Common use of Termination of Employment With Bank Liability Clause in Contracts

Termination of Employment With Bank Liability. (a) In the event that the Officer's employment with the Bank shall terminate either during the Assurance Period, or prior to the commencement of the Assurance Period but within three months of a Change of Control (as defined in section 10 of this Agreement); provided, however, that if the Officer's employment is terminated prior to the commencement of the Assurance Period, it is reasonably demonstrated by the Officer that such termination of employment was at the request of a third party who has taken steps reasonably calculated to effect such Change of Control or otherwise arose in connection with or anticipation of such Change of Control, on account of: (i) The Officer's voluntary resignation from employment with the Bank within 90 days following: (A) the failure of the Board to appoint or re-appoint or elect or re-elect the Officer to serve in the same position in which the Officer was serving on the day before the Assurance Period commenced (or a more senior office); (B) if the Officer is a member of the Board on the day before the Assurance Period commenced, the failure of the shareholders of the Bank to elect or re-elect the Officer as a member of the Board or the failure of the Board (or the nominating committee thereof) to nominate the Officer for such election or re-election; (C) the expiration of a 30-day period following the date on which the Officer gives written notice to the Bank of its material failure, whether by amendment of the Bank's Organization Certificate or By-Laws, action (D) the failure of the Bank to cure a material breach of this Agreement by the Bank, within 30 days following written notice from the Officer of such material breach; (E) a reduction in the salary provided to the Officer, or a material reduction in the benefits provided to the Officer under the Bank's program of employee benefits, other than in connection with an across-the-board reduction in salary and benefits uniformly applied to all employees of the Bank and all subsidiaries and affiliates of the Bank, compared with the salary and benefits that were provided to the Officer on the day before the Assurance Period commenced; (F) a change in the Officer's principal place of employment for a distance in excess of 50 miles from the Bank's principal office in Warwick, New York; or (ii) the Officer's employment with the Bank is terminated by the Bank for any reason other than for "cause" as provided in section 9(a); then, subject to section 21, the Bank shall provide the benefits and pay to the Officer the amounts described in section 8(b) of this Agreement; provided, however, that if benefits or payments become due hereunder as a result of the Officer's termination of employment prior to the commencement of the Assurance Period, the benefits and payments provided for under section 8(b) of this Agreement shall be determined as though the Officer had remained in the service of the Bank (upon the terms and conditions in effect at the time of his actual termination of service) and had not terminated employment with the Bank until the date on which the Officer's Assurance Period would have commenced. (b) Upon the termination of the Officer's employment with the Bank under circumstances described in section 8(a) of this Agreement, the Bank shall pay and provide to the Officer (or, in the event of the Officer's death, to the Officer's estate): (i) the Officer's earned but unpaid salary (including, without limitation, all items which constitute wages under applicable law and the payment of which is not otherwise provided for in this section 8(b)) as of the date of the termination of the Officer's employment with the Bank, such payment to be made at the time and in the manner prescribed by law applicable to the payment of wages but in no event later than 30 days after termination of employment; (iii) continued group life, health (including hospitalization, medical and major medical), dental, accident and long term disability insurance benefits, in addition to that provided pursuant to section 8(b)(ii), and after taking into account the coverage provided by any subsequent employer, if and to the extent necessary to provide for the Officer, for the remaining unexpired Assurance Period, coverage equivalent to the coverage to which the Officer would have been entitled under such plans (as in effect on the date of his termination of employment, or, if his termination of employment occurs after a Change of Control, on the date of such Change of Control, whichever benefits are greater) if the Officer had continued working for the Bank during the remaining unexpired Assurance Period at the highest annual rate of salary achieved during the Officer's period of actual employ ment with the Bank; (iv) within 30 days following the Officer's termination of employment with the Bank, a lump sum payment, in an amount equal to the present value of the salary (which, in the case of an Officer who is compensated in the form of both salary and commissions, shall be equal to the annual average of the total salary and commissions paid to such Officer during the two calendar years prior to such Officer's termination of employment) that the Officer would have earned if the Officer had continued working for the Bank during the remaining unexpired Assurance Period at the highest annual rate of salary achieved during the Officer's period of actual employment with the Bank, where such present value is to be determined using a discount rate equal to the applicable short-term federal rate prescribed under section 1274(d) of the Internal Revenue Code of 1986, as amended ("Code"), compounded using the compounding periods corresponding to the Bank's regular payroll periods for its officers, such lump sum to be paid in lieu of all other payments of salary provided for under this Agreement in respect of the period following any such termination; (v) within 30 days following the Officer's termination of employment with the Bank, a lump sum payment in an amount equal to the excess, if any, of: (A) the present value of the aggregate benefits to which he would be entitled under The Warwick Savings Bank Defined Benefit Pension Plan (together with the defined benefit portion of the Benefit Restoration Plan of The Warwick Savings Bank and any other supplemental defined benefit plan) and any and all other qualified and non-qualified defined benefit pension plans maintained by, or covering employees of, the Bank, if the Officer were 100% vested thereunder and had continued working for the Bank during the remaining unexpired Assurance Period at the highest annual rate of salary achieved during the Assurance Period; over where such present values are to be determined using the mortality tables prescribed under section 415(b)(2)(E)(v) of the Code and a discount rate, compounded monthly equal to the annualized rate of interest prescribed by the Pension Benefit Guaranty Corporation for the valuation of immediate annuities payable under terminating single-employer defined benefit plans for the month in which the Officer's termination of employment occurs ("Applicable PBGC Rate"); (vi) within 30 days following the Officer's termination of employment with the Bank, a lump sum payment in an amount equal to the present value of the additional employer contributions to which he would have been entitled under The Warwick Savings Bank 401(k) Savings Plan, the Employee Stock Ownership Plan of Warwick Community Bancorp, Inc. (together with the defined contribution portion of the Benefit Restoration Plan of The Warwick Savings Bank or any other supplemental defined contribution plan) and any and all other qualified and non-qualified defined contribution plans maintained by, or covering employees of, the Bank, as if he were 100% vested thereunder and had continued working for the Bank during the remaining unexpired Assurance Period at the highest annual rate of salary achieved during the Assurance Period and making the maximum amount of employee contributions, if any, required under such plan or plans, such present value to be determined on the basis of a discount rate, compounded using