Common use of Termination of Employment Without Cause Clause in Contracts

Termination of Employment Without Cause. At any time during the Term of Employment under this Agreement, either Arrow or the Bank may effect, pursuant to this Paragraph 7(b), and in accordance with the requirements set forth in Paragraph 11(gg) below, a Termination of Employment of Executive without Cause, provided, however, that any attempt to do so under circumstances that would also qualify such Termination of Employment as a Termination of Employment of Executive without Cause under Paragraph 6(a) of this Agreement, that is, as a Termination of Employment of Executive without Cause following a Change in Control that meets the conditions set forth in Paragraph 6(a), will be deemed a Termination of Employment of Executive without Cause under Paragraph 6(a), and not a Termination of Employment of Executive without Cause under this Paragraph 7(b). In the event of a Termination of Employment of Executive without Cause under this Paragraph 7(b), on the effective date of such Termination of Employment, and subject to the satisfaction of the conditions specified below in Section 8, Arrow or the Bank shall pay to the Executive, and the Executive shall be entitled to receive, one (1) lump sum payment in a dollar amount equal to the greater of (i) the total amount of Base Salary payments which would have been payable to the Executive during the period extending from such effective date until the normal expiration date of Employment under this Agreement as in effect at such time, had there been no early Termination of Employment of Executive without Cause (and assuming the Executive otherwise would have remained employed throughout such period and that his Base Salary would have remained unchanged throughout such period), or (ii) an amount equal to one hundred percent (100%) of the current Base Salary of the Executive on the effective date of such Termination of Employment.

Termination of Employment Without Cause. At any time during the Term of Employment under this Agreement, either Arrow or the Bank may effect, pursuant to this Paragraph 7(b), ) and in accordance with the requirements set forth in Paragraph 11(gg11(ff) below, a Termination of Employment of Executive without Cause, provided, however, that any attempt to do so under circumstances that would also qualify such Termination of Employment as a Termination of Employment of Executive without Cause under Paragraph 6(a) of this Agreement, that is, as a Termination of Employment of Executive without Cause following a Change in Control that meets the conditions set forth in Paragraph 6(a), will be deemed a Termination of Employment of Executive without Cause under Paragraph 6(a), and not a Termination of Employment of Executive without Cause under this Paragraph 7(b). In the event of a Termination of Employment of Executive without Cause under this Paragraph 7(b), on the effective date of such Termination of Employment, and subject to the satisfaction of the conditions specified below in Section 8, Arrow or the Bank shall pay to the Executive, and the Executive shall be entitled to receive, one (1) lump sum payment in a dollar amount equal to the greater of (i) the total amount of Base Salary base annual salary payments which would have been payable to the Executive during the period extending from such effective date until the normal expiration date of Employment under this Agreement as in effect at such time, had there been no early Termination of Employment of Executive without Cause (and assuming the Executive otherwise would have remained employed throughout such period and that his Base Salary base annual salary would have remained unchanged throughout such period), or (ii) an amount equal to one hundred percent (100%) of the current Base Salary base annual salary of the Executive on the effective date of such Termination of Employment.

Termination of Employment Without Cause. At During the Term, the Company --------------------------------------- may at any time during time, in its sole discretion, terminate the Term employment of Employment under this AgreementExecutive hereunder without cause by written notice to him. In such event, either Arrow or the Bank may effectCompany shall pay Executive an amount equal to the sum of the following: (a) any Base Salary accrued but unpaid as of the date of termination; (b) an amount equal to Executive's monthly Base Salary in effect on the date of termination for the remainder of the Term, pursuant to this Paragraph 7(bpayable as and when such amounts would have been due and payable hereunder had such termination not occurred (the "Severance Period"), and ; and (c) any reimbursement for expenses incurred in accordance with the requirements set forth in Paragraph 11(gg) below, a Termination of Employment of Executive without Cause, provided, however, that any attempt to do so under circumstances that would also qualify such Termination of Employment as a Termination of Employment of Executive without Cause under Paragraph 6(a) of this Agreement, that is, as a Termination of Employment of Executive without Cause following a Change in Control that meets the conditions set forth in Paragraph 6(a), will be deemed a Termination of Employment of Executive without Cause under Paragraph 6(a), and not a Termination of Employment of Executive without Cause under this Paragraph 7(b)Section 3.2. In addition, the event Company shall use its best efforts to arrange for the continuation, through the Severance Period, of a Termination such health and/or medical benefits or plans as are in effect as of Employment of Executive without Cause under this Paragraph 7(b), on the effective date of termination, if and only if permissible under such Termination of Employmentplans. If not so permissible, and subject to the satisfaction of the conditions specified below in Section 8, Arrow or the Bank Company shall pay to Executive an amount sufficient to enable Executive to arrange for substantially equivalent health and/or medical coverage during the Severance Period. Executive acknowledges that the payments and benefits referred to in this Section 4.2, together with any rights or benefits under any written plan or agreement which have vested on or prior to the termination date of Executive's employment under this Section 4.2, and constitute the only payments to which Executive shall be entitled to receivereceive from the Company hereunder in the event of any termination of his employment pursuant to this Section 4.2, one (1) lump sum payment and that except for such payments or benefits the Company shall have no further liability or obligation to him hereunder or otherwise in a dollar amount equal respect of his employment. If Executive's employment is terminated under this Section 4.2, Executive shall use all reasonable efforts to the greater of (i) the total amount of Base Salary payments which would have been payable to the obtain other employment or become self-employed as promptly as possible. If Executive secures other employment or becomes self-employed during the period extending Severance Period, the Company's obligations under this Section 4.2 shall be reduced by the earnings from such effective date until employment or self-employment received by Executive. During the normal expiration date Severance Period, Executive will notify the Company in writing of Employment under this Agreement as any offer of employment within 10 days of Executive's receipt of same. In addition, Executive will immediately notify the Company in effect at such time, had there been no early Termination of Employment of writing if Executive without Cause (and assuming becomes employed or self-employed during the Executive otherwise would have remained employed throughout such period and that his Base Salary would have remained unchanged throughout such period), or (ii) an amount equal to one hundred percent (100%) of the current Base Salary of the Executive on the effective date of such Termination of EmploymentSeverance Period.

Termination of Employment Without Cause. At any time during the Term of Employment under this Agreement, either Arrow or the Bank may effect, pursuant to this Paragraph 7(b), and in accordance with the requirements set forth in Paragraph 11(gg) below, a Termination of Employment of Executive without Cause, provided, however, that any attempt to do so under circumstances that would also qualify such Termination of Employment as a Termination of Employment of Executive without Cause under Paragraph 6(a) of this Agreement, that is, as a Termination of Employment of Executive without Cause following a Change in Control that meets the conditions set forth in Paragraph 6(a), will be deemed a Termination of Employment of Executive without Cause under Paragraph 6(a), and not a Termination of Employment of Executive without Cause under this Paragraph 7(b). In the event of a Termination of Employment of Executive without Cause under this Paragraph 7(b), on the effective date of such Termination of Employment, and subject to the satisfaction of the conditions specified below in Section 8, Arrow or the Bank shall pay to the Executive, and the Executive shall be entitled to receive, one (1) lump sum payment in a dollar amount equal to the greater of (i) the total amount of Base Salary base annual salary payments which would have been payable to the Executive during the period extending from such effective date until the normal expiration date of Employment employment under this Agreement as in effect at such time, had there been no early Termination of Employment of Executive without Cause (and assuming the Executive otherwise would have remained employed throughout such period and that his Base Salary base annual salary would have remained unchanged throughout such period), or (ii) an amount equal to one hundred percent (100%) of the current Base Salary base annual salary of the Executive on the effective date of such Termination of Employment.

Termination of Employment Without Cause. At any time during the Term of Employment under this Agreement, either Arrow or the Bank may effect, pursuant to this Paragraph 7(b), and in accordance with the requirements set forth in Paragraph 11(gg) below, a Termination of Employment of Executive without Cause, provided, however, that any attempt to do so under circumstances that would also qualify such Termination of Employment as a Termination of Employment of Executive without Cause under Paragraph 6(a) of this Agreement, that is, as a Termination of Employment of Executive without Cause following a Change in Control that meets the conditions set forth in Paragraph 6(a), will be deemed a Termination of Employment of Executive without Cause under Paragraph 6(a), and not a Termination of Employment of Executive without Cause under this Paragraph 7(b). In the event of a Termination of Employment of Executive without Cause under this Paragraph 7(b), on the effective applicable payment date of such Termination of Employmentspecified in Paragraph 8, and subject to the satisfaction of the conditions specified below in Section Paragraph 8, Arrow or the Bank shall pay to the Executive, and the Executive shall be entitled to receive, one (1) lump sum payment in a dollar amount equal to the greater of (i) the total amount of Base Salary payments which would have been payable to the Executive during the period extending from such effective date until the normal expiration date of Employment under this Agreement as in effect at such time, had there been no early Termination of Employment of Executive without Cause (and assuming the Executive otherwise would have remained employed throughout such period and that his Base Salary would have remained unchanged throughout such period), or (ii) an amount equal to one hundred percent (100%) of the current Base Salary of the Executive on the effective date of such Termination of Employment.Executive

Termination of Employment Without Cause. At any time during the Term of Employment under this Agreement, either Arrow or the Bank may effect, pursuant to this Paragraph 7(b), and in accordance with the requirements set forth in Paragraph 11(gg11(ff) below, a Termination of Employment of Executive without Cause, provided, however, that any attempt to do so under circumstances that would also qualify such Termination of Employment as a Termination of Employment of Executive without Cause under Paragraph 6(a) of this Agreement, that is, as a Termination of Employment of Executive without Cause following a Change in Control that meets the conditions set forth in Paragraph 6(a), will be deemed a Termination of Employment of Executive without Cause under Paragraph 6(a), and not a Termination of Employment of Executive without Cause under this Paragraph 7(b). In the event of a Termination of Employment of Executive without Cause under this Paragraph 7(b), on the effective date of such Termination of Employment, and subject to the satisfaction of the conditions specified below in Section 8, Arrow or the Bank shall pay to the Executive, and the Executive shall be entitled to receive, one (1) lump sum payment in a dollar amount equal to the greater of (i) the total amount of Base Salary base annual salary payments which would have been payable to the Executive during the period extending from such effective date until the normal expiration date of Employment under this Agreement as in effect at such time, had there been no early Termination of Employment of Executive without Cause (and assuming the Executive otherwise would have remained employed throughout such period and that his Base Salary base annual salary would have remained unchanged throughout such period), or (ii) an amount equal to one hundred percent (100%) of the current Base Salary base annual salary of the Executive on the effective date of such Termination of Employment.

Termination of Employment Without Cause. At During the Term, the Company may at any time, in its sole discretion, terminate the employment of Executive hereunder for any reason (other than those set forth in Section 4.1 above) upon written notice (the "Termination Notice") to Executive (a "Termination Without Cause"). In such event, the Company shall pay Executive an amount equal to the sum of the following: (a) any Base Salary and vacation time during accrued but unpaid as of the Term date of Employment under this Agreementtermination; (b) subject to Section 4.6 below, either Arrow an amount (the "Severance Payment") equal to Executive's monthly Base Salary in effect on the date of termination for the lesser of (i) eighteen (18) months or (ii) the Bank may effectremainder of the Term, pursuant to this Paragraph 7(bpayable as and when such amounts would have been due and payable hereunder had such termination not occurred (the "Severance Period"), and ; and (c) any reimbursement for expenses incurred in accordance with the requirements set forth in Paragraph 11(gg) Section 3.2. In addition, subject to Section 4.6 below, a Termination the Company shall use its best efforts to arrange for the continuation, through the Severance Period, of Employment such health and/or medical benefits or plans as are in effect with respect to Executive as of Executive without Causethe date of termination, providedif and only if permissible under such plans, however, that any attempt such benefits and plans to do so under circumstances that would also qualify such Termination of Employment as a Termination of Employment of Executive without Cause under Paragraph 6(a) of this Agreement, that is, as a Termination of Employment of Executive without Cause following a Change in Control that meets the conditions set forth in Paragraph 6(a), will be deemed a Termination of Employment of Executive without Cause under Paragraph 6(a), and not a Termination of Employment of Executive without Cause under this Paragraph 7(b). In the event of a Termination of Employment of Executive without Cause under this Paragraph 7(b), continued on the effective same terms and conditions as were in effect with respect to Executive as of the date of such Termination of Employmenttermination. If not so permissible, and subject to the satisfaction of the conditions specified below in Section 8, Arrow or the Bank Company shall pay to Executive an amount sufficient to enable Executive to arrange for substantially equivalent health and/or medical coverage during the Severance Period. Executive acknowledges that the payments and benefits referred to in both Section 3.5 and this Section 4.2, together with any rights or benefits under any written plan or agreement which have vested on or prior to the termination date of Executive's employment under this Section 4.2, and constitute the only payments which Executive shall be entitled to receivereceive from the Company hereunder in the event of any termination of his employment pursuant to this Section 4.2, one (1) lump sum payment and the Company shall have no further liability or obligation to him hereunder or otherwise in a dollar amount equal to the greater respect of (i) the total amount of Base Salary payments which would have been payable to the Executive during the period extending from such effective date until the normal expiration date of Employment under this Agreement as in effect at such time, had there been no early Termination of Employment of Executive without Cause (and assuming the Executive otherwise would have remained employed throughout such period and that his Base Salary would have remained unchanged throughout such period), or (ii) an amount equal to one hundred percent (100%) of the current Base Salary of the Executive on the effective date of such Termination of Employmentemployment.

Termination of Employment Without Cause. At any time during the Term of Employment under this Agreement, either Arrow or the Bank may effect, pursuant to this Paragraph 7(b), and in accordance with the requirements set forth in Paragraph 11(gg) below, a Termination of Employment of Executive without Cause, provided, however, that any attempt to do so under circumstances that would also qualify such Termination of Employment as a Termination of Employment of Executive without Cause under Paragraph 6(a) of this Agreement, that is, as a Termination of Employment of Executive without Cause following a Change in Control that meets the conditions set forth in Paragraph 6(a), will be deemed a Termination of Employment of Executive without Cause under Paragraph 6(a), and not a Termination of Employment of Executive without Cause under this Paragraph 7(b). In the event of a Termination of Employment of Executive without Cause under this Paragraph 7(b), on the effective date of such Termination of Employment, and subject to the satisfaction of the conditions specified below in Section 8, Arrow or the Bank shall pay to the Executive, and the Executive shall be entitled to receive, one (1) lump sum payment in a dollar amount equal to the greater of (i) the total amount of Base Salary base annual salary payments which would have been payable to the Executive during the period extending from such effective date until the normal expiration date of Employment under this Agreement as in effect at such time, had there been no early Termination of Employment of Executive without Cause (and assuming the Executive otherwise would have remained employed throughout such period and that his Base Salary base annual salary would have remained unchanged throughout such period), or (ii) an amount equal to one hundred percent (100%) of the current Base Salary base annual salary of the Executive on the effective date of such Termination of Employment.

Termination of Employment Without Cause. At During the Term, the --------------------------------------- Company may at any time during time, in its sole discretion, terminate the Term employment of Employment under this AgreementExecutive hereunder for reasons other than those set forth in Section 4.1 (a "Termination Without Cause") by written notice to him. In such event, either Arrow the Company shall pay Executive an amount equal to the sum of the following: (a) any Base Salary accrued but unpaid as of the date of termination; (b) an amount equal to Executive's monthly Base Salary in effect on the date of termination for the lesser of (i) eighteen (18) months or (ii) the Bank may effectremainder of the Term, pursuant to this Paragraph 7(bpayable as and when such amounts would have been due and payable hereunder had such termination not occurred (the "Severance Period"), and ; and (c) any reimbursement for expenses incurred in accordance with the requirements set forth in Paragraph 11(gg) below, a Termination of Employment of Executive without Cause, provided, however, that any attempt to do so under circumstances that would also qualify such Termination of Employment as a Termination of Employment of Executive without Cause under Paragraph 6(a) of this Agreement, that is, as a Termination of Employment of Executive without Cause following a Change in Control that meets the conditions set forth in Paragraph 6(a), will be deemed a Termination of Employment of Executive without Cause under Paragraph 6(a), and not a Termination of Employment of Executive without Cause under this Paragraph 7(b)Section 3.2. In addition, the event Company shall use its best efforts to arrange for the continuation, through the Severance Period, of a Termination such health and/or medical benefits or plans as are in effect with respect to Executive as of Employment the date of Executive without Cause termination, if and only if permissible under this Paragraph 7(b)such plans, such benefits and plans to be continued on the effective same terms and conditions as were in effect with respect to Executive as of the date of such Termination of Employmenttermination. If not so permissible, and subject to the satisfaction of the conditions specified below in Section 8, Arrow or the Bank Company shall pay to Executive an amount sufficient to enable Executive to arrange for substantially equivalent health and/or medical coverage during the Severance Period. Executive acknowledges that the payments and benefits referred to in this Section 4.2, together with any rights or benefits under any written plan or agreement which have vested on or prior to the termination date of Executive's employment under this Section 4.2, and constitute the only payments to which Executive shall be entitled to receivereceive from the Company hereunder in the event of any termination of his employment pursuant to this Section 4.2, one (1) lump sum payment in a dollar amount equal to the greater of (i) the total amount of Base Salary payments which would have been payable to the Executive during the period extending from such effective date until the normal expiration date of Employment under this Agreement as in effect at such time, had there been no early Termination of Employment of Executive without Cause (and assuming the Executive otherwise would have remained employed throughout such period and that except for such payments or benefits the Company shall have no further liability or obligation to him hereunder or otherwise in respect of his Base Salary would have remained unchanged throughout such period), or (ii) an amount equal to one hundred percent (100%) of the current Base Salary of the Executive on the effective date of such Termination of Employmentemployment.

Termination of Employment Without Cause. At During the Term, the Company --------------------------------------- may at any time, in its sole discretion, terminate the employment of Executive hereunder without cause by written notice to him. In such event, the Company shall pay Executive an amount equal to the sum of the following: (a) any Base Salary and vacation time during accrued but unpaid as of the Term date of Employment under this Agreementtermination; (b) an amount equal to Executive's monthly Base Salary in effect on the date of termination for the remainder of the Term, either Arrow or payable as and when such amounts would have been due and payable hereunder had such termination not occurred (the Bank may effect, pursuant to this Paragraph 7(b"Severance Period"), and ; and (c) any reimbursement for expenses incurred in accordance with the requirements set forth in Paragraph 11(gg) below, a Termination of Employment of Executive without Cause, provided, however, that any attempt to do so under circumstances that would also qualify such Termination of Employment as a Termination of Employment of Executive without Cause under Paragraph 6(a) of this Agreement, that is, as a Termination of Employment of Executive without Cause following a Change in Control that meets the conditions set forth in Paragraph 6(a), will be deemed a Termination of Employment of Executive without Cause under Paragraph 6(a), and not a Termination of Employment of Executive without Cause under this Paragraph 7(b)Section 3.2. In addition, the event Company shall use its best efforts to arrange for the continuation, through the Severance Period, of a Termination such health and/or medical benefits or plans as are in effect as of Employment of Executive without Cause under this Paragraph 7(b), on the effective date of termination, if and only if permissible under such Termination of Employmentplans. If not so permissible, and subject to the satisfaction of the conditions specified below in Section 8, Arrow or the Bank Company shall pay to Executive an amount sufficient to enable Executive to arrange for substantially equivalent health and/or medical coverage during the Severance Period. Executive acknowledges that the payments and benefits referred to in this Section 4.2, together with any rights or benefits under any written plan or agreement which have vested on or prior to the termination date of Executive's employment under this Section 4.2, and constitute the only payments to which Executive shall be entitled to receivereceive from the Company hereunder in the event of any termination of his employment pursuant to this Section 4.2, one (1) lump sum payment and that except for such payments or benefits the Company shall have no further liability or obligation to him hereunder or otherwise in a dollar amount equal respect of his employment. Executive shall have no duty to the greater of (i) the total amount of Base Salary payments which would have been payable to the secure other employment. If Executive secures other employment or becomes self-employed during the period extending Severance Period, the Company's obligations under this Section 4.2 shall be reduced by the earnings from such effective date employment or self-employment received by Executive. Executive will notify the Company in writing within 10 days if Executive becomes employed or self-employed during the Severance Period. If Executive's employment is terminated under this Section 4.2, then all Options (as defined in Section 3.7 above) shall vest (if they have not already done so) and shall become immediately exercisable and shall remain exercisable until the normal expiration date of Employment under this Agreement their terms, except as otherwise expressly required by the Plan (as defined in effect at such time, had there been no early Termination of Employment of Executive without Cause (and assuming the Executive otherwise would have remained employed throughout such period and that his Base Salary would have remained unchanged throughout such periodSection 3.7 above), or (ii) an amount equal to one hundred percent (100%) of the current Base Salary of the Executive on the effective date of such Termination of Employment.

Termination of Employment Without Cause. At During the Term, the --------------------------------------- Company may at any time during time, in its sole discretion, terminate the Term employment of Employment under this AgreementExecutive hereunder for reasons other than those set forth in Section 4.1 (a "Termination Without Cause") by written notice to him. In such event, either Arrow or the Bank may effectCompany shall pay Executive an amount equal to the sum of the following: (a) any Base Salary accrued but unpaid as of the date of termination; (b) an amount equal to Executive's monthly Base Salary in effect on the date of termination for the remainder of the Term, pursuant to this Paragraph 7(bpayable as and when such amounts would have been due and payable hereunder had such termination not occurred (the "Severance Period"), and ; and (c) any reimbursement for expenses incurred in accordance with the requirements set forth in Paragraph 11(gg) below, a Termination of Employment of Executive without Cause, provided, however, that any attempt to do so under circumstances that would also qualify such Termination of Employment as a Termination of Employment of Executive without Cause under Paragraph 6(a) of this Agreement, that is, as a Termination of Employment of Executive without Cause following a Change in Control that meets the conditions set forth in Paragraph 6(a), will be deemed a Termination of Employment of Executive without Cause under Paragraph 6(a), and not a Termination of Employment of Executive without Cause under this Paragraph 7(b)Section 3.2. In addition, the event Company shall use its best efforts to arrange for the continuation, through the Severance Period, of a Termination such health and/or medical benefits or plans as are in effect with respect to Executive as of Employment the date of Executive without Cause termination, if and only if permissible under this Paragraph 7(b)such plans, such benefits and plans to be continued on the effective same terms and conditions as were in effect with respect to Executive as of the date of such Termination of Employmenttermination. If not so permissible, and subject to the satisfaction of the conditions specified below in Section 8, Arrow or the Bank Company shall pay to Executive an amount sufficient to enable Executive to arrange for substantially equivalent health and/or medical coverage during the Severance Period. Executive acknowledges that the payments and benefits referred to in this Section 4.2, together with any rights or benefits under any written plan or agreement which have vested on or prior to the termination date of Executive's employment under this Section 4.2, and constitute the only payments to which Executive shall be entitled to receivereceive from the Company hereunder in the event of any termination of his employment pursuant to this Section 4.2, one (1) lump sum payment in a dollar amount equal to the greater of (i) the total amount of Base Salary payments which would have been payable to the Executive during the period extending from such effective date until the normal expiration date of Employment under this Agreement as in effect at such time, had there been no early Termination of Employment of Executive without Cause (and assuming the Executive otherwise would have remained employed throughout such period and that except for such payments or benefits the Company shall have no further liability or obligation to him hereunder or otherwise in respect of his Base Salary would have remained unchanged throughout such period), or (ii) an amount equal to one hundred percent (100%) of the current Base Salary of the Executive on the effective date of such Termination of Employmentemployment.

