Common use of Termination Without Cause or Resignation for Good Reason Clause in Contracts

Termination Without Cause or Resignation for Good Reason. The Company may terminate the Executive without Cause during the Contract Period by written notice to the Executive providing four weeks notice. The Executive may resign for Good Reason during the Contract Period upon four weeks' written notice to the Company specifying facts and circumstances claimed to support the Good Reason. The Executive shall be entitled to give a Notice of Termination that his or her employment is being terminated for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good Reason. If the Company terminates the Executive's employment during the Contract Period without Cause or if the Executive Resigns for Good Reason, the Company shall, subject to Section 12 hereof: (a) Within 20 business days of the termination of employment pay the Executive a lump sum severance payment in an amount equal to three (3.0) times the highest annual cash compensation, consisting solely of salary and bonus, as well as any 401(k) deferral, paid to the Executive during any calendar year in each of the three calendar years immediately prior to the Change in Control; and (b) Continue to provide the Executive during the remainder of the Contract Period with health, hospitalization and medical insurance, as were provided at the time of the termination of his employment with the Company, at the Company's cost (subject to standard deductibles and co-pays, and the Executive's continuing payment of his part of the premium for family coverage, if applicable). The Executive shall not have a duty to mitigate the damages suffered by him in connection with the termination by the Company of his employment without Cause or a resignation for Good Reason during the Contract Period. If the Company fails to pay the Executive the lump sum amount due him hereunder or to provide him with the health, hospitalization and medical insurance benefits due under this section, the Executive, after giving 10 days' written notice to the Company identifying the Company's failure, shall be entitled to recover from the Company all of his reasonable legal fees and expenses incurred in connection with his enforcement against the Company of the terms of this Agreement. The Executive shall be denied payment of his legal fees and expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and not in good faith.

Termination Without Cause or Resignation for Good Reason. a. The Company Employer may terminate the Executive without Cause during the Contract Period by giving the Executive not less than four weeks’ prior written notice to the Executive providing four weeks noticeExecutive. The During the Contract Period, the Executive may resign for within 90 days following the initial occurrence of a condition constituting a Good Reason during the Contract Period upon giving not less than four weeks' ’ prior written notice to the Company Employer specifying facts and circumstances claimed to support the condition constituting Good Reason. The Executive shall be entitled to give a Notice date of Termination that his or her termination of employment is being terminated for Good Reason at any time during shall be no later than twenty-four months following commencement of the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good Reason. If the Company Employer terminates the Executive's ’s employment during the Contract Period without Cause or if the Executive Resigns resigns for Good Reason, the Company Employer shall, subject to Section 12 hereof: (a) Within 20 business days of the upon such termination of employment employment, pay the Executive a lump sum severance payment in an amount equal to three (3.0) 250% times the highest annual cash average of the annualized compensation, consisting solely comprised of annualized salary and bonus, as well as any 401(k) deferralcash incentive or bonus compensation, paid or accrued to the Executive during any calendar year in each the thirty-six month period (or such lesser number of the three calendar years months of actual employment) immediately prior to the Change in Control (the “Lump Sum Payment”). Notwithstanding the foregoing, any notice of resignation for Good Reason during the Contract Period furnished by the Executive to the Employer shall not be effective prior to the date that is three months following the date of the Change in Control; and, and the Executive shall continue to work through such three month period, unless the Employer shall agree in writing to an earlier effective date of such resignation. b. For a period of eighteen (b18) Continue months following the effective date of such termination of employment following a Change in Control, whether resulting from without Cause termination initiated by the Employer or for Good Reason initiated by the Executive, the Employer shall continue to provide the Executive during with and pay the remainder of the Contract Period with healthapplicable premiums for medical and hospital insurance, hospitalization disability insurance and medical insurancelife insurance benefits, as were provided and paid for at the time of the termination of his employment with the CompanyEmployer; provided that, if at any time during such eighteen month period, the Executive becomes employed by another employer which provides one or more such benefits, the Employer shall, immediately and from the date when such benefits are made available to the Executive by the successor employer, be relieved of its obligation to provide such benefits to the extent such benefits are duplicative of what is provided to the Executive by the Executive’s new employer. If the Employer cannot provide the benefits set forth in this Section 9(b) because Executive is no longer an employee and applicable rules and regulations prohibit the continuation of such benefits in the manner contemplated, or it would subject the Employer to penalties, then the Employer shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the Company's cost time of such determination. The cash payment shall be made in a lump sum within thirty (subject to standard deductibles and co-pays, and 30) days after the later of Executive's continuing payment ’s date of his part termination or the effective date of the premium for family coverage, if applicable). rules or regulations prohibiting the benefits or subjecting the Bank to penalties. c. The Executive shall not have a duty to mitigate the damages suffered by him or her in connection with the termination by the Company Employer of his employment without Cause or a resignation for Good Reason during the Contract Period. If the Company Employer fails to pay the Executive the lump sum amount due him hereunder Lump Sum Payment or to provide him or her with the health, hospitalization and medical insurance benefits due under this sectionSection 9, the Executive, after giving 10 ten (10) days' ’ written notice to the Company Employer identifying the Company's Employer’s failure, shall be entitled to recover from the Company Employer all of his reasonable legal fees and expenses incurred in connection with his or her enforcement against the Company Employer of the terms of this Agreement. The Employer agrees to pay such legal fees and expenses to the Executive on demand. The Executive shall be denied payment of his or her legal fees and expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and in bad faith. Notwithstanding the foregoing, in the event that the Executive delivers written notice to the Employer of his or her termination of employment for Good Reason, the Employer will have a period of 30 calendar days during which the Employer may remedy the condition constituting Good Reason and if such condition is remedied, shall not in good faithbe required to pay the amount due to the Executive under this Section 9 and such termination of employment shall not be effective.

Termination Without Cause or Resignation for Good Reason. The Company may terminate the Executive without Cause during the Contract Period by written notice to the Executive providing four weeks notice. The Executive may resign for Good Reason during the Contract Period upon four weeks' written notice to the Company specifying facts and circumstances claimed to support the Good Reason. The Executive shall be entitled to give a Notice of Termination that his his/her or her employment is being terminated for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good Reason. If the Company terminates the Executive's employment during the Contract Period without Cause or if the Executive Resigns for Good Reason, the Company shall, subject to Section 12 hereof: (a) Within 20 business days of the termination of employment pay the Executive a lump sum severance payment in an amount equal to three (3.0) times the highest annual cash compensation, consisting solely of salary and bonus, as well as any 401(k) deferral, paid to the Executive during any calendar year in each of the three calendar years immediately prior to the Change in Control, along with any Gross-Up Payment due under Section 12 hereof for the calendar year of the termination; and (b) Continue to provide the Executive during the remainder of the Contract Period with health, hospitalization and medical insurance, as were provided at the time of the termination of his his/her employment with the Company, at the Company's cost (subject to standard deductibles and co-pays, and the Executive's continuing payment of his his/her part of the premium for family coverage, if applicable). The Executive shall not have a duty to mitigate the damages suffered by him in connection with the termination by the Company of his his/her employment without Cause or a resignation for Good Reason during the Contract Period. If the Company fails to pay the Executive the lump sum amount due him hereunder or the Gross-Up Payment due under Section 12 hereof, or to provide him with the health, hospitalization and medical insurance benefits due under this section, the Executive, after giving 10 days' written notice to the Company identifying the Company's failure, shall be entitled to recover from the Company all of his his/her reasonable legal fees and expenses incurred in connection with his his/her enforcement against the Company of the terms of this Agreement. The Executive shall be denied payment of his his/her legal fees and expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and not in good faith.

Termination Without Cause or Resignation for Good Reason. The Company Employer may terminate the Executive without Cause during the Contract Period by four weeks’ prior written notice to the Executive providing four weeks notice. The Executive, and the Executive may resign for Good Reason during the Contract Period upon four weeks' ’ prior written notice to the Company Employer specifying facts and circumstances claimed to support the Good Reason. The Executive shall be entitled to give a Notice of Termination that his or her employment is being terminated for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good Reason. If the Company Employer terminates the Executive's ’s employment during the Contract Period without Cause or if the Executive Resigns resigns for Good Reason, the Company Employer shall, subject to Section 12 hereof: within twenty (a20) Within 20 business days of the termination of employment employment, pay the Executive a lump sum severance payment in an amount equal to three two (3.02) times the highest annual cash compensation, consisting solely of including only salary and cash bonus, as well as any 401(k) deferral, paid to the Executive during any calendar year in each of the three calendar years immediately prior to the Change in Control; and Control (b) Continue to provide the Executive during “Lump Sum Payment”). During the remainder of the Contract Period Period, the Employer shall continue to provide the Executive with healthand pay for medical and hospital insurance, hospitalization disability insurance and medical insurancelife insurance benefits, as were provided at and paid for in the time of the termination of his employment with the CompanyEmployer; provided that, if at any time during the Company's cost (subject remainder of the Contract Period, the Executive becomes employed by another employer which provides one or more such benefits, the Employer shall, immediately and from the date when such benefits are made available to standard deductibles and co-paysthe Employee by the successor employer, be relieved of its obligation to provide such benefits to the extent such benefits are duplicative of what is provided to the Executive by the Executive’s new employer. The Employer shall also sell to the Executive for a purchase price of $1.00 the automobile, if any, used by the Executive while employed by the Employer. The Executive acknowledges that the sale of the automobile to the Executive may generate employee compensation to the Executive, and agrees that the Executive's continuing payment of his part of Employer may withhold from the premium Lump Sum Payment that amount which is necessary for family coverage, if applicable)the Employer to fully satisfy its withholding obligations under federal and state law. The Executive shall not have a duty to mitigate the damages suffered by him in connection with the termination by the Company Employer of his employment without Cause or a resignation for Good Reason during the Contract Period. If the Company Employer fails to pay the Executive the lump sum amount due him hereunder Lump Sum Payment or to provide him with the health, hospitalization and medical insurance benefits due under this section, the Executive, after giving 10 ten (10) days' ’ written notice to the Company Employer identifying the Company's Employer’s failure, shall be entitled to recover from the Company Employer all of his reasonable legal fees and expenses incurred in connection with his enforcement against the Company Employer of the terms of this Agreement. The Employer agrees to pay such legal fees and expenses to the Executive on demand. The Executive shall be denied payment of his legal fees and expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and not in good bad faith.

Termination Without Cause or Resignation for Good Reason. The Company may terminate the Executive without Cause during the Contract Period by written notice to the Executive providing four weeks notice. The Executive may resign for Good Reason during the Contract Period upon four weeks' ’ written notice to the Company specifying facts and circumstances claimed to support the Good Reason. The Executive shall be entitled to give a Notice of Termination that his or her employment is being terminated for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good Reason. If the Company terminates the Executive's ’s employment during the Contract Period without Cause or if the Executive Resigns for Good Reason, the Company shall, subject to Section section 12 hereof: (a) : a. Within 20 business days of the termination of employment pay the Executive a lump sum severance payment in an amount equal to three to: (3.0) times the highest annual cash compensationi), consisting solely of salary and bonus, as well as any 401(k) deferral, paid to if the Executive during any calendar has been continuously employed by the Bank for 6 full years or more, two (2) years of Base Salary plus a Pro-rata Bonus Amount or (ii), if the Executive has been continuously employed by the Bank for less than 6 full years but more than three years, then one (1) year in each of the three calendar years immediately prior to the Change in ControlBase Salary plus a Pro-rata Bonus Amount; and (b) and b. Continue to provide the Executive during with medical, dental and life insurance for the remainder period equal to the equivalent period of the Contract Period with health, hospitalization and medical insurance, lump sum payment (i.e. 1 or 2 years) as were provided at the time of the termination of his employment with the Company, at the Company's ’s cost (subject to standard deductibles and normal co-pays, deductible and the employee contributions). Upon expiration of benefit coverages, full COBRA benefits (18 months) will be made available to Executive's continuing payment of his part of the premium for family coverage, if applicable). The Executive shall not have a duty to mitigate the damages suffered by him in connection with the termination by the Company of his employment without Cause or a resignation for Good Reason during the Contract Period. If the Company fails to pay the Executive the lump sum amount due him hereunder or to provide him with the health, hospitalization and medical insurance benefits due under this section, the Executive, after giving 10 days' ’ written notice to the Company identifying the Company's ’s failure, shall be entitled to recover from the Company all of his reasonable legal fees and expenses incurred in connection with his enforcement against the Company of the terms of this Agreement. The Executive shall be denied payment of his legal fees and expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and not in good faithcause.

Termination Without Cause or Resignation for Good Reason. The Company may terminate the Executive without Cause during the Contract Period by written notice to the Executive providing four weeks notice. The Executive may resign for Good Reason during the Contract Period upon four weeks' written notice to the Company specifying facts and circumstances claimed to support the Good Reason. The Executive shall be entitled to give a Notice of Termination that his or her employment is being terminated for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good Reason. If the Company terminates the Executive's employment during the Contract Period without Cause or if the Executive Resigns for Good Reason, the Company shall, subject to Section section 12 hereof: (a) a. Within 20 business days of the termination of employment pay the Executive a lump sum severance payment in an amount equal to three to: (3.0) times the highest annual cash compensationi), consisting solely of salary and bonus, as well as any 401(k) deferral, paid to if the Executive during any calendar has been continuously employed by the Bank for 6 full years or more, two (2) years of Base Salary plus a Pro-rata Bonus Amount or (ii), if the Executive has been continuously employed by the Bank for less than 6 full years but more than three years, then one (1) year in each of the three calendar years immediately prior to the Change in ControlBase Salary plus a Pro-rata Bonus Amount; and (b) b. Continue to provide the Executive during with medical, dental and life insurance for the remainder of period equal to the Contract Period with health, hospitalization and medical insurance, equivalent lump sum payment (e.g. 1 or 2 years) as were provided at the time of the termination of his employment with the Company, at the Company's cost cost. Upon expiration of benefit coverages, full COBRA benefits (subject 18 months) will be made available to standard deductibles and co-pays, and the Executive's continuing payment of his part of the premium for family coverage, if applicable). The Executive shall not have a duty to mitigate the damages suffered by him in connection with the termination by the Company of his employment without Cause or a resignation for Good Reason during the Contract Period. If the Company fails to pay the Executive the lump sum amount due him hereunder or to provide him with the health, hospitalization and medical insurance benefits due under this section, the Executive, after giving 10 days' written notice to the Company identifying the Company's failure, shall be entitled to recover from the Company all of his reasonable legal fees and expenses incurred in connection with his enforcement against the Company of the terms of this Agreement. The Executive shall be denied payment of his legal fees and expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and not in good faithcause.

Termination Without Cause or Resignation for Good Reason. The Company may terminate the Executive without Cause during the Contract Period by written notice to the Executive providing four weeks notice. The Executive may resign for Good Reason during the Contract Period upon four weeks' ’ written notice to the Company specifying facts and circumstances claimed to support the Good Reason. The Executive shall be entitled to give a Notice of Termination that his or her employment is being terminated for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good Reason. If the Company terminates the Executive's ’s employment during the Contract Period without Cause or if the Executive Resigns for Good Reason, the Company shall, subject to Section section 12 hereof: (a) a. Within 20 business days of the termination of employment pay the Executive a lump sum severance payment in an amount equal to three to: (3.0) times the highest annual cash compensationi), consisting solely of salary and bonus, as well as any 401(k) deferral, paid to if the Executive during any calendar has been continuously employed by the Bank for 6 full years or more, two (2) years of Base Salary plus a Pro-rata Bonus Amount or (ii), if the Executive has been continuously employed by the Bank for less than 6 full years but more than three years, then one (1) year in each of the three calendar years immediately prior to the Change in ControlBase Salary plus a Pro-rata Bonus Amount; and (b) b. Continue to provide the Executive during with medical, dental and life insurance for the remainder of period equal to the Contract Period with health, hospitalization and medical insurance, equivalent lump sum payment (e.g. 1 or 2 years) as were provided at the time of the termination of his employment with the Company, at the Company's cost ’s cost. Upon expiration of benefit coverages, full COBRA benefits (subject 18 months) will be made available to standard deductibles and co-pays, and the Executive's continuing payment of his part of the premium for family coverage, if applicable). The Executive shall not have a duty to mitigate the damages suffered by him in connection with the termination by the Company of his employment without Cause or a resignation for Good Reason during the Contract Period. If the Company fails to pay the Executive the lump sum amount due him hereunder or to provide him with the health, hospitalization and medical insurance benefits due under this section, the Executive, after giving 10 days' ’ written notice to the Company identifying the Company's ’s failure, shall be entitled to recover from the Company all of his reasonable legal fees and expenses incurred in connection with his enforcement against the Company of the terms of this Agreement. The Executive shall be denied payment of his legal fees and expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and not in good faithcause.

Termination Without Cause or Resignation for Good Reason. The Company may terminate the Executive without Cause during the Contract Period by written notice to the Executive providing four weeks notice. The Executive may resign for Good Reason during the Contract Period upon four weeks' ’ written notice to the Company specifying facts and circumstances claimed to support the Good Reason. The Executive shall be entitled to give a Notice of Termination that his or her employment is being terminated for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good Reason. If the Company terminates the Executive's ’s employment during the Contract Period without Cause or if the Executive Resigns for Good Reason, the Company shall, subject to Section section 12 hereof: (a) Within a. within 20 business days of the termination of employment pay the Executive a lump sum severance payment in an amount equal to three to: (3.0) times the highest annual cash compensationi), consisting solely of salary and bonus, as well as any 401(k) deferral, paid to if the Executive during any calendar has been continuously employed by the Bank for less than 6 full years but more than three years, then one (1) year in each of the three calendar years immediately prior to the Change in Control; and Base Salary plus a Pro-rata Bonus Amount or (b) Continue to provide ii), if the Executive during has been continuously employed by the remainder Bank for more than 6 full years, then two (2) years of Base Salary plus a Pro-rata Bonus Amount; b. the Contract Period with healthCompany shall, hospitalization and medical insurance, as were provided at the time within 20 business days of the termination of his employment with the Company, at pay the Company's cost Executive a lump sum amount equal to one hundred percent (subject to standard deductibles and co-pays, and the Executive's continuing payment of his part 100%) of the premium of the life insurance coverage provided to a similarly situated active employee (based upon the coverage and rates in effect on the date the Executive terminates employment) for family coveragethe equivalent period of the lump sum severance payment (i.e. one (1) year or two (2) years); and c. the Company shall, if applicable)within 20 business days of the termination of employment with the Company, pay the Executive a lump sum amount equal to one hundred twenty-five percent (125%) of (A) the aggregate COBRA premium amounts (based upon COBRA rates then in effect) for the equivalent period of the lump sum payment (i.e. one (1) year or two (2) years) of the medical and dental coverage that was being provided to the Executive (and his spouse) at the time of termination of employment, minus (B) the aggregate amount of any employee contribution that would have been required of the Executive (determined as of the termination of employment) for such period. The Executive shall not have a duty to mitigate the damages suffered by him the Executive in connection with the termination by the Company of his the Executive’s employment without Cause or a resignation for Good Reason during the Contract Period. If the Company fails to pay the Executive the any lump sum amount amounts due him hereunder or to provide him with the health, hospitalization and medical insurance benefits due under this sectionExecutive hereunder, the Executive, after giving 10 days' ’ written notice to the Company identifying the Company's ’s failure, shall be entitled to recover from the Company all of his the Executive’s reasonable legal fees and expenses incurred in connection with his enforcement against the Company of the terms of this Agreement. The Executive shall be denied payment of his legal fees and expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and not in good faithcause.

Termination Without Cause or Resignation for Good Reason. The ------------------------------------------------------------- Company may terminate the Executive without Cause during the Contract Period by written notice to the Executive providing four weeks notice. The Executive may resign for Good Reason during the Contract Period upon four weeks' written notice to the Company specifying facts and circumstances claimed to support the Good Reason. The Executive shall be entitled to give a Notice of Termination that his or her employment is being terminated for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good Reason. If the Company terminates the Executive's employment during the Contract Period without Cause or if the Executive Resigns for Good Reason, the Company shall, subject to Section 12 hereof: (a) Within 20 business days of the termination of employment pay the Executive a lump sum severance payment in an amount equal to three (3.0) times the highest annual cash compensation, consisting solely of salary and bonus, as well as any 401(k) deferral, paid to the Executive during any calendar year in each of the three calendar years immediately prior to the Change in Control, along with any Gross-Up Payment due under Section 12 hereof for the calendar year of the termination; and (b) Continue to provide the Executive during the remainder of the Contract Period with health, hospitalization and medical insurance, as were provided at the time of the termination of his employment with the Company, at the Company's cost (subject to standard deductibles and co-pays, and the Executive's continuing payment of his part of the premium for family coverage, if applicable). The Executive shall not have a duty to mitigate the damages suffered by him in connection with the termination by the Company of his employment without Cause or a resignation for Good Reason during the Contract Period. If the Company fails to pay the Executive the lump sum amount due him hereunder or the Gross-Up Payment due under Section 12 hereof, or to provide him with the health, hospitalization and medical insurance benefits due under this section, the Executive, after giving 10 days' written notice to the Company identifying the Company's failure, shall be entitled to recover from the Company all of his reasonable legal fees and expenses incurred in connection with his enforcement against the Company of the terms of this Agreement. The Executive shall be denied payment of his legal fees and expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and not in good faith.

Termination Without Cause or Resignation for Good Reason. The In the event that the Company may intends to terminate Executive’s employment without Cause, the Company will provide Executive without Cause during with at least six (6) months notice (the Contract Period by written notice to the Executive providing four weeks notice“Termination Notice”) of Executive’s termination date. The period of time between the date of Termination Notice and termination date will be referred to as the “Termination Period”. Similarly, in the event that Executive may resign intends to terminate his employment for Good Reason during (as defined below), Executive will be required to provide Company with the Contract Period upon four weeks' written notice same Termination Notice (including such reasons and actions that constitute Good Reason) containing a valid Termination Period. If at any time (i) the Company terminates Executive’s employment without Cause (as defined below, subject to a valid Termination Notice and other than as a result of Executive’s death or Disability), or (ii) Executive resigns for Good Reason (as defined below), subject to a valid Termination Notice, then in each case, Executive will: (i) continue to receive his Base Salary and any other due compensation and benefits for the duration of the Termination Period, including any earned and granted Cash Bonus pursuant to Section 2.2 hereof (collectively, the “Termination Pay”). For purposes of clarity, Executive will be required to continue providing services as an employee to the Company specifying facts and circumstances claimed in order to support continue receiving the Good Reason. The Executive shall be entitled Termination Pay, (ii) continue to give a Notice vest in all of Termination Executive’s then-outstanding equity based awards that his or her employment is being terminated for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good Reason. If the Company terminates the Executive's employment during the Contract Period without Cause or if the Executive Resigns for Good Reason, the Company shall, subject to Section 12 hereof: are (a) Within 20 business days subject to time-based vesting pursuant to their terms for the duration of the termination of employment pay Termination Period and (b) performance-based awards whereby the Executive a lump sum severance payment in an amount equal to three (3.0) times performance conditions are satisfied during the highest annual cash compensationTermination Period, consisting solely of salary and bonus, as well as any 401(k) deferral, paid to the Executive during any calendar year in unless for each of the three calendar years immediately prior foregoing, anything to the Change contrary is set forth in Control; and (b) Continue the applicable equity compensation plan or any successor equity compensation plan or any award agreement. The Termination Pay described in this Section 8.2 will be paid pursuant to provide the Executive during the remainder of the Contract Period with health, hospitalization and medical insurance, as were provided at the time of the termination of his employment with the Company, at the Company's cost (’s regular payroll schedule and subject to standard deductibles deductions and co-pays, and the Executive's continuing payment of his part of the premium for family coverage, if applicable). The Executive shall not have a duty to mitigate the damages suffered by him in connection with the termination by the Company of his employment without Cause or a resignation for Good Reason withholdings during the Contract Termination Period. If the Company fails to pay the Executive the lump sum amount due him hereunder or to provide him with the health, hospitalization and medical insurance benefits due under this section, the Executive, after giving 10 days' written notice to the Company identifying the Company's failure, shall be entitled to recover from the Company all of his reasonable legal fees and expenses incurred in connection with his enforcement against the Company of the terms of this Agreement. The Executive shall be denied payment of his legal fees and expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and not in good faith.

Termination Without Cause or Resignation for Good Reason. a. The Company Employer may terminate the Executive without Cause during the Contract Period by giving the Executive not less than four weeks’ prior written notice to the Executive providing four weeks noticeExecutive. The During the Contract Period, the Executive may resign for within 90 days following the initial occurrence of a condition constituting a Good Reason during the Contract Period upon giving not less than four weeks' ’ prior written notice to the Company Employer specifying facts and circumstances claimed to support the condition constituting Good Reason. The Executive shall be entitled to give a Notice date of Termination that his or her termination of employment is being terminated for Good Reason at any time during shall be no later than twenty-four months following commencement of the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good Reason. If the Company Employer terminates the Executive's ’s employment during the Contract Period without Cause or if the Executive Resigns resigns for Good Reason, the Company Employer shall, subject to Section 12 hereof: (a) Within 20 business days of the upon such termination of employment employment, pay the Executive a lump sum severance payment in an amount equal to three (3.0) 150% times the highest annual cash average of the annualized compensation, consisting solely comprised of annualized salary and bonus, as well as any 401(k) deferralcash incentive or bonus compensation, paid or accrued to the Executive during any calendar year in each the thirty-six month period (or such lesser number of the three calendar years months of actual employment) immediately prior to the Change in Control (the “Lump Sum Payment”). Notwithstanding the foregoing, any notice of resignation for Good Reason during the Contract Period furnished by the Executive to the Employer shall not be effective prior to the date that is three months following the date of the Change in Control; and, and the Executive shall continue to work through such three month period, unless the Employer shall agree in writing to an earlier effective date of such resignation. b. For a period of eighteen (b18) Continue months following the effective date of such termination of employment following a Change in Control, whether resulting from without Cause termination initiated by the Employer or for Good Reason initiated by the Executive, the Employer shall continue to provide the Executive during with and pay the remainder of the Contract Period with healthapplicable premiums for medical and hospital insurance, hospitalization disability insurance and medical insurancelife insurance benefits, as were provided and paid for at the time of the termination of his employment with the CompanyEmployer; provided that, if at any time during such eighteen month period, the Executive becomes employed by another employer which provides one or more such benefits, the Employer shall, immediately and from the date when such benefits are made available to the Executive by the successor employer, be relieved of its obligation to provide such benefits to the extent such benefits are duplicative of what is provided to the Executive by the Executive’s new employer. If the Employer cannot provide the benefits set forth in this Section 9(b) because Executive is no longer an employee and applicable rules and regulations prohibit the continuation of such benefits in the manner contemplated, or it would subject the Employer to penalties, then the Employer shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the Company's cost time of such determination. The cash payment shall be made in a lump sum within thirty (subject to standard deductibles and co-pays, and 30) days after the later of Executive's continuing payment ’s date of his part termination or the effective date of the premium for family coverage, if applicable). rules or regulations prohibiting the benefits or subjecting the Bank to penalties. c. The Executive shall not have a duty to mitigate the damages suffered by him or her in connection with the termination by the Company Employer of his employment without Cause or a resignation for Good Reason during the Contract Period. If the Company Employer fails to pay the Executive the lump sum amount due him hereunder Lump Sum Payment or to provide him or her with the health, hospitalization and medical insurance benefits due under this sectionSection 9, the Executive, after giving 10 ten (10) days' ’ written notice to the Company Employer identifying the Company's Employer’s failure, shall be entitled to recover from the Company Employer all of his reasonable legal fees and expenses incurred in connection with his or her enforcement against the Company Employer of the terms of this Agreement. The Employer agrees to pay such legal fees and expenses to the Executive on demand. The Executive shall be denied payment of his or her legal fees and expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and in bad faith. Notwithstanding the foregoing, in the event that the Executive delivers written notice to the Employer of his or her termination of employment for Good Reason, the Employer will have a period of 30 calendar days during which the Employer may remedy the condition constituting Good Reason and if such condition is remedied, shall not in good faithbe required to pay the amount due to the Executive under this Section 9 and such termination of employment shall not be effective.

Termination Without Cause or Resignation for Good Reason. The Company may terminate the Executive without Cause during the Contract Period by written notice to the Executive providing four weeks notice. The Executive may resign for Good Reason during the Contract Period upon four weeks' weeks written notice to the Company specifying the facts and circumstances claimed to support the Good Reason. The Executive shall be entitled to give a Notice of Termination that his or her employment is being terminated for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good Reason. If during the Contract Period the Company terminates the Executive's ’s employment during the Contract Period without Cause or if the Executive Resigns for Good Reason, then the Executive shall be entitled to the following: (i) the Company shall, subject to Section 12 hereof: (a) Within shall within 20 business days of the termination of employment pay the Executive a lump sum severance payment in an amount equal to three (3.0) times the highest annual cash compensation, consisting solely of salary (including any 401(k) plan deferral) and bonus, as well as any 401(k) deferral, paid to (or in the case of bonus accrued for) the Executive during any calendar year in each of the three calendar years immediately prior to the Change in Control; and (bii) Continue the Company shall credit Executive under the BEP immediately upon termination with additional years of credited service as if he had continued to provide work for the Company for three years after the date of termination, the benefit plans covered thereby had remained the same during such period, and the BEP was not changed or modified after the Change in Control or otherwise during such period; (iii) the Company shall, within 20 business days of the termination of employment, pay the Executive during a lump sum amount equal to one hundred twenty-five percent (125%) of (A) the remainder aggregate COBRA premium amounts (based upon COBRA rates then in effect) for three (3) years of the Contract Period with health, hospitalization and medical insurance, as were insurance coverage that was being provided to the Executive (and his spouse) at the time of termination of employment, minus (B) the aggregate amount of any employee contribution that would have been required of the Executive (determined as of the termination of his employment) for such three (3) year period; and (iv) the Company shall, within 20 business days of the termination of employment with the Company, at pay the Executive a lump sum amount equal to one hundred twenty-five percent (125%) of the Company's cost (subject to standard deductibles and co-pays, and the Executive's continuing payment of his part ’s share of the premium for family coverage, if applicablethree (3) years of the life insurance coverage provided to a similarly situated active employee (based upon the coverage and rates in effect on the date the Executive terminates employment). The Executive shall not have a duty to mitigate the damages suffered by him in connection with the termination by the Company of his employment without Cause or a resignation for Good Reason during the Contract Period. If the Company fails to pay the Executive the any lump sum amount amounts due him hereunder or to provide him with the health, hospitalization and medical insurance BEP benefits due under this sectionsection or the payments under Section 12, the Executive, after giving 10 days' ’ written notice to the Company identifying the Company's ’s failure, shall be entitled to recover from the Company on a monthly basis as incurred all of his reasonable legal fees and expenses incurred in connection with his enforcement against the Company of the terms of this Agreement. The Executive shall be denied payment of his legal fees and expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and not in good faith.

Termination Without Cause or Resignation for Good Reason. The Company may terminate the Executive without Cause during the Contract Period by written notice to the Executive providing four weeks thirty (30) days notice. The Executive may resign for Good Reason during the Contract Period upon four weeks' thirty (30) days’ written notice to in accordance with the Company specifying facts and circumstances claimed to support the Good Reason. The Executive shall be entitled to give a Notice requirements of Termination that his or her employment is being terminated for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good ReasonSection 1(e). If the Company terminates the Executive's ’s employment during the Contract Period without Cause or if the Executive Resigns for Good Reason, the Company shallshall pay the Executive the severance amounts set forth in this Section 9 below, subject to Section 12 hereof: (ai) Within 20 business days the Executive’s execution and non-revocation of a written release of all claims against the Company and all related parties with respect to all matters arising out of the Executive’s employment by the Company, or the termination of employment pay thereof, substantially in the form attached hereto as Exhibit A (the “Release”), and (ii) the Executive’s continued compliance with the restrictive covenants referenced in Section 11 below. The Executive shall receive a lump sum cash severance payment payments in an amount equal to three (3.0A) 3.0 times the highest Executive’s annual cash compensation, consisting solely of salary and bonus, as well as any 401(k) deferral, paid to Base Salary at the Executive during any calendar year rate in each of the three calendar years immediately prior to the Change in Control; and (b) Continue to provide the Executive during the remainder of the Contract Period with health, hospitalization and medical insurance, as were provided effect at the time of the Executive’s termination, plus (B) 3.0 times the greater of (i) the Executive’s average annual bonus paid by the Company to the Executive for the three (3) fiscal years preceding the fiscal year in which the Executive’s termination of employment occurs, or (ii) the annual bonus paid by the Company to the Executive for the last completed fiscal year. The severance amount shall be paid in a lump sum within thirty (30) days of the Executive Termination of Employment. Provided that the Executive is eligible for and timely elects COBRA continuation coverage, during the 18-month period following the Executive’s termination date, the Company shall reimburse the Executive for the monthly COBRA cost of continued coverage for the Executive, and, where applicable, his employment with spouse and dependents, paid by the Executive under the Company’s group health plan pursuant to Section 4980B of the Code, at less the amount that the Executive would be required to contribute for such health coverage if the Executive were an active employee of the Company (the “Monthly COBRA Costs”). Following the foregoing 18-month period, if the Executive secures an individual policy for health coverage for himself and, where applicable, his spouse and dependents, the Company will reimburse the Executive for the monthly cost of such coverage for the period commencing on the first day following the 18-month period and ending on the last day of the 36-month following the Executive’s termination date; provided that the amount of the Company's cost (subject ’s reimbursement for any month during this period will not exceed the Monthly COBRA Costs. Notwithstanding the foregoing, the Company reserves the right to standard deductibles and co-pays, and restructure the foregoing continued coverage arrangement in any manner reasonably necessary or appropriate to avoid penalties or negative tax consequences to the Company or the Executive's continuing payment of his part of , as determined by the premium for family coverage, if applicable)Company in its sole and absolute discretion. The Executive shall not have a duty to mitigate the damages suffered by him in connection with the termination by the Company of his employment without Cause or a resignation for Good Reason during the Contract Period. If Notwithstanding anything contained herein to the Company fails to pay contrary, upon termination of the Executive the lump sum amount due him hereunder or to provide him with the health, hospitalization and medical insurance benefits due under this sectionExecutive’s employment for any reason, the Executive, after giving 10 days' written notice to the Company identifying the Company's failure, shall be entitled to recover from the Company all of his reasonable legal fees and expenses incurred in connection with his enforcement against the Company of the terms of this Agreement. The Executive shall be denied payment deemed to have automatically resigned from all positions, including as an officer and, if applicable, as a director or member of his legal fees the Board and expenses only if a court finds that any committees thereof, or the Executive sought payment board of such fees without reasonable cause and not in good faithdirectors or committees of any of the Company’s subsidiaries or affiliates or any other fiduciary positions with the Company or its subsidiaries or affiliates.

Termination Without Cause or Resignation for Good Reason. The Company may terminate the Executive without Cause during the Contract Period by written notice to the Executive providing four weeks notice. The Executive may resign for Good Reason during the Contract Period upon four weeks' weeks written notice to the Company specifying the facts and circumstances claimed to support the Good Reason. The Executive shall be entitled to give a Notice of Termination that his or her employment is being terminated for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good Reason. If during the Contract Period the Company terminates the Executive's ’s employment during the Contract Period without Cause or if the Executive Resigns for Good Reason, then the Executive shall be entitled to the following: (i) the Company shall, subject to Section 12 hereof: (a) Within shall within 20 business days of the termination of employment pay the Executive a lump sum severance payment in an amount equal to three (3.0) times the Executive’s highest annual cash compensation, consisting solely of salary and bonus, as well as any 401(k) deferral, compensation paid to the Executive during any or for a calendar year in each any of the three calendar years immediately prior to the Change in Control; and , where annual compensation means salary paid during a calendar year (bincluding any 401(k) Continue plan deferral) plus cash bonuses awarded to provide the Executive for that calendar year, regardless of when paid; (ii) the Company shall credit Executive under the BEP immediately upon termination with additional years of credited service as if he had continued to work for the Company for three years after the date of termination, the benefit plans covered thereby had remained the same during such period, and the remainder BEP was not changed or modified after the Change in Control or otherwise during such period; (iii) the Company shall, within 20 business days of the Contract Period with termination of employment, pay the Executive a lump sum amount equal to one hundred twenty-five percent (125%) of (A) the aggregate COBRA premium amounts (based upon COBRA rates then in effect) for three (3) years of the health, hospitalization and medical insurance, as were insurance coverage that was being provided to the Executive (and his spouse) at the time of termination of employment, minus (B) the aggregate amount of any employee contribution that would have been required of the Executive (determined as of the termination of his employment) for such three (3) year period; and (iv) the Company shall, within 20 business days of the termination of employment with the Company, at pay the Executive a lump sum amount equal to one hundred percent (125%) of the Company's cost (subject to standard deductibles and co-pays, and the Executive's continuing payment of his part ’s share of the premium for family coverage, if applicablethree