the compounding period that corresponds to the frequency with which employer contributions are made to the relevant plan, equal to the Applicable PBGC Rate; (vii) the payments that would have been made to the Officer under any cash bonus or long-term or short-term cash incentive compensation plan maintained by, or covering employees of, the Bank if he had continued working for the Bank during the remaining unexpired Assurance Period and had earned the maximum bonus or incentive award in each calendar year that ends during the remaining unexpired Assurance Period, such payments to be equal to the product of: (A) the maximum percentage rate at which an award was ever available to the Officer under such incentive compensation plan; multiplied by (B) the salary that would have been paid to the Officer during each such calendar year at the highest annual rate of salary achieved during the Assurance Period; such payments to be made (without discounting for early payment) within 30 days following the Officer's termination of employment; (viii) at the election of the Bank made within 30 days following the occurrence of the event described in section 8(a), upon the surrender of options or appreciation rights issued to the Officer under any stock option and appreciation rights plan or program maintained by, or covering employees of, the Bank, a lump sum payment in an amount equal to the product of: (A) the excess of (I) the fair market value of a share of stock of the same class as the stock subject to the option or appreciation right, determined as of the date of termination of employment, over (II) the exercise price per share for such option or appreciation right, as specified in or under the relevant plan or program; multiplied by (B) the number of shares with respect to which options or appreciation rights are being surrendered. For purposes of this section 8(b)(viii), the Officer shall be deemed fully vested in all options and appreciation rights under any stock option or appreciation rights plan or program maintained by, or covering employees of, the Bank, even if he is not vested under such plan or program; and (ix) at the election of the Bank made within 30 days following the occurrence of the event described in section 8(a), upon the surrender of any shares awarded to the Officer under any restricted stock plan maintained by, or covering employees of, the Bank, a lump sum payment in an amount equal to the product of: (A) the fair market value of a share of stock of the same class of stock granted under such plan, determined as of the date of the Officer's termination of employment; multiplied by (B) the number of shares which are being surrendered. For purposes of this section 8(b)(ix), the Officer shall be deemed fully vested in all shares awarded under any restricted stock plan maintained by, or covering employees of, the Bank, even if he is not vested under such plan. The Bank and the Officer hereby stipulate that the damages which may be incurred by the Officer following any such termination of employment are not capable of accurate measurement as of the date first above written and that the payments and benefits contemplated by this section 8(b) constitute reasonable damages under the circumstances and shall be payable without any requirement of proof of actual damage and without regard to the Officer's efforts, if any, to mitigate damages. The Bank and the Officer further agree that the Bank may condition the payments and benefits (if any) due under sections 8(b)(iii), (iv), (v), (vi) and (vi) on the receipt of the Officer's resignation from any and all positions which he holds as an officer, director or committee member with respect to the Bank or any subsidiary or affiliate of the Bank.

Termination of Employment With Bank Liability. (a) In the event that the Officer's employment with the Bank shall terminate either during the Assurance Period, or prior to the commencement of the Assurance Period but within three months of a Change of Control (as defined in section 10 of this Agreement); providedPROVIDED, howeverHOWEVER, that if the Officer's employment is terminated prior to the commencement of the Assurance Period, it is reasonably demonstrated by the Officer that such termination of employment was at the request of a third party who has taken steps reasonably calculated to effect such Change of Control or otherwise arose in connection with or anticipation of such Change of Control, on account of: (i) The Officer's voluntary resignation from employment with the Bank within 90 days following: (A) the failure of the Board to appoint or re-appoint or elect or re-elect the Officer to serve in the same position in which the Officer was serving on the day before the Assurance Period commenced (or a more senior office); (B) if the Officer is a member of the Board on the day before the Assurance Period commenced, the failure of the shareholders of the Bank to elect or re-elect the Officer as a member of the Board or the failure of the Board (or the nominating committee thereof) to nominate the Officer for such election or re-election; (C) the expiration of a 30-day period following the date on which the Officer gives written notice to the Bank of its material failure, whether by amendment of the Bank's Organization Certificate or By-Laws, actionaction of the Board or the Bank's shareholders or otherwise, to vest in the Officer the functions, duties, or responsibilities vested in the Officer on the day before the Assurance Period commenced (or the functions, duties and responsibilities of a more senior office to which the Officer may be appointed), unless during such 30-day period, the Bank fully cures such failure; (D) the failure of the Bank to cure a material breach of this Agreement by the Bank, within 30 days following written notice from the Officer of such material breach; (E) a reduction in the salary provided to the Officer, or a material reduction in the benefits provided to the Officer under the Bank's program of employee benefits, other than in connection with an across-the-board reduction in salary and benefits uniformly applied to all employees of the Bank and all subsidiaries and affiliates of the Bank, compared with the salary and benefits that were provided to the Officer on the day before the Assurance Period commenced; (F) a change in the Officer's principal place of employment for a distance in excess of 50 miles from the Bank's principal office in Warwick, New York; or (ii) the Officer's employment with the Bank is terminated by the Bank for any reason other than for "cause" as provided in section 9(a); then, subject to section 21, the Bank shall provide the benefits and pay to the Officer the amounts described in section 8(b) of this Agreement; providedPROVIDED, howeverHOWEVER, that if benefits or payments become due hereunder as a result of the Officer's termination of employment prior to the commencement of the Assurance Period, the benefits and payments provided for under section 8(b) of this Agreement shall be determined as though the Officer had remained in the service of the Bank (upon the terms and conditions in effect at the time of his actual termination of service) and had not terminated employment with the Bank until the date on which the Officer's Assurance Period would have commenced. (b) Upon the termination of the Officer's employment with the Bank under circumstances described in section 8(a) of this Agreement, the Bank shall pay and provide to the Officer (or, in the event of the Officer's death, to the Officer's estate): (i) the Officer's earned but unpaid salary (including, without limitation, all items which constitute wages under applicable law and the payment of which is not otherwise provided for in this section 8(b)) as of the date of the termination of the Officer's employment with the Bank, such payment to be made at the time and in the manner prescribed by law applicable to the payment of wages but in no event later than 30 days after termination of employment; (ii) the benefits, if any, to which the Officer is entitled as a former employee under the employee benefit plans and programs and compensation plans and programs maintained for the benefit of the Bank's officers and