of Change of Control. The Corporation, Bank, or successor to the Corporation or Bank shall have the right to request Executive remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank for a period of less than six months following the Date of Change of Control. Executive agrees to remain an employee of the Corporation, Bank or successor to the Corporation or Bank pursuant to their request conditioned upon Executive being compensated in the same amount and on the same terms as he was compensated immediately prior to the Date of Change of Control, including participation in all employee benefit plans to which he would otherwise be entitled. (b) As used in this Agreement, “Change in Control” shall mean the occurrence of any of the following:

Termination of Employment Following Change in Control. (a) If a Change in Control (as defined in Section 5(b) of this Agreement) shall occur andoccur, thereafter, and if thereafter at any time during the term of this Agreement there shall be: (i) any involuntary termination of Executive’s 's employment (other than for the reasons set forth in Section 3(c3(b) or 3(d) of this Agreement); (ii) any reduction in Executive’s 's title, responsibilities, including reporting responsibilities, or authority, including such title, responsibilities or authority as such title, responsibilities or authority may be increased from time to time during the term of this Agreement; (iii) the assignment to Executive of duties inconsistent with Executive’s 's office on the date of the Change in Control or as the same may be increased from time to time after the Change in Control; (iv) any reassignment of Executive to a location greater than fifty (50) miles from the location of Executive’s 's office on the date of the Change in Control; (v) any significant reduction in Executive’s compensation as provided in Section 4 's Annual Base Salary in effect on the date of the Change in Control or as the same may be increased from time to time after the Change in Control; (vi) any failure to provide Executive with benefits at least as favorable as those enjoyed by Executive under any of Corporation or Bank’s HMS's retirement or pension, life insurance, medical, health and accident, disability or other employee plans in which Executive participated at the time of the Change in Control, or the taking of any action that would materially reduce any of such benefits in effect at the time of the Change in Control;; or (vii) any requirement that Executive travel in performance of his duties on behalf of Corporation the Bank or Bank any of its subsidiaries or affiliates for a significantly greater period of time during any year than was required of Executive during the year preceding the year in which the Change in Control occurred; or (viii) any sustained pattern of interruption or disruption of Executive for matters substantially unrelated to Executive’s discharge of Executive’s duties on behalf of Corporation and Bank; . then, at the option of Executive, exercisable by Executive within ninety one hundred twenty (90120) days of the Change in Control and occurrence of any of the foregoing events, Executive may resign from employment with Corporation and Bank HMS (or, if involuntarily terminated, give notice of intention to collect benefits under this Agreement) by delivering a such notice in writing (the “"Notice of Termination”") to Corporation and Bank HMS and the provisions of Section 6 of this Agreement shall apply. In addition, notwithstanding the payments to Executive contemplated by Section 6, if Executive is requested by the Corporation, Bank, or a successor thereto to remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank following the Date of Change of Control, Executive expressly agrees, subject to the condition set forth below, to remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank for not less than six months following the Date of Change of Control. The Corporation, Bank, or successor to the Corporation or Bank shall have the right to request Executive remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank for a period of less than six months following the Date of Change of Control. Executive agrees to remain an employee of the Corporation, Bank or successor to the Corporation or Bank pursuant to their request conditioned upon Executive being compensated in the same amount and on the same terms as he was compensated immediately prior to the Date of Change of Control, including participation in all employee benefit plans to which he would otherwise be entitled. (b) As used in this Agreement, “"Change in Control” " shall mean the occurrence of any of the following: (A) a merger, consolidation or division involving HNC only (not the Bank), (B) a sale, exchange, transfer or other disposition of substantially all of the assets of HNC only (not the Bank), or (c) a purchase by HNC only (not the Bank) of substantially all of the assets of another entity, unless (x) such merger, consolidation, division, sale, exchange, transfer, purchase or disposition is approved in advance by seventy percent (70%) or more of the members of the Board of Directors of HNC only (not the Bank) who are not interested in the transaction and (y) a majority of the members of the Board of Directors of the legal entity resulting from or existing after any such transaction and of the Board of Directors of such entity's parent corporation, if any, are former members of the Board of Directors of HNC only (not the Bank); or (ii) any other change in control of HNC only (not the Bank) similar in effect to any of the foregoing.