Termination of Employment Without Cause. At any time during the Term of Employment under this Agreement, either Arrow or the Bank may effect, pursuant to this Paragraph 7(b), and in accordance with the requirements set forth in Paragraph 11(gg) below, a Termination of Employment of Executive without Cause, provided, however, that any attempt to do so under circumstances that would also qualify such Termination of Employment as a Termination of Employment of Executive If Executive’s employment terminates without Cause under Paragraph 6(a) on the date of this Agreement, that is, as a Termination of Employment of Executive without Cause following a Change in of Control that meets the conditions set forth in Paragraph 6(a)or within two (2) years after a Change of Control, will be deemed a Termination of Employment of Executive without Cause under Paragraph 6(a), and not a Termination of Employment of Executive without Cause under this Paragraph 7(b). In the event of a Termination of Employment of Executive without Cause under this Paragraph 7(b), on the effective date of such Termination of Employment, and subject to the satisfaction of the conditions specified below in Section 8, Arrow or the Bank shall pay to the Executive, and the Executive shall be entitled to receive, one subject to any applicable delay set forth in Section 19 below: (1i) lump sum payment The Accrued Obligations (as defined in Section 6(a)); (ii) Subject to Executive’s signing, delivering and not revoking the Release attached as Exhibit A, which Release must be signed, delivered and not revoked within the period set forth in the Release for a dollar period of two (2) years from and after the date of Executive’s termination of employment, Employer shall pay Executive a cash amount on a monthly basis equal to the greater of full monthly cost (i) the total amount of Base Salary payments which would have been payable to the Executive during the period extending from such effective date until the normal expiration date of Employment under this Agreement as in effect at such timeincluding COBRA administrative fees, had there been no early Termination of Employment of Executive without Cause (and assuming the Executive otherwise would have remained employed throughout such period and that his Base Salary would have remained unchanged throughout such period), or (ii) an amount equal to one hundred percent (100%if applicable) of the medical and dental coverage for Executive (“Continued Health Coverage”) under the current Base Salary or any successor health plan provided by Employer to its employees (the “Employer Plan”) (with Executive eligible to elect any health plan option for Executive and his family that is then available under the Employer Plan), with the full amount of such payment taxable to Executive; provided that the amounts Executive would otherwise have received during the sixty (60) days after Executive’s termination had the payments begun immediately after Executive’s termination of employment shall be paid in a lump sum on the effective date sixtieth (60th) day after Executive’s termination of employment and provided further that, if applicable, subject to the delay provided for in Section 19. Employer shall not be required to continue actual coverage under the Employer Heath Plan to the extent it is not required by COBRA or in the event such coverage is not agreed upon by any insurer under the Employer Plan; provided, however, that in such event Employer shall continue to be obligated to make the payment required under this Section 8(b)(ii) and the amount of such Termination monthly payment will be based on the applicable premiums immediately prior to when coverage terminates. Notwithstanding the above, if Executive becomes eligible for qualifying health care coverage through a subsequent employer within twenty-four (24) months after his last day of Employmentemployment, Employer’s obligations hereunder with respect to the foregoing payments provided in this Section 8(b)(ii) shall immediately terminate. Notwithstanding the foregoing, and in addition to Employer’s remedies set forth in Section 7(c)(iv), all such payments and benefits under Section 8(b) otherwise to be made after Executive’s termination of employment shall cease to be paid, and Employer shall have no further obligation with respect thereto, in the event Executive, without the consent of Employer, engages in any activity prohibited by Section 7(c) or any of its subparts or Section 10.

Termination of Employment Without Cause. At any time during the Term of Employment under this Agreement, either Arrow or the Bank may effect, pursuant to this Paragraph 7(b), and in accordance with the requirements set forth in Paragraph 11(gg) below, a Termination of Employment of Executive without Cause, provided, however, that any attempt to do so under circumstances that would also qualify such Termination of Employment as a Termination of Employment of Executive without Cause under Paragraph 6(a) of this Agreement, that is, as a Termination of Employment of Executive without Cause following a Change in Control that meets the conditions set forth in Paragraph 6(a), will be deemed a Termination of Employment of Executive without Cause under Paragraph 6(a), and not a Termination of Employment of Executive without Cause under this Paragraph 7(b). In the event of a Termination of Employment of Executive without Cause under this Paragraph 7(b), on the effective applicable payment date of such Termination of Employmentspecified in Paragraph 8, and subject to the satisfaction of the conditions specified below in Section Paragraph 8, Arrow or the Bank shall pay to the Executive, and the Executive shall be entitled to receive, one (1) lump sum payment in a dollar amount equal to the greater of (i) the total amount of Base Salary payments which would have been payable to the Executive during the period extending from such effective date until the normal expiration date of Employment under this Agreement as in effect at such time, had there been no early Termination of Employment of Executive without Cause (and assuming the Executive otherwise would have remained employed throughout such period and that his Base Salary would have remained unchanged throughout such period), or (ii) an amount equal to one hundred percent (100%) of the current Base Salary of the Executive on the effective date of such Termination of Employment.

Termination of Employment Without Cause. At any time during the Term of Employment under this Agreement, either Arrow or and/or either of the Bank Banks may effect, pursuant to this Paragraph 7(b), and in accordance with the requirements set forth in Paragraph 11(gg11(ee) below, a Termination of Employment of Executive without Cause, provided, however, that any attempt to do so under circumstances that would also qualify such Termination of Employment as a Termination of Employment of Executive without Cause under Paragraph 6(a) of this Agreement, that is, as a Termination of Employment of Executive without Cause following a Change in Control that meets the conditions set forth in Paragraph 6(a), will be deemed a Termination of Employment of Executive without Cause under Paragraph 6(a), and not a Termination of Employment of Executive without Cause under this Paragraph 7(b). In the event of a Termination of Employment of Executive without Cause under this Paragraph 7(b), on the effective applicable payment date of such Termination of Employmentspecified in Paragraph 8, and subject to the satisfaction of the conditions specified below in Section Paragraph 8, Arrow or the Bank Banks shall pay to the Executive, and the Executive shall be entitled to receive, one (1) lump sum payment in a dollar amount equal to the greater of (i) the total amount of Base Salary payments which would have been payable to the Executive during the period extending from such effective date until the normal expiration date of Employment under this Agreement as in effect at such time, had there been no early Termination of Employment of Executive without Cause (and assuming the Executive otherwise would have remained employed throughout such period and that his Base Salary would have remained unchanged throughout such period), or (ii) an amount equal to one hundred percent (100%) of the current Base Salary of the Executive on the effective date of such Termination of Employment.

Termination of Employment Without Cause. At any time during the Term of Employment under this Agreement, either Arrow or the Bank Banks may effect, pursuant to this Paragraph 7(b), and in accordance with the requirements set forth in Paragraph 11(gg) below, a Termination of Employment of Executive without Cause, provided, however, that any attempt to do so under circumstances that would also qualify such Termination of Employment as a Termination of Employment of Executive without Cause under Paragraph 6(a) of this Agreement, that is, as a Termination of Employment of Executive without Cause following a Change in Control that meets the conditions set forth in Paragraph 6(a), will be deemed a Termination of Employment of Executive without Cause under Paragraph 6(a), and not a Termination of Employment of Executive without Cause under this Paragraph 7(b). In the event of a Termination of Employment of Executive without Cause under this Paragraph 7(b), on the effective applicable payment date of such Termination of Employmentspecified in Paragraph 8, and subject to the satisfaction of the conditions specified below in Section Paragraph 8, Arrow or the Bank Banks shall pay to the Executive, and the Executive shall be entitled to receive, one (1) lump sum payment in a dollar amount equal to the greater of (i) the total amount of Base Salary payments which would have been payable to the Executive during the period extending from such effective date until the normal expiration date of Employment under this Agreement as in effect at such time, had there been no early Termination of Employment of Executive without Cause (and assuming the Executive otherwise would have remained employed throughout such period and that his Base Salary would have remained unchanged throughout such period), or (ii) an amount equal to one hundred percent (100%) of the current Base Salary of the Executive on the effective date of such Termination of Employment.the

Termination of Employment Without Cause. At During the Term, the Company may at any time during time, in its sole discretion, terminate the Term employment of Employment under this Agreement, either Arrow or the Bank may effect, pursuant to this Paragraph 7(b), and in accordance with the requirements Executive hereunder for any reason (other than those set forth in Paragraph 11(ggSection 4.1 above) below, or for no reason upon written notice (the “Termination Notice”) to Executive (a “Termination of Employment of Executive without Without Cause, provided, however, that any attempt to do so under circumstances that would also qualify such Termination of Employment as a Termination of Employment of Executive without Cause under Paragraph 6(a) of this Agreement, that is, as a Termination of Employment of Executive without Cause following a Change in Control that meets the conditions set forth in Paragraph 6(a), will be deemed a Termination of Employment of Executive without Cause under Paragraph 6(a), and not a Termination of Employment of Executive without Cause under this Paragraph 7(b”). In the event of a Termination of Employment of Executive without Cause under this Paragraph 7(b)such event, on the effective date of such Termination of Employment, and subject to the satisfaction of the conditions specified below in Section 8, Arrow or the Bank shall pay to the Executive, and the Executive shall be entitled to receive, one the following: (1a) lump sum payment in a dollar amount equal any Base Salary and vacation time accrued but unpaid as of the date of termination; (b) any reimbursement for expenses incurred on or prior to the greater date of termination in accordance with Section 3.2; and (c) subject to Sections 4.6, 4.7 and 4.8 below, provided that such Termination Without Cause constitutes a Separation from Service of Executive (as defined in Section 4.8 below), and further provided that Executive does not engage in Competitive Activities during the Severance Period: (i) the total amount payment of amounts (“Severance Installments”) representing continuation of Executive’s Base Salary payments which would have been payable to the Executive during the period extending from such effective date until the normal expiration date of Employment under this Agreement as in effect at the date of such timeTermination Without Cause until the earlier of (A) the date that is 18 months following the date of termination, or (B) the date on which the Initial Term or the then-current Extended Term, as applicable, would have expired had there been no early Termination of Employment of Executive without Cause such termination not occurred (such period, the “Severance Period”), which Severance Installments shall be payable in such amounts and assuming the Executive on such dates as BUS_RE\2831340.12 such amounts otherwise would have remained employed throughout such period be payable based on the Company’s payroll schedule in effect at the date of termination and that his Base Salary would have remained unchanged throughout such periodshall be treated as a series of separate payments for purposes of Code Section 409A (as defined in Section 4.8 below), or ; and (ii) an amount equal to one hundred percent Executive’s Target Bonus for the year in which such Termination Without Cause occurs (100%) the “Severance Bonus”), which Severance Bonus shall be payable in a lump sum within 60 days following the date of termination of Executive’s employment. In addition, subject to Sections 4.6, 4.7 and 4.8 below, and provided that such Termination Without Cause constitutes a Separation from Service of Executive (as defined in Section 4.8 below), if Executive elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall contribute to the health plan maintained by LMC or by the Company, as applicable, that provides coverage for employees of the Company (including Executive and his dependents) as of the date of termination, or any such successor plan maintained by LMC or the Company (the “Health Plan”), that amount that reflects the proportionate part of the premium for such coverage that is paid by the Company as of the date of termination (the “Benefits Payments”) throughout the period beginning on the date of termination and ending on the earliest of (i) the date that is 18 months following the date of termination, (ii) the expiration of the coverage period specified under COBRA, such period to be determined as of the date of termination, or (iii) the date on which the Initial Term or the then-current Extended Term, as applicable, would have expired had such termination not occurred (the “Reimbursement Period”). Subject to Section 4.8 below, such Benefits Payments shall be made monthly in accordance with the Company’s normal procedures for the payment of Health Plan premiums. Executive shall bear responsibility for that portion of the Health Plan premiums in excess of the Benefits Payments. Notwithstanding the foregoing, if Executive becomes employed with another employer during the Reimbursement Period and is eligible to receive health and/or medical benefits under any plan(s) provided by such other employer, the Company’s contribution obligation under this paragraph shall be reduced to the extent that coverage is provided under such other employer’s plan(s). Executive shall not be entitled to receive reimbursement of any medial expenses under the Health Plan to the extent such medical expenses are reimbursed by any other Person, including, without limitation, such other employer. Executive shall be responsible for paying any United States federal or state income taxes associated with the Benefits Payments. Notwithstanding the foregoing, if Executive elects, during the Severance Period, to engage in any Competitive Activity, Executive shall deliver to the Company at least ten business days prior to commencing any such Competitive Activities a written notice advising the Company of (i) Executive’s intent to commence Competitive Activities, and (ii) the commencement date for such Competitive Activities (the “Competition Notice”). Executive’s election to participate in any Competitive Activities during the Severance Period shall not be deemed a breach of this Agreement; rather, if Executive engages in Competitive Activities prior to the expiration of the Severance Period, the Company shall have no obligation to make any further payment to or for the benefit of Executive of any Severance Installments (except to the extent Severance Installments at least equal to the Release Consideration have not theretofore been paid), Severance Bonus or Benefits Payments. BUS_RE\2831340.12 Executive acknowledges that the payments and benefits described in this Section 4.2, together with any rights or benefits under any written plan or agreement (including the Award Agreements) that have vested on or prior to the termination date of Executive’s employment under this Section 4.2, constitute the only payments that Executive shall be entitled to receive from the Company hereunder or otherwise in the event of any termination of his employment pursuant to this Section 4.2, and the Company shall have no further liability or obligation to him hereunder or otherwise in respect of his employment or the termination thereof. The Company and Executive acknowledge and agree that the delivery by the Company of a notice of non-renewal pursuant to Section 1.2 above shall not be a Termination Notice giving rise to a Termination Without Cause pursuant to this Section 4.2. Following delivery by the Company or the Executive of a notice of non-renewal pursuant to Section 1.2 above, unless earlier terminated pursuant to Section 4.1, 4.2, 4.3 or 4.4 hereof, Executive’s employment hereunder shall continue until the last day of the Initial Term or the then-current Extended Term, as applicable, whereupon Executive’s employment hereunder shall cease (the “Cessation Date”). In such event, the Company shall pay Executive an amount equal to the sum of (i) any Base Salary and unused vacation time accrued but unpaid as of the Cessation Date, plus (ii) any reimbursement for expenses incurred on or prior to the Cessation Date in accordance with Section 3.2. Executive acknowledges that the payments referred to in this paragraph, together with any rights or benefits under any written plan or agreement that have vested on or prior to the effective date Cessation Date, constitute the only payments and benefits that Executive (or his legal representative, as the case may be) shall be entitled to receive from the Company hereunder or otherwise in the event of such Termination the expiration of Employmentthe Term following delivery of a notice of non-renewal, and the Company shall have no further liability or obligation to him (or his legal representative, as the case may be) hereunder or otherwise in respect of his employment or the termination thereof.

Termination of Employment Without Cause. At During the Term, the Company may at any time during time, in its sole discretion, terminate the Term employment of Employment Executive hereunder for any reason (other than those set forth in Section 4.1 above) upon written notice (the “Termination Notice”) to Executive (a “Termination Without Cause”). In such event, the Company shall pay Executive an amount in cash equal to the sum of the following: (a) any Base Salary and vacation time, in each case, accrued but unpaid as of the date of termination; (b) subject to Sections 4.6, 4.7, 4.8, 4.9, 5.3 and 5.4 below an amount (the “Severance Payment”) equal to: (i) if the termination of Executive’s employment occurs prior to a Change in Control (as defined in Section 4.4), the product of (i) the sum of Executive’s Annual Base Salary plus the Target Bonus, both as in effect immediately prior to such Termination Without Cause, multiplied by (ii) 1; or (ii) if the termination of Executive’s employment occurs concurrently with or following a Change of Control, the product of (i) the sum of Executive’s Annual Base Salary plus the Target Bonus, both as in effect immediately prior to such Termination Without Cause, multiplied by (ii) 2; (c) any Bonus to which Executive has become entitled for the calendar year prior to the year in which such Termination Without Cause occurs but which remains unpaid at the date of termination (“Unpaid Bonus”); and (d) any reimbursement for expenses incurred in accordance with Section 3.2. Subject to Section 4.9, any Severance Payment to which Executive becomes entitled under this AgreementSection 4.2 or Section 4.3 shall be payable in a lump sum on the sixtieth (60th) day following the date of termination of Executive’s employment (or, either Arrow or if such day is not a business day, on the Bank may effectfirst business day thereafter). In addition, pursuant subject to this Paragraph 7(bSections 4.6, 4.7, 4.8, 4.9, 5.3 and 5.4 below, to the extent such coverage is available and is elected by Executive under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall contribute to the health insurance plan maintained by the Company and covering the Executive and his dependents as of the date of termination, or any successor plan maintained by the Company, that amount that reflects the proportionate part of the premium for such coverage that is paid by the Company as of the date of termination (the “Benefits Payments”), such Benefits Payments to be made monthly in accordance with the requirements set forth Company’s normal procedures for the payment of health insurance premiums, throughout the period beginning on the date of termination and ending on the earlier of the 12-month anniversary of the date of termination and the expiration of the coverage period specified in Paragraph 11(ggCOBRA, such period to be determined as of the date of termination (the “Reimbursement Period”) below(i.e., Executive shall bear responsibility for that portion of the health insurance premiums in excess of the Benefits Payments), or, alternately, in the Company’s sole discretion, the Company shall reimburse Executive the amount of the Benefits Payment on a Termination monthly basis during the Reimbursement Period, upon Executive’s submission to the Company of Employment adequate proof of Executive without Cause, payment of the full COBRA premium by Executive; provided, however, that if Executive becomes employed with another employer during the Reimbursement Period and is eligible to receive health and/or medical benefits that are substantially comparable to those offered by the Company under such other employer’s plans, the Company’s payment obligation under this paragraph shall end. Notwithstanding the foregoing, in the event that the Company’s group health plan is insured and under applicable guidance the reimbursement of COBRA premiums causes the Company’s group health plan to violate any attempt applicable nondiscrimination rule, the Company and Executive agree to do so under circumstances negotiate in good faith a mutually agreeable alternative arrangement. For the avoidance of doubt, Executive shall be responsible for paying any U.S. federal or state income taxes associated with the Benefits Payments. At least ninety (90) days prior to the expiration of the Term, the Company shall deliver a written notice to Executive stating either (i) that would also qualify the Company does not intend to offer Executive a new employment agreement to take effect at the expiration of the Term (a “Non-Renewal Notice”) or (ii) that the Company offers Executive a new employment agreement to take effect at the expiration of the Term upon terms (other than the length of the term of such Termination of Employment new employment agreement) that are, in material respects, taken as a Termination of Employment of whole, at least as favorable to Executive without Cause under Paragraph 6(a) as the terms of this Agreement, that is, as a Termination and the material terms of Employment of Executive without Cause following a Change in Control that meets the conditions such offer shall be summarized or set forth in Paragraph 6(athe notice (“Renewal Notice”). If the Company delivers a Non-Renewal Notice, will or if the Company fails to deliver either a Renewal Notice or a Non-Renewal Notice on a timely basis as provided in the immediately preceding sentence, Executive’s employment shall be deemed a Termination terminated at the expiration of Employment of Executive without Cause under Paragraph 6(athe Term (or at such earlier date as may be set forth in the Non-Renewal Notice), and not such termination shall be a Termination of Employment of Executive without Cause under this Paragraph 7(b). In the event of a Termination of Employment of Executive without Cause under this Paragraph 7(b)Without Cause, on the effective date of such Termination of Employmentwhereupon, and subject to the satisfaction of the conditions specified below in Section 8Sections 4.6, Arrow or the Bank shall pay to the Executive4.7, 4.8, 4.9, 5.3 and the 5.4 below, Executive shall be entitled to receivereceive the amounts and benefits as provided under this Section 4.2. Executive acknowledges that the payments and benefits referred to in this Section 4.2, one (1) lump sum payment in a dollar amount equal together with any rights or benefits under any equity award or written plan or agreement which have vested on or prior to the greater termination date of (i) Executive’s employment under this Section 4.2, constitute the total amount of Base Salary only payments which would Executive shall be entitled to receive from the Company or any of its Affiliates hereunder in the event of any termination of his employment pursuant to this Section 4.2, and the Company and its Affiliates shall have been payable no further liability or obligation to the Executive during the period extending from such effective date until the normal expiration date him hereunder or otherwise in respect of Employment under this Agreement as in effect at such time, had there been no early Termination of Employment of Executive without Cause (and assuming the Executive otherwise would have remained employed throughout such period and that his Base Salary would have remained unchanged throughout such period), or (ii) an amount equal to one hundred percent (100%) of the current Base Salary of the Executive on the effective date of such Termination of Employmentemployment.

Termination of Employment Without Cause. At any time during the Term of Employment under this Agreement, either Arrow or and/or either of the Bank Banks may effect, pursuant to this Paragraph 7(b), and in accordance with the requirements set forth in Paragraph 11(gg12(gg) below, a Termination of Employment of Executive without Cause, provided, however, that any attempt to do so under circumstances that would also qualify such Termination of Employment as a Termination of Employment of Executive without Cause under Paragraph 6(a) of this Agreement, that is, as a Termination of Employment of Executive without Cause following a Change in Control that meets the conditions set forth in Paragraph 6(a), will be deemed a Termination of Employment of Executive without Cause under Paragraph 6(a), and not a Termination of Employment of Executive without Cause under this Paragraph 7(b7(b ). In the event of a Termination of Employment of Executive without Cause under this Paragraph 7(b7(b ), on the effective applicable payment date of such Termination of Employmentspecified in Paragraph 8, and subject to the satisfaction of the conditions specified below in Section Paragraph 8, Arrow or the Bank Banks shall pay to the Executive, and the Executive shall be entitled to receive, one (1) lump sum payment in a dollar amount equal to the greater of (i) the total amount of Base Salary payments which would have been payable to the Executive during the period extending from such effective date until the normal expiration date of Employment under this Agreement as in effect at such time, had there been no early Termination of Employment of Executive without Cause (and assuming the Executive otherwise would have remained employed throughout such period and that his Base Salary would have remained unchanged throughout such period), or (ii) an amount equal to one hundred percent (100%) of the current Base Salary of the Executive on the effective date of such Termination of Employment.8

Termination of Employment Without Cause. At any time during the Term of Employment under this Agreement, either Arrow or and/or the Bank may effect, pursuant to this Paragraph 7(b), and in accordance with the requirements set forth in Paragraph 11(gg) below, a Termination of Employment of Executive without Cause, provided, however, that any attempt to do so under circumstances that would also qualify such Termination of Employment as a Termination of Employment of Executive without Cause under Paragraph 6(a) of this Agreement, that is, as a Termination of Employment of Executive without Cause following a Change in Control that meets the conditions set forth in Paragraph 6(a), will be deemed a Termination of Employment of Executive without Cause under Paragraph 6(a), and not a Termination of Employment of Executive without Cause under this Paragraph 7(b). In the event of a Termination of Employment of Executive without Cause under this Paragraph 7(b), on the effective applicable payment date of such Termination of Employmentspecified in Paragraph 8, and subject to the satisfaction of the conditions specified below in Section Paragraph 8, Arrow or the Bank shall pay to the Executive, and the Executive shall be entitled to receive, one (1) lump sum payment in a dollar amount equal to the greater of (i) the total amount of Base Salary payments which would have been payable to the Executive during the period extending from such effective date until the normal expiration date of Employment under this Agreement as in effect at such time, had there been no early Termination of Employment of Executive without Cause (and assuming the Executive otherwise would have remained employed throughout such period and that his Base Salary would have remained unchanged throughout such period), or (ii) an amount equal to one hundred percent (100%) of the current Base Salary of the Executive on the effective date of such Termination of Employment.

Termination of Employment Without Cause. At During the Term, the Company --------------------------------------- may at any time during time, in its sole discretion, terminate the Term employment of Employment under this AgreementExecutive hereunder for reasons other than those set forth in Section 4.1 (a "Termination Without Cause") by written notice to him. In such event, either Arrow or the Bank may effect, pursuant Company shall pay Executive an amount equal to this Paragraph 7(bthe sum of the following: (a) any Base Salary accrued but unpaid as of the date of termination; (b) an amount equal to Executive's monthly Base Salary in effect on the date of termination for twenty-four (24) months payable as and when such amounts would have been due and payable hereunder had such termination not occurred (the "Severance Period"), and ; and (c) any reimbursement for expenses incurred in accordance with the requirements set forth in Paragraph 11(gg) below, a Termination of Employment of Executive without Cause, provided, however, that any attempt to do so under circumstances that would also qualify such Termination of Employment as a Termination of Employment of Executive without Cause under Paragraph 6(a) of this Agreement, that is, as a Termination of Employment of Executive without Cause following a Change in Control that meets the conditions set forth in Paragraph 6(a), will be deemed a Termination of Employment of Executive without Cause under Paragraph 6(a), and not a Termination of Employment of Executive without Cause under this Paragraph 7(b)Section 3.2. In addition, the event Company shall use its best efforts to arrange for the continuation, through the Severance Period, of a Termination such health and/or medical benefits or plans as are in effect with respect to Executive as of Employment the date of Executive without Cause termination, if and only if permissible under this Paragraph 7(b)such plans, such benefits and plans to be continued on the effective same terms and conditions as were in effect with respect to Executive as of the date of such Termination of Employmenttermination. If not so permissible, and subject to the satisfaction of the conditions specified below in Section 8, Arrow or the Bank Company shall pay to Executive an amount sufficient to enable Executive to arrange for substantially equivalent health and/or medical coverage during the Severance Period. Executive acknowledges that the payments and benefits referred to in this Section 4.2, together with any rights or benefits under any written plan or agreement which have vested on or prior to the termination date of Executive's employment under this Section 4.2, and constitute the only payments to which Executive shall be entitled to receivereceive from the Company hereunder in the event of any termination of his employment pursuant to this Section 4.2, one (1) lump sum payment in a dollar amount equal to the greater of (i) the total amount of Base Salary payments which would have been payable to the Executive during the period extending from such effective date until the normal expiration date of Employment under this Agreement as in effect at such time, had there been no early Termination of Employment of Executive without Cause (and assuming the Executive otherwise would have remained employed throughout such period and that except for such payments or benefits the Company shall have no further liability or obligation to him hereunder or otherwise in respect of his Base Salary would have remained unchanged throughout such period), or (ii) an amount equal to one hundred percent (100%) of the current Base Salary of the Executive on the effective date of such Termination of Employmentemployment.

Termination of Employment Without Cause. At During the Term, the Company may at any time during time, in its sole discretion, terminate the Term employment of Employment Executive hereunder for any reason upon written notice (the “Termination Notice”) to Executive (a “Termination Without Cause”). In such event, the Company shall pay Executive an amount in cash equal to the sum of the following: (a) any Base Salary and (subject to Section 3.3 above and applicable law) vacation time, in each case, accrued but unpaid as of the date of termination; (b) subject to Sections 4.6, 4.7, 4.8, 5.3 and 5.4 below, an amount (together with any Unpaid Bonus (as defined below), the “Severance Payment”) equal to the product of two (2) times the sum of (x) Executive’s Base Salary, as in effect immediately prior to the date of such termination and (y) an amount equal to the Target Bonus, as in effect immediately prior to the date of such termination; (c) any Bonus to which Executive has become entitled for the calendar year prior to the year in which such Termination Without Cause occurs but which remains unpaid at the date of termination (“Unpaid Bonus”); and (d) any reimbursement for business expenses incurred and unpaid as of the date of termination in accordance with Section 3.2 above. Any Severance Payment to which Executive becomes entitled under this AgreementSection 4.2 or under Section 4.3 below (other than the Unpaid Bonus) shall be payable to Executive in cash in a lump sum on the sixtieth (60th) day following the date of termination of Executive’s employment (or, either Arrow or if such day is not a business day, on the Bank may effectfirst business day thereafter). In addition, pursuant subject to this Paragraph 7(bSections 4.6, 4.7, 4.8, 5.3 and 5.4 below, to the extent such coverage is available and is elected by Executive under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall contribute to the health insurance plan maintained by the Company and covering the Executive and his dependents as of the date of termination, or any successor plan maintained by the Company, that amount that reflects the proportionate part of the premium for such coverage that is paid by the Company as of the date of termination (the “Benefits Payments”), such Benefits Payments to be made monthly in accordance with the requirements set forth Company's normal procedures for the payment of health insurance premiums, throughout the period beginning on the date of termination and ending on the earlier of the 12-month anniversary of the date of termination and the expiration of the coverage period specified in Paragraph 11(ggCOBRA, such period to be determined as of the date of termination (the "Reimbursement Period") below(i.e., Executive shall bear responsibility for that portion of the health insurance premiums in excess of the Benefits Payments), or, alternately, in the Company's sole discretion, the Company shall reimburse Executive the amount of the Benefits Payment on a Termination monthly basis during the Reimbursement Period, upon Executive's submission to the Company of Employment adequate proof of Executive without Cause, payment of the full COBRA premium by Executive; provided, however, that any attempt if Executive becomes employed with another employer during the Reimbursement Period and is eligible to do so receive health and/or medical benefits that are substantially comparable to those offered by the Company under circumstances that would also qualify such Termination of Employment as a Termination of Employment of Executive without Cause under Paragraph 6(a) of this Agreement, that isother employer's plans, as a Termination determined by the Company, the Company's payment obligation under this paragraph shall end. Executive will notify the Company of Employment his eligibility for such other employer-provided benefits within thirty (30) days of Executive without Cause following a Change attaining of such eligibility. Notwithstanding the foregoing, in Control the event that meets the conditions set forth Company's payment obligation under this paragraph would violate the nondiscrimination rules applicable to non- grandfathered group health plans, or result in Paragraph 6(athe imposition of penalties under the Patient Protection and Affordable Care Act of 2010 and the related regulations and guidance promulgated thereunder ("PPACA"), will the Company and Executive agree to reform this paragraph in a manner as is necessary to comply with PPACA while still providing economically equivalent benefits. For the avoidance of doubt, Executive shall be deemed a Termination responsible for paying any U.S. federal or state income taxes associated with the Benefits Payments. Executive acknowledges that the payments and benefits referred to in this Section 4.2, together with any rights or benefits under any written plan or agreement which have vested on or prior to the termination date of Employment of Executive without Cause under Paragraph 6(a), and not a Termination of Employment of Executive without Cause Executive's employment under this Paragraph 7(b). In Section 4.2, constitute the event of a Termination of Employment of Executive without Cause under this Paragraph 7(b), on the effective date of such Termination of Employment, and subject to the satisfaction of the conditions specified below in Section 8, Arrow or the Bank shall pay to the Executive, and the only payments which Executive shall be entitled to receivereceive from the Company or any of its Affiliates hereunder in the event of any termination of his employment pursuant to this Section 4.2, one (1) lump sum payment and the Company and its Affiliates shall have no further liability or obligation to him hereunder or otherwise in a dollar amount equal to the greater respect of (i) the total amount of Base Salary payments which would have been payable to the Executive during the period extending from such effective date until the normal expiration date of Employment under this Agreement as in effect at such time, had there been no early Termination of Employment of Executive without Cause (and assuming the Executive otherwise would have remained employed throughout such period and that his Base Salary would have remained unchanged throughout such period), or (ii) an amount equal to one hundred percent (100%) of the current Base Salary of the Executive on the effective date of such Termination of Employmentemployment.

Termination of Employment Without Cause. At During the Term, the Company may at any time during time, in its sole discretion, terminate the Term employment of Employment Executive hereunder for any reason upon written notice (the "Termination Notice") to Executive (a "Termination Without Cause"). In such event, the Company shall pay Executive an amount in cash equal to the sum of the following: (a) any Base Salary and (subject to Section 3.3 above and applicable law) vacation time, in each case, accrued but unpaid as of the date of termination; (b) subject to Sections 4.6, 4.7, 4.8, 5.3 and 5.4 below, an amount (together with any Unpaid Bonus (as defined below), the "Severance Payment") equal to the product of two (2) times the sum of (x) Executive's Base Salary, as in effect immediately prior to the date of such termination and (y) an amount equal to the Target Bonus, as in effect immediately prior to the date of such termination; (c) any Bonus to which Executive has become entitled for the calendar year prior to the year in which such Termination Without Cause occurs but which remains unpaid at the date of termination ("Unpaid Bonus"); and (d) any reimbursement for business expenses incurred and unpaid as of the date of termination in accordance with Section 3.2 above. Any Severance Payment to which Executive becomes entitled under this AgreementSection 4.2 or under Section 4.3 below (other than the Unpaid Bonus) shall be payable to Executive in cash in a lump sum on the sixtieth (60th) day following the date of termination of Executive's employment (or, either Arrow or if such day is not a business day, on the Bank may effectfirst business day thereafter). In addition, pursuant subject to this Paragraph 7(bSections 4.6, 4.7, 4.8, 5.3 and 5.4 below, to the extent such coverage is available and is elected by Executive under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), the Company shall contribute to the health insurance plan maintained by the Company and covering the Executive and his dependents as of the date of termination, or any successor plan maintained by the Company, that amount that reflects the proportionate part of the premium for such coverage that is paid by the Company as of the date of termination (the"Benefits Payments"), such Benefits Payments to be made monthly in accordance with the requirements set forth Company's normal procedures for the payment of health insurance premiums, throughout the period beginning on the date of termination and ending on the earlier of the 12-month anniversary of the date of termination and the expiration of the coverage period specified in Paragraph 11(ggCOBRA, such period to be determined as of the date of termination (the "Reimbursement Period") below(i.e., Executive shall bear responsibility for that portion of the health insurance premiums in excess of the Benefits Payments), or, alternately, in the Company's sole discretion, the Company shall reimburse Executive the amount of the Benefits Payment on a Termination monthly basis during the Reimbursement Period, upon Executive's submission to the Company of Employment adequate proof of Executive without Cause, payment of the full COBRA premium by Executive; provided, however, that any attempt if Executive becomes employed with another employer during the Reimbursement Period and is eligible to do so receive health and/or medical benefits that are substantially comparable to those offered by the Company under circumstances that would also qualify such Termination of Employment as a Termination of Employment of Executive without Cause under Paragraph 6(a) of this Agreement, that isother employer's plans, as a Termination determined by the Company, the Company's payment obligation under this paragraph shall end. Executive will notify the Company of Employment his eligibility for such other employer­ provided benefits within thirty (30) days of Executive without Cause following a Change attaining of such eligibility. Notwithstanding the foregoing, in Control the event that meets the conditions set forth Company's payment obligation under this paragraph would violate the nondiscrimination rules applicable to non- grandfathered group health plans, or result in Paragraph 6(athe imposition of penalties under the Patient Protection and Affordable Care Act of 2010 and the related regulations and guidance promulgated thereunder ("PPACA"), will the Company and Executive agree to reform this paragraph in a manner as is necessary to comply with PPACA while still providing economically equivalent benefits. For the avoidance of doubt, Executive shall be deemed a Termination responsible for paying any U.S. federal or state income taxes associated with the Benefits Payments. Executive acknowledges that the payments and benefits referred to in this Section 4.2, together with any rights or benefits under any written plan or agreement which have vested on or prior to the termination date of Employment of Executive without Cause under Paragraph 6(a), and not a Termination of Employment of Executive without Cause Executive's employment under this Paragraph 7(b). In Section 4.2, constitute the event of a Termination of Employment of Executive without Cause under this Paragraph 7(b), on the effective date of such Termination of Employment, and subject to the satisfaction of the conditions specified below in Section 8, Arrow or the Bank shall pay to the Executive, and the only payments which Executive shall be entitled to receivereceive from the Company or any of its Affiliates hereunder in the event of any termination of his employment pursuant to this Section 4.2, one (1) lump sum payment and the Company and its Affiliates shall have no further liability or obligation to him hereunder or otherwise in a dollar amount equal to the greater respect of (i) the total amount of Base Salary payments which would have been payable to the Executive during the period extending from such effective date until the normal expiration date of Employment under this Agreement as in effect at such time, had there been no early Termination of Employment of Executive without Cause (and assuming the Executive otherwise would have remained employed throughout such period and that his Base Salary would have remained unchanged throughout such period), or (ii) an amount equal to one hundred percent (100%) of the current Base Salary of the Executive on the effective date of such Termination of Employmentemployment.

Termination of Employment Without Cause. At any time during the Term of Employment under this Agreement, either Arrow or the Bank may effect, pursuant to this Paragraph 7(b), and in accordance with the requirements set forth in Paragraph 11(gg) below, a Termination of Employment of Executive without Cause, provided, however, that any attempt to do so under circumstances that would also qualify such Termination of Employment as a Termination of Employment of Executive without Cause under Paragraph 6(a) of this Agreement, that is, as a Termination of Employment of Executive without Cause following a Change in Control that meets the conditions set forth in Paragraph 6(a), will be deemed a 10015220.4 - 8 - Termination of Employment of Executive without Cause under Paragraph 6(a), and not a Termination of Employment of Executive without Cause under this Paragraph 7(b). In the event of a Termination of Employment of Executive without Cause under this Paragraph 7(b), on the effective applicable payment date of such Termination of Employmentspecified in Paragraph 8, and subject to the satisfaction of the conditions specified below in Section Paragraph 8, Arrow or the Bank shall pay to the Executive, and the Executive shall be entitled to receive, one (1) lump sum payment in a dollar amount equal to the greater of (i) the total amount of Base Salary payments which would have been payable to the Executive during the period extending from such effective date until the normal expiration date of Employment under this Agreement as in effect at such time, had there been no early Termination of Employment of Executive without Cause (and assuming the Executive otherwise would have remained employed throughout such period and that his Base Salary would have remained unchanged throughout such period), or (ii) an amount equal to one hundred percent (100%) of the current Base Salary of the Executive on the effective date of such Termination of Employment.