employees; (iii) continued group life, health (including hospitalization, medical and major medical), dental, accident and long term disability insurance benefits, in addition to that provided pursuant to section 8(b)(ii), and after taking into account the coverage provided by any subsequent employer, if and to the extent necessary to provide for the Officer, for the remaining unexpired Assurance Period, coverage equivalent to the coverage to which the Officer would have been entitled under such plans (as in effect on the date of his termination of employment, or, if his termination of employment occurs after a Change of Control, on the date of such Change of Control, whichever benefits are greater) if the Officer had continued working for the Bank during the remaining unexpired Assurance Period at the highest annual rate of salary achieved during the Officer's period of actual employ ment with the Bank; (iv) within 30 days following the Officer's termination of employment with the Bank, a lump sum payment, in an amount equal to the present value of the salary (which, in the case of an Officer who is compensated in the form of both salary and commissions, shall be equal to the annual average of the total salary and commissions paid to such Officer during the two calendar years prior to such Officer's termination of employment) that the Officer would have earned if the Officer had continued working for the Bank during the remaining unexpired Assurance Period at the highest annual rate of salary achieved during the Officer's period of actual employment with the Bank, where such present value is to be determined de termined using a discount rate equal to the applicable short-term federal rate prescribed under section 1274(d) of the Internal Revenue Code of 1986, as amended ("Code"), compounded using the compounding periods corresponding to the Bank's regular payroll periods for its officers, such lump sum to be paid in lieu of all other payments of salary provided for under this Agreement in respect of the period following any such termination; (v) within 30 days following the Officer's termination of employment with the Bank, a lump sum payment in an amount equal to the excess, if any, of: (A) the present value of the aggregate benefits to which he would be entitled under The Warwick Savings Bank Defined Benefit Pension Plan (together with the defined benefit portion of the Benefit Restoration Plan of The Warwick Savings Bank and any other supplemental defined benefit plan) and any and all other qualified and non-qualified defined benefit pension plans maintained by, or covering employees of, the Bank, if the Officer were 100% vested thereunder and had continued working for the Bank during the remaining unexpired Assurance Period at the highest annual rate of salary achieved during the Assurance Period; over over (B) the present value of the benefits to which he is actually entitled under such defined benefit pension plans as of the date of his termination; where such present values are to be determined using the mortality tables prescribed prescr ibed under section 415(b)(2)(E)(v) of the Code and a discount rate, compounded monthly equal to the annualized rate of interest prescribed by the Pension Benefit Guaranty Corporation for the valuation of immediate annuities payable under terminating single-employer defined benefit plans for the month in which the Officer's termination of employment occurs ("Applicable PBGC Rate"); (vi) within 30 days following the Officer's termination of employment with the Bank, a lump sum payment in an amount equal to the present value of the additional employer contributions to which he would have been entitled under The Warwick Savings Bank 401(k) Savings Plan, the Employee Stock Ownership Plan of Warwick Community Bancorp, Inc. (together with the defined contribution portion of the Benefit Restoration Plan of The Warwick Savings Bank or any other supplemental defined contribution plan) and any and all other qualified and non-qualified defined contribution plans maintained by, or covering employees of, the Bank, as if he were 100% vested thereunder and had continued working for the Bank during the remaining unexpired Assurance Period at the highest annual rate of salary achieved during the Assurance Period and making the maximum amount of employee contributions, if any, required under such plan or plans, such present value to be determined on the basis of a discount rate, compounded using the compounding period that corresponds to the frequency with which employer contributions are made to the relevant plan, equal to the Applicable PBGC Rate; (vii) the payments that would have been made to the Officer under any cash bonus or long-term or short-term cash incentive compensation plan maintained by, or covering employees of, the Bank if he had continued working for the Bank during the remaining unexpired Assurance Period and had earned the maximum bonus or incentive award in each calendar year that ends during the remaining unexpired Assurance Period, such payments to be equal to the product of: (A) the maximum percentage rate at which an award was ever available to the Officer under such incentive compensation plan; multiplied by (B) the salary that would have been paid to the Officer during each such calendar year at the highest annual rate of salary achieved during the Assurance Period; such payments to be made (without discounting for early payment) within 30 days following the Officer's termination of employment; (viii) at the election of the Bank made within 30 days following the occurrence of the event described in section 8(a), upon the surrender of options or appreciation rights issued to the Officer under any stock option and appreciation rights plan or program maintained by, or covering employees of, the Bank, a lump sum payment in an amount equal to the product of: (A) the excess of (I) the fair market value of a share of stock of the same class as the stock subject to the option or appreciation right, determined as of the date of termination of employment, over (II) the exercise exer cise price per share for such option or appreciation right, as specified in or under the relevant plan or program; multiplied by (B) the number of shares with respect to which options or appreciation rights are being surrendered. For purposes of this section 8(b)(viii), the Officer shall be deemed fully vested in all options and appreciation rights under any stock option or appreciation rights plan or program maintained by, or covering employees of, the Bank, even if he is not vested under such plan or program; and (ix) at the election of the Bank made within 30 days following the occurrence of the event described in section 8(a), upon the surrender of any shares awarded to the Officer under any restricted stock plan maintained by, or covering employees of, the Bank, a lump sum payment in an amount equal to the product of: (A) the fair market value of a share of stock of the same class of stock granted under such plan, determined as of the date of the Officer's termination of employment; multiplied by (B) the number of shares which are being surrendered. For purposes of this section 8(b)(ix), the Officer shall be deemed fully vested in all shares awarded under any restricted stock plan maintained by, or covering employees of, the Bank, even if he is not vested under such plan. The Bank and the Officer hereby stipulate that the damages which may be incurred by the Officer following any such termination of employment are not capable of accurate measurement as of the date first above written and that the payments and benefits contemplated by this section 8(b) constitute consti tute reasonable damages under the circumstances and shall be payable without any requirement of proof of actual damage and without regard to the Officer's efforts, if any, to mitigate damages. The Bank and the Officer further agree that the Bank may condition the payments and benefits (if any) due under sections 8(b)(iii), (iv), (v), (vi) and (vi) on the receipt of the Officer's resignation from any and all positions which he holds as an officer, director or committee member with respect to the Bank or any subsidiary or affiliate of the Bank.

Termination of Employment With Bank Liability. (a) In the event that the OfficerEmployee's employment with the Bank shall terminate either during the Assurance Period, or prior to the commencement of the Assurance Period but within three (3) months of and in connection with a Change of Control (as defined in section 10 of this Agreement); provided, however, that if the Officer's employment is terminated prior to the commencement of the Assurance Period, it is reasonably demonstrated by the Officer that such termination of employment was at the request of a third party who has taken steps reasonably calculated to effect such Change of Control or otherwise arose in connection with or anticipation of such Change of Control, Agreement on account of: (i) The OfficerEmployee's voluntary resignation from employment with the Bank within 90 ninety (90) days following: (A) the failure of the Bank's Board to appoint or re-appoint or elect or re-elect the Officer Employee to serve in the same position in which the Officer Employee was serving serving, on the day before the Assurance Period commenced (or a more senior office); (B) the failure of the stockholders of the Holding Company to elect or re-elect the Employee as a member of the Board, if the Officer is he was a member of the Board on the day before the Assurance Period commenced, the failure of the shareholders of the Bank to elect or re-elect the Officer as a member of the Board or the failure of the Board (or the nominating committee thereof) to nominate the Officer for such election or re-election; (C) the expiration of a thirty (30-) day period following the date on which the Officer Employee gives written notice to the Bank of its material failure, whether by amendment of the Bank's Organization Certificate or By-Lawslaws, actionaction of the Board or the Holding Company's stockholders or otherwise, to vest in the Employee the functions, duties, or responsibilities vested in the Employee on the day before the Assurance Period commenced (or the functions, duties and responsibilities of a more senior office to which the Employee may be appointed), unless during such thirty (30) day period, the Bank fully cures such failure; (D) the failure of the Bank to cure a material breach of this Agreement by the Bank, within 30 thirty (30) days following written notice from the Officer Employee of such material breach; (E) a reduction in the salary compensation provided to the OfficerEmployee, or a material reduction in the benefits provided to the Officer Employee under the BankBanks's program of employee benefits, other than in connection with an across-the-board reduction in salary and benefits uniformly applied to all employees of the Bank and all subsidiaries and affiliates of the Bank, compared with the salary compensation and benefits that were provided to the Officer Employee on the day before the Assurance Period commenced; (F) a change in the OfficerEmployee's principal place of employment for that would result in a distance one-way commuting time in excess of 50 miles from the Bankgreater of (I) 30 minutes or (II) the Employee's principal office in Warwick, New Yorkcommuting time immediately prior to such change; or (ii) the Officer's employment with discharge of the Bank is terminated Employee by the Bank for any reason other than for "cause" as provided in section 9(a); then, subject to section 21, the Bank shall provide the benefits and pay to the Officer Employee the amounts described in provided for under section 8(b) of this Agreement; provided, however, that if benefits or payments become due hereunder as a result of the OfficerEmployee's termination of employment prior to the commencement of the Assurance Period, the benefits and payments provided for under section 8(b) of this Agreement shall be determined as though the Officer Employee had remained in the service of the Bank (upon the terms and conditions in effect at the time of his actual termination of service) and had not terminated employment with the Bank until the date on which the OfficerEmployee's Assurance Period would have commenced. (b) Upon the termination of the Officer's employment with the Bank under circumstances described in section 8(a) of this Agreement, the Bank shall pay and provide to the Officer (or, in the event of the Officer's death, to the Officer's estate): (i) the Officer's earned but unpaid salary (including, without limitation, all items which constitute wages under applicable law and the payment of which is not otherwise provided for in this section 8(b)) as of the date of the termination of the Officer's employment with the Bank, such payment to be made at the time and in the manner prescribed by law applicable to the payment of wages but in no event later than 30 days after termination of employment; (iii) continued group life, health (including hospitalization, medical and major medical), dental, accident and long term disability insurance benefits, in addition to that provided pursuant to section 8(b)(ii), and after taking into account the coverage provided by any subsequent employer, if and to the extent necessary to provide for the Officer, for the remaining unexpired Assurance Period, coverage equivalent to the coverage to which the Officer would have been entitled under such plans (as in effect on the date of his termination of employment, or, if his termination of employment occurs after a Change of Control, on the date of such Change of Control, whichever benefits are greater) if the Officer had continued working for the Bank during the remaining unexpired Assurance Period at the highest annual rate of salary achieved during the Officer's period of actual employ ment with the Bank; (iv) within 30 days following the Officer's termination of employment with the Bank, a lump sum payment, in an amount equal to the present value of the salary (which, in the case of an Officer who is compensated in the form of both salary and commissions, shall be equal to the annual average of the total salary and commissions paid to such Officer during the two calendar years prior to such Officer's termination of employment) that the Officer would have earned if the Officer had continued working for the Bank during the remaining unexpired Assurance Period at the highest annual rate of salary achieved during the Officer's period of actual employment with the Bank, where such present value is to be determined using a discount rate equal to the applicable short-term federal rate prescribed under section 1274(d) of the Internal Revenue Code of 1986, as amended ("Code"), compounded using the compounding periods corresponding to the Bank's regular payroll periods for its officers, such lump sum to be paid in lieu of all other payments of salary provided for under this Agreement in respect of the period following any such termination; (v) within 30 days following the Officer's termination of employment with the Bank, a lump sum payment in an amount equal to the excess, if any, of: (A) the present value of the aggregate benefits to which he would be entitled under The Warwick Savings Bank Defined Benefit Pension Plan (together with the defined benefit portion of the Benefit Restoration Plan of The Warwick Savings Bank and any other supplemental defined benefit plan) and any and all other qualified and non-qualified defined benefit pension plans maintained by, or covering employees of, the Bank, if the Officer were 100% vested thereunder and had continued working for the Bank during the remaining unexpired Assurance Period at the highest annual rate of salary achieved during the Assurance Period; over where such present values are to be determined using the mortality tables prescribed under section 415(b)(2)(E)(v) of the Code and a discount rate, compounded monthly equal to the annualized rate of interest prescribed by the Pension Benefit Guaranty Corporation for the valuation of immediate annuities payable under terminating single-employer defined benefit plans for the month in which the Officer's termination of employment occurs ("Applicable PBGC Rate"); (vi) within 30 days following the Officer's termination of employment with the Bank, a lump sum payment in an amount equal to the present value of the additional employer contributions to which he would have been entitled under The Warwick Savings Bank 401(k) Savings Plan, the Employee Stock Ownership Plan of Warwick Community Bancorp, Inc. (together with the defined contribution portion of the Benefit Restoration Plan of The Warwick Savings Bank or any other supplemental defined contribution plan) and any and all other qualified and non-qualified defined contribution plans maintained by, or covering employees of, the Bank, as if he were 100% vested thereunder and had continued working for the Bank during the remaining unexpired Assurance Period at the highest annual rate of salary achieved during the Assurance Period and making the maximum amount of employee contributions, if any, required under such plan or plans, such present value to be determined on the basis of a discount rate, compounded using the compounding period that corresponds to the frequency with which employer contributions are made to the relevant plan, equal to the Applicable PBGC Rate; (vii) the payments that would have been made to the Officer under any cash bonus or long-term or short-term cash incentive compensation plan maintained by, or covering employees of, the Bank if he had continued working for the Bank during the remaining unexpired Assurance Period and had earned the maximum bonus or incentive award in each calendar year that ends during the remaining unexpired Assurance Period, such payments to be equal to the product of: (A) the maximum percentage rate at which an award was ever available to the Officer under such incentive compensation plan; multiplied by (B) the salary that would have been paid to the Officer during each such calendar year at the highest annual rate of salary achieved during the Assurance Period; such payments to be made (without discounting for early payment) within 30 days following the Officer's termination of employment; (viii) at the election of the Bank made within 30 days following the occurrence of the event described in section 8(a), upon the surrender of options or appreciation rights issued to the Officer under any stock option and appreciation rights plan or program maintained by, or covering employees of, the Bank, a lump sum payment in an amount equal to the product of: (A) the excess of (I) the fair market value of a share of stock of the same class as the stock subject to the option or appreciation right, determined as of the date of termination of employment, over (II) the exercise price per share for such option or appreciation right, as specified in or under the relevant plan or program; multiplied by (B) the number of shares with respect to which options or appreciation rights are being surrendered. For purposes of this section 8(b)(viii), the Officer shall be deemed fully vested in all options and appreciation rights under any stock option or appreciation rights plan or program maintained by, or covering employees of, the Bank, even if he is not vested under such plan or program; and (ix) at the election of the Bank made within 30 days following the occurrence of the event described in section 8(a), upon the surrender of any shares awarded to the Officer under any restricted stock plan maintained by, or covering employees of, the Bank, a lump sum payment in an amount equal to the product of: (A) the fair market value of a share of stock of the same class of stock granted under such plan, determined as of the date of the Officer's termination of employment; multiplied by (B) the number of shares which are being surrendered. For purposes of this section 8(b)(ix), the Officer shall be deemed fully vested in all shares awarded under any restricted stock plan maintained by, or covering employees of, the Bank, even if he is not vested under such plan. The Bank and the Officer hereby stipulate that the damages which may be incurred by the Officer following any such termination of employment are not capable of accurate measurement as of the date first above written and that the payments and benefits contemplated by this section 8(b) constitute reasonable damages under the circumstances and shall be payable without any requirement of proof of actual damage and without regard to the Officer's efforts, if any, to mitigate damages. The Bank and the Officer further agree that the Bank may condition the payments and benefits (if any) due under sections 8(b)(iii), (iv), (v), (vi) and (vi) on the receipt of the Officer's resignation from any and all positions which he holds as an officer, director or committee member with respect to the Bank or any subsidiary or affiliate of the Bank.

Termination of Employment With Bank Liability. (a) In the event that the Officer's employment with the Bank shall terminate either during the Assurance Period, or prior to the commencement of the Assurance Period but within three months of a Change of Control (as defined in section 10 of this Agreement); providedPROVIDED, howeverHOWEVER, that if the Officer's employment is terminated prior to the commencement of the Assurance Period, it is reasonably demonstrated by the Officer that such termination of employment was at the request of a third party who has taken steps reasonably calculated to effect such Change of Control or otherwise arose in connection with or anticipation of such Change of Control, on account of: (i) The Officer's voluntary resignation from employment with the Bank within 90 days following: (A) the failure of the Board to appoint or re-appoint or elect or re-elect the Officer to serve in the same position in which the Officer was serving on the day before the Assurance Period commenced (or a more senior office); (B) if the Officer is a member of the Board on the day before the Assurance Period commenced, the failure of the shareholders of the Bank to elect or re-elect the Officer as a member of the Board or the failure of the Board (or the nominating committee thereof) to nominate the Officer for such election or re-election; (C) the expiration of a 30-day period following the date on which the Officer gives written notice to the Bank of its material failure, whether by amendment of the Bank's Organization Certificate or By-Laws, actionaction of the Board or the Bank's shareholders or otherwise, to vest in the Officer the functions, duties, or responsibilities vested in the Officer on the day before the Assurance Period commenced (or the functions, duties and responsibilities of a more senior office to which the Officer may be appointed), unless during such 30-day period, the Bank fully cures such failure; (D) the failure of the Bank to cure a material breach of this Agreement by the Bank, within 30 days following written notice from the Officer of such material breach; (E) a reduction in the salary provided to the Officer, or a material reduction in the benefits provided to the Officer under the Bank's program of employee benefits, other than in connection with an across-the-board reduction in salary and benefits uniformly applied to all employees of the Bank and all subsidiaries and affiliates of the Bank, compared with the salary and benefits that were provided to the Officer on the day before the Assurance Period commenced; (F) a change in the Officer's principal place of employment for a distance in excess of 50 miles from the Bank's principal office in Warwick, New York; or (ii) the Officer's employment with the Bank is terminated by the Bank for any reason other than for "cause" as provided in section 9(a); then, subject to section 21, the Bank shall provide the benefits and pay to the Officer the amounts described in section 8(b) of this Agreement; providedPROVIDED, howeverHOWEVER, that if benefits or payments become due hereunder as a result of the Officer's termination of employment prior to the commencement of the Assurance Period, the benefits and payments provided for under section 8(b) of this Agreement shall be determined as though the Officer had remained in the service of the Bank (upon the terms and conditions in effect at the time of his her actual termination of service) and had not terminated employment with the Bank until the date on which the Officer's Assurance Period would have commenced. (b) Upon the termination of the Officer's employment with the Bank under circumstances described in section 8(a) of this Agreement, the Bank shall pay and provide to the Officer (or, in the event of the Officer's death, to the Officer's estate): (i) the Officer's earned but unpaid salary (including, without limitation, all items which constitute wages under applicable law and the payment of which is not otherwise provided for in this section 8(b)) as of the date of the termination of the Officer's employment with the Bank, such payment to be made at the time and in the manner prescribed by law applicable to the payment of wages but in no event later than 30 days after termination of employment; (ii) the benefits, if any, to which the Officer is entitled as a former employee under the employee benefit plans and programs and compensation plans and programs maintained for the benefit of the Bank's officers and employees; (iii) continued group life, health (including hospitalization, medical and major medical), dental, accident and long term disability insurance benefits, in addition to that provided pursuant to section 8(b)(ii), and after taking into account the coverage provided by any subsequent employer, if and to the extent necessary to provide for the Officer, for the remaining unexpired Assurance Period, coverage equivalent to the coverage to which the Officer would have been entitled under such plans (as in effect on the date of his her termination of employment, or, if his her termination of employment occurs after a Change of Control, on the date of such Change of Control, whichever benefits are greater) if the Officer had continued working for the Bank during the remaining unexpired Assurance Period at the highest annual rate of salary achieved during the Officer's period of actual employ ment with the Bank; (iv) within 30 days following the Officer's termination of employment with the Bank, a lump sum payment, in an amount equal to the present value of the salary (which, in the case of an Officer who is compensated in the form of both salary and commissions, shall be equal to the annual average of the total salary and commissions paid to such Officer during the two calendar years prior to such Officer's termination of employment) that the Officer would have earned if the Officer had continued working for the Bank during the remaining unexpired Assurance Period at the highest annual rate of salary achieved during the Officer's period of actual employment with the Bank, where such present value is to be determined de termined using a discount rate equal to the applicable short-term federal rate prescribed under section 1274(d) of the Internal Revenue Code of 1986, as amended ("Code"), compounded using the compounding periods corresponding to the Bank's regular payroll periods for its officers, such lump sum to be paid in lieu of all other payments of salary provided for under this Agreement in respect of the period following any such termination; (v) within 30 days following the Officer's termination of employment with the Bank, a lump sum payment in an amount equal to the excess, if any, of: (A) the present value of the aggregate benefits to which he she would be entitled under The Warwick Savings Bank Defined Benefit Pension Plan (together with the defined benefit portion of the Benefit Restoration Plan of The Warwick Savings Bank and any other supplemental defined benefit plan) and any and all other qualified and non-qualified defined benefit pension plans maintained by, or covering employees of, the Bank, if the Officer were 100% vested thereunder and had continued working for the Bank during the remaining unexpired Assurance Period at the highest annual rate of salary achieved during the Assurance Period; over over (B) the present value of the benefits to which she's actually entitled under such defined benefit pension plans as of the date of her termination; where such present values are to be determined using the mortality tables prescribed prescr ibed under section 415(b)(2)(E)(v) of the Code and a discount rate, compounded monthly equal to the annualized rate of interest prescribed by the Pension Benefit Guaranty Corporation for the valuation of immediate annuities payable under terminating single-employer defined benefit plans for the month in which the Officer's termination of employment occurs ("Applicable PBGC Rate"); (vi) within 30 days following the Officer's termination of employment with the Bank, a lump sum payment in an amount equal to the present value of the additional employer contributions to which he she would have been entitled under The Warwick Savings Bank 401(k) Savings Plan, the Employee Stock Ownership Plan of Warwick Community Bancorp, Inc. (together with the defined contribution portion of the Benefit Restoration Plan of The Warwick Savings Bank or any other supplemental defined contribution plan) and any and all other qualified and non-qualified defined contribution plans maintained by, or covering employees of, the Bank, as if he she were 100% vested thereunder and had continued working for the Bank during the remaining unexpired Assurance Period at the highest annual rate of salary achieved during the Assurance Period and making the maximum amount of employee contributions, if any, required under such plan or plans, such present value to be determined on the basis of a discount rate, compounded using the compounding period that corresponds to the frequency with which employer contributions are made to the relevant plan, equal to the Applicable PBGC Rate; (vii) the payments that would have been made to the Officer under any cash bonus or long-term or short-term cash incentive compensation plan maintained by, or covering employees of, the Bank if he she had continued working for the Bank during the remaining unexpired Assurance Period and had earned the maximum bonus or incentive award in each calendar year that ends during the remaining unexpired Assurance Period, such payments to be equal to the product of: (A) the maximum percentage rate at which an award was ever available to the Officer under such incentive compensation plan; multiplied by (B) the salary that would have been paid to the Officer during each such calendar year at the highest annual rate of salary achieved during the Assurance Period; such payments to be made (without discounting for early payment) within 30 days following the Officer's termination of employment; (viii) at the election of the Bank made within 30 days following the occurrence of the event described in section 8(a), upon the surrender of options or appreciation rights issued to the Officer under any stock option and appreciation rights plan or program maintained by, or covering employees of, the Bank, a lump sum payment in an amount equal to the product of: (A) the excess of (I) the fair market value of a share of stock of the same class as the stock subject to the option or appreciation right, determined as of the date of termination of employment, over (II) the exercise exer cise price per share for such option or appreciation right, as specified in or under the relevant plan or program; multiplied by (B) the number of shares with respect to which options or appreciation rights are being surrendered. For purposes of this section 8(b)(viii), the Officer shall be deemed fully vested in all options and appreciation rights under any stock option or appreciation rights plan or program maintained by, or covering employees of, the Bank, even if he is she's not vested under such plan or program; and (ix) at the election of the Bank made within 30 days following the occurrence of the event described in section 8(a), upon the surrender of any shares awarded to the Officer under any restricted stock plan maintained by, or covering employees of, the Bank, a lump sum payment in an amount equal to the product of: (A) the fair market value of a share of stock of the same class of stock granted under such plan, determined as of the date of the Officer's termination of employment; multiplied by (B) the number of shares which are being surrendered. For purposes of this section 8(b)(ix), the Officer shall be deemed fully vested in all shares awarded under any restricted stock plan maintained by, or covering employees of, the Bank, even if he is she's not vested under such plan. The Bank and the Officer hereby stipulate that the damages which may be incurred by the Officer following any such termination of employment are not capable of accurate measurement as of the date first above written and that the payments and benefits contemplated by this section 8(b) constitute consti tute reasonable damages under the circumstances and shall be payable without any requirement of proof of actual damage and without regard to the Officer's efforts, if any, to mitigate damages. The Bank and the Officer further agree that the Bank may condition the payments and benefits (if any) due under sections 8(b)(iii), (iv), (v), (vi) and (vi) on the receipt of the Officer's resignation from any and all positions which he she holds as an officer, director or committee member with respect to the Bank or any subsidiary or affiliate of the Bank.

Termination of Employment With Bank Liability. (a) In the event that the Officer's employment with the Bank shall terminate either during the Assurance Period, or prior to the commencement of the Assurance Period but within three months of a Change of Control (as defined in section 10 of this Agreement); providedPROVIDED, howeverHOWEVER, that if the Officer's employment is terminated prior to the commencement of the Assurance Period, it is reasonably demonstrated by the Officer that such termination of employment was at the request of a third party who has taken steps reasonably calculated to effect such Change of Control or otherwise arose in connection with or anticipation of such Change of Control, on account of: (i) The Officer's voluntary resignation from employment with the Bank within 90 days following: (A) the failure of the Board to appoint or re-appoint or elect or re-elect the Officer to serve in the same position in which the Officer was serving on the day before the Assurance Period commenced (or a more senior office); (B) if the Officer is a member of the Board on the day before the Assurance Period commenced, the failure of the shareholders of the Bank to elect or re-elect the Officer as a member of the Board or the failure of the Board (or the nominating committee thereof) to nominate the Officer for such election or re-election; (C) the expiration of a 30-day period following the date on which the Officer gives written notice to the Bank of its material failure, whether by amendment of the Bank's Organization Certificate or By-Laws, actionaction of the Board or the Bank's shareholders or otherwise, to vest in the Officer the functions, duties, or responsibilities vested in the Officer on the day before the Assurance Period commenced (or the functions, duties and responsibilities of a more senior office to which the Officer may be appointed), unless during such 30-day period, the Bank fully cures such failure; (D) the failure of the Bank to cure a material breach of this Agreement by the Bank, within 30 days following written notice from the Officer of such material breach; (E) a reduction in the salary provided to the Officer, or a material reduction in the benefits provided to the Officer under the Bank's program of employee benefits, other than in connection with an across-the-board reduction in salary and benefits uniformly applied to all employees of the Bank and all subsidiaries and affiliates of the Bank, compared with the salary and benefits that were provided to the Officer on the day before the Assurance Period commenced; (F) a change in the Officer's principal place of employment for a distance in excess of 50 miles from the Bank's principal office in Warwick, New York; or (ii) the Officer's employment with the Bank is terminated by the Bank for any reason other than for "cause" as provided in section 9(a); then, subject to section 21, the Bank shall provide the benefits and pay to the Officer the amounts described in section 8(b) of this Agreement; providedPROVIDED, howeverHOWEVER, that if benefits or payments become due hereunder as a result of the Officer's termination of employment prior to the commencement of the Assurance Period, the benefits and payments provided for under section 8(b) of this Agreement shall be determined as though the Officer had remained in the service of the Bank (upon the terms and conditions in effect at the time of his her actual termination of service) and had not terminated employment with the Bank until the date on which the Officer's Assurance Period would have commenced. (b) Upon the termination of the Officer's employment with the Bank under circumstances described in section 8(a) of this Agreement, the Bank shall pay and provide to the Officer (or, in the event of the Officer's death, to the Officer's estate): (i) the Officer's earned but unpaid salary (including, without limitation, all items which constitute wages under applicable law and the payment of which is not otherwise provided for in this section 8(b)) as of the date of the termination of the Officer's employment with the Bank, such payment to be made at the time and in the manner prescribed by law applicable to the payment of wages but in no event later than 30 days after termination of employment; (ii) the benefits, if any, to which the Officer is entitled as a former employee under the employee benefit plans and programs and compensation plans and programs maintained for the benefit of the Bank's officers and employees; (iii) continued group life, health (including hospitalization, medical and major medical), dental, accident and long term disability insurance benefits, in addition to that provided pursuant to section 8(b)(ii), and after taking into account the coverage provided by any subsequent employer, if and to the extent necessary to provide for the Officer, for the remaining unexpired Assurance Period, coverage equivalent to the coverage to which the Officer would have been entitled under such plans (as in effect on the date of his her termination of employment, or, if his her termination of employment occurs after a Change of Control, on the date of such Change of Control, whichever benefits are greater) if the Officer had continued working for the Bank during the remaining unexpired Assurance Period at the highest annual rate of salary achieved during the Officer's period of actual employ ment with the Bank; (iv) within 30 days following the Officer's termination of employment with the Bank, a lump sum payment, in an amount equal to the present value of the salary (which, in the case of an Officer who is compensated in the form of both salary and commissions, shall be equal to the annual average of the total salary and commissions paid to such Officer during the two calendar years prior to such Officer's termination of employment) that the Officer would have earned if the Officer had continued working for the Bank during the remaining unexpired Assurance Period at the highest annual rate of salary achieved during the Officer's period of actual employment with the Bank, where such present value is to be determined de termined using a discount rate equal to the applicable short-term federal rate prescribed under section 1274(d) of the Internal Revenue Code of 1986, as amended ("Code"), compounded using the compounding periods corresponding to the Bank's regular payroll periods for its officers, such lump sum to be paid in lieu of all other payments of salary provided for under this Agreement in respect of the period following any such termination; (v) within 30 days following the Officer's termination of employment with the Bank, a lump sum payment in an amount equal to the excess, if any, of: (A) the present value of the aggregate benefits to which he she would be entitled under The Warwick Savings Bank Defined Benefit Pension Plan (together with the defined benefit portion of the Benefit Restoration Plan of The Warwick Savings Bank and any other supplemental defined benefit plan) and any and all other qualified and non-qualified defined benefit pension plans maintained by, or covering employees of, the Bank, if the Officer were 100% vested thereunder and had continued working for the Bank during the remaining unexpired Assurance Period at the highest annual rate of salary achieved during the Assurance Period; over over (B) the present value of the benefits to which she is actually entitled under such defined benefit pension plans as of the date of her termination; where such present values are to be determined using the mortality tables prescribed prescr ibed under section 415(b)(2)(E)(v) of the Code and a discount rate, compounded monthly equal to the annualized rate of interest prescribed by the Pension Benefit Guaranty Corporation for the valuation of immediate annuities payable under terminating single-employer defined benefit plans for the month in which the Officer's termination of employment occurs ("Applicable PBGC Rate"); (vi) within 30 days following the Officer's termination of employment with the Bank, a lump sum payment in an amount equal to the present value of the additional employer contributions to which he she would have been entitled under The Warwick Savings Bank 401(k) Savings Plan, the Employee Stock Ownership Plan of Warwick Community Bancorp, Inc. (together with the defined contribution portion of the Benefit Restoration Plan of The Warwick Savings Bank or any other supplemental defined contribution plan) and any and all other qualified and non-qualified defined contribution plans maintained by, or covering employees of, the Bank, as if he she were 100% vested thereunder and had continued working for the Bank during the remaining unexpired Assurance Period at the highest annual rate of salary achieved during the Assurance Period and making the maximum amount of employee contributions, if any, required under such plan or plans, such present value to be determined on the basis of a discount rate, compounded using the compounding period that corresponds to the frequency with which employer contributions are made to the relevant plan, equal to the Applicable PBGC Rate; (vii) the payments that would have been made to the Officer under any cash bonus or long-term or short-term cash incentive compensation plan maintained by, or covering employees of, the Bank if he she had continued working for the Bank during the remaining unexpired Assurance Period and had earned the maximum bonus or incentive award in each calendar year that ends during the remaining unexpired Assurance Period, such payments to be equal to the product of: (A) the maximum percentage rate at which an award was ever available to the Officer under such incentive compensation plan; multiplied by (B) the salary that would have been paid to the Officer during each such calendar year at the highest annual rate of salary achieved during the Assurance Period; such payments to be made (without discounting for early payment) within 30 days following the Officer's termination of employment; (viii) at the election of the Bank made within 30 days following the occurrence of the event described in section 8(a), upon the surrender of options or appreciation rights issued to the Officer under any stock option and appreciation rights plan or program maintained by, or covering employees of, the Bank, a lump sum payment in an amount equal to the product of: (A) the excess of (I) the fair market value of a share of stock of the same class as the stock subject to the option or appreciation right, determined as of the date of termination of employment, over (II) the exercise exer cise price per share for such option or appreciation right, as specified in or under the relevant plan or program; multiplied by (B) the number of shares with respect to which options or appreciation rights are being surrendered. For purposes of this section 8(b)(viii), the Officer shall be deemed fully vested in all options and appreciation rights under any stock option or appreciation rights plan or program maintained by, or covering employees of, the Bank, even if he she is not vested under such plan or program; and (ix) at the election of the Bank made within 30 days following the occurrence of the event described in section 8(a), upon the surrender of any shares awarded to the Officer under any restricted stock plan maintained by, or covering employees of, the Bank, a lump sum payment in an amount equal to the product of: (A) the fair market value of a share of stock of the same class of stock granted under such plan, determined as of the date of the Officer's termination of employment; multiplied by (B) the number of shares which are being surrendered. For purposes of this section 8(b)(ix), the Officer shall be deemed fully vested in all shares awarded under any restricted stock plan maintained by, or covering employees of, the Bank, even if he she is not vested under such plan. The Bank and the Officer hereby stipulate that the damages which may be incurred by the Officer following any such termination of employment are not capable of accurate measurement as of the date first above written and that the payments and benefits contemplated by this section 8(b) constitute consti tute reasonable damages under the circumstances and shall be payable without any requirement of proof of actual damage and without regard to the Officer's efforts, if any, to mitigate damages. The Bank and the Officer further agree that the Bank may condition the payments and benefits (if any) due under sections 8(b)(iii), (iv), (v), (vi) and (vi) on the receipt of the Officer's resignation from any and all positions which he she holds as an officer, director or committee member with respect to the Bank or any subsidiary or affiliate of the Bank.