Termination of Employment Following Change in Control. (a) If a Change in Control (as defined in Section 5(b) of this Agreement) shall occur and, thereafter, and if thereafter at any time during the term of this Agreement there shall be: (i) any involuntary termination of ExecutiveEmployee’s employment (other than for the reasons set forth in Section 3(c3(b) or 3(d) of this Agreement); (ii) any reduction in ExecutiveEmployee’s title, responsibilities, including reporting responsibilities, or authority, including such title, responsibilities or authority as such title, responsibilities or authority may be increased from time to time during the term of this Agreement; (iii) the assignment to Executive Employee of duties inconsistent with ExecutiveEmployee’s office on the date of the Change in Control or as the same may be increased from time to time after the Change in Control; (iv) any reassignment of Executive Employee to a location greater than fifty (50) miles from the location of ExecutiveEmployee’s office on the date of the Change in Control; (v) any significant reduction in ExecutiveEmployee’s compensation as provided in Section 4 Annual Base Salary in effect on the date of the Change in Control or as the same may be increased from time to time after the Change in Control; (vi) any failure to continue Employee’s participation in any of E&B’s commission compensation or bonus plans in which Employee participated at the time of the Change in Control or any change or amendment to any provisions of any of such plans which would materially decrease the potential benefits to Employee under any of such plans; (vii) any failure to provide Executive Employee with benefits at least as favorable as those enjoyed by Executive Employee under any of Corporation or Bank’s retirement or pension, life insurance, medical, health and accident, disability or other employee plans in which Executive Employee participated at the time of the Change in Control, or the taking of any action that would materially reduce any of such benefits in effect at the time of the Change in Control; (viiviii) any requirement that Executive Employee travel in performance of his duties on behalf of Corporation or Bank E&B for a significantly greater period of time during any year than was required of Executive Employee during the year preceding the year in which the Change in Control occurred; or (viiiix) any sustained pattern of interruption or disruption of Executive Employee for matters substantially unrelated to ExecutiveEmployee’s discharge of ExecutiveEmployee’s duties on behalf of Corporation and BankE&B; then, at the option of ExecutiveEmployee, exercisable by Executive Employee within ninety (90) days of the Change in Control and occurrence of any of the foregoing events, Executive Employee may resign from employment with Corporation and Bank E&B (or, if involuntarily terminated, give notice of intention to collect benefits under this Agreement) by delivering if (i) Employee delivers a notice in writing (the “Notice of Termination”) to Corporation Company and Bank E&B and (ii) E&B or Leesport fails to cure the condition giving rise to such right to terminate within thirty (30) days of receipt of the Notice of Termination. In the event of termination by Executive as a result of any of the foregoing events, such termination shall be effective no more than sixty (60) days after the end of the 30-day cure period described above and the provisions of Section 6 7 of this Agreement shall apply. In addition, notwithstanding the payments to Executive contemplated by Section 6, if Executive is requested by the Corporation, Bank, or a successor thereto to remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank following the Date of Change of Control, Executive expressly agrees, subject to the condition set forth below, to remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank for not less than six months following the Date of Change of Control. The Corporation, Bank, or successor to the Corporation or Bank shall have the right to request Executive remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank for a period of less than six months following the Date of Change of Control. Executive agrees to remain an employee of the Corporation, Bank or successor to the Corporation or Bank pursuant to their request conditioned upon Executive being compensated in the same amount and on the same terms as he was compensated immediately prior to the Date of Change of Control, including participation in all employee benefit plans to which he would otherwise be entitled. (b) As used in this Agreement, “Change in Control” shall mean the occurrence of any of the following:

Termination of Employment Following Change in Control. (a) If a Change in Control (as defined in Section 5(b) of this Agreement) shall occur and, and thereafter, if at any time during the term of this Agreement there shall be: (i) any involuntary termination of Executive’s 's employment (other than for the reasons set forth in Section 3(c3(b) or 3(d) of this Agreement); (ii) any reduction in Executive’s 's title, responsibilities, including reporting responsibilities, or authority, including such title, responsibilities or authority as such may be increased from time to time during the term of this Agreement; (iii) the assignment to Executive of duties inconsistent with Executive’s 's office on the date of the Change in Control or as the same may be increased from time to time after the Change in Control; (iv) any reassignment of Executive to a location greater than fifty (50) miles from the location of Executive’s 's office on the date of the Change in Control; (v) any significant reduction in Executive’s compensation as provided in Section 4 's Annual Base Salary in effect on the date of the Change in Control or as the same may be increased from time to time after the Change in Control; (vi) any failure to provide Executive with benefits at least as favorable as those enjoyed by Executive under any of Corporation or Bank’s 's retirement or pension, life insurance, medical, health and accident, disability or other employee plans in which Executive participated at the time of the Change in Control, or the taking of any action that would materially reduce any of such benefits in effect at the time of the Change in Control; (vii) any requirement that Executive travel in performance of his duties on behalf of Corporation or Bank for a significantly greater period of time during any year than was required of Executive during the year preceding the year in which the Change in Control occurred; or; (viii) any sustained pattern of interruption or disruption of Executive for matters substantially unrelated to Executive’s 's discharge of Executive’s 's duties on behalf of Corporation and Bank; or (ix) a good faith determination by Executive that he can no longer work with the new management of Corporation and Bank. then, at the option of Executive, exercisable by Executive within ninety one hundred eighty (90180) days of the Change in Control and occurrence of any of the foregoing eventsControl, Executive may resign from employment with Corporation and Bank (or, if involuntarily terminated, give notice of intention to collect benefits under this Agreement) by delivering a notice in writing (the “"Notice of Termination”") to Corporation and Bank and the provisions of Section 6 of this Agreement shall apply. In addition, notwithstanding the payments to Executive contemplated by Section 6, if Executive is requested by the Corporation, Bank, or a successor thereto to remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank following the Date of Change of Control, Executive expressly agrees, subject to the condition set forth below, to remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank for not less than six months following the Date of Change of Control. The Corporation, Bank, or successor to the Corporation or Bank shall have the right to request Executive remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank for a period of less than six months following the Date of Change of Control. Executive agrees to remain an employee of the Corporation, Bank or successor to the Corporation or Bank pursuant to their request conditioned upon Executive being compensated in the same amount and on the same terms as he was compensated immediately prior to the Date of Change of Control, including participation in all employee benefit plans to which he would otherwise be entitled. (b) As used in this Agreement, “"a Change in Control” shall mean the occurrence " (other than one occurring by reason of any an acquisition of the followingCompany by Executive) shall be deemed to have occurred if the Board of Directors of Corporation or Bank certifies on an objective basis that one of the following has occurred: (i) a sale or other transfer of ownership of forty percent (40%) or more of the total gross fair market value of the assets of Corporation and Bank to any individual, corporation, partnership, trust, or other entity or organization (a "Person") or group of Persons acting in concert as a partnership or other group, other than a Person controlling, controlled by, or under common control with Corporation or Bank; (ii) any Person or group of Persons acting in concert as a partnership or other group, other than a Person controlling, controlled by, or under common control with Corporation or Bank, acquires ownership of stock in Corporation, that together with stock held by such Person or group, constitutes more than 50 percent of the total fair market value or total voting power of the stock of Corporation, provided such Person or group did not own more than 50 percent of the total fair market value or total voting power of the stock of Corporation prior to such acquisition; or (iii) the replacement of a majority of members of Corporation's Board of Directors over any period of one year or less by directors whose appointment or election is not endorsed by a majority of the members of the Corporation's Board of Directors prior to the date of the appointment or election.

Termination of Employment Following Change in Control. (a) If a Change in Control (as defined in Section 5(b) of this Agreement) shall occur and, thereafter, after the effective date of the merger or if thereafter at any time during the term of this Agreement there shall be: (i) any involuntary termination of Executive’s 's employment (other than for the reasons set forth in Section 3(c3(b), 3(d), and 3(e) of this Agreement); (ii) any reduction in Executive’s 's title, responsibilities, including reporting responsibilities, or authority, including such title, responsibilities or authority as such may be increased from time to time during the term of this Agreement; (iii) the assignment to Executive of duties inconsistent with Executive’s 's office on the date of the Change in Control or as the same may be increased from time to time after the Change in Control; (iv) any reassignment of Executive to a location greater than fifty (50) miles from the location of Executive’s 's office on the date of the Change in Control; (v) any significant reduction in Executive’s compensation as provided in Section 4 's Annual Base Salary in effect on the date of the Change in Control or as the same may be increased from time to time after the Change in Control; (vi) any failure to provide Executive with benefits at least as favorable as those enjoyed by Executive under any of Corporation or Bank’s 's retirement or pension, life insurance, medical, health and accident, disability or other employee plans in which Executive participated at the time of the Change in Control, or the taking of any action that would materially reduce any of such benefits in effect at the time of the Change in Control; (vii) any requirement that Executive travel in performance of his duties on behalf of Corporation or Bank for a significantly greater period of time during any year than was required of Executive during the year preceding the year in which the Change in Control occurred; or (viii) any sustained pattern of interruption or disruption of Executive for matters substantially unrelated to Executive’s 's discharge of Executive’s 's duties on behalf of Corporation and Bank; then, at the option of Executive, exercisable by Executive within ninety one hundred twenty (90120) days of the Change in Control and or occurrence of any of the foregoing events, Executive may resign from employment with Corporation and Bank (or, if involuntarily terminated, give notice of intention to collect benefits under this Agreement) by delivering a notice in writing (the “"Notice of Termination”") to Corporation and Bank and the provisions of Section 6 of this Agreement shall apply. In addition, notwithstanding the payments to Executive contemplated by Section 6, if Executive is requested by the Corporation, Bank, or a successor thereto to remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank following the Date of Change of Control, Executive expressly agrees, subject to the condition set forth below, to remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank for not less than six months following the Date of Change of Control. The Corporation, Bank, or successor to the Corporation or Bank shall have the right to request Executive remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank for a period of less than six months following the Date of Change of Control. Executive agrees to remain an employee of the Corporation, Bank or successor to the Corporation or Bank pursuant to their request conditioned upon Executive being compensated in the same amount and on the same terms as he was compensated immediately prior to the Date of Change of Control, including participation in all employee benefit plans to which he would otherwise be entitled. (b) As used in this Agreement, “"Change in Control” " shall mean the occurrence of any of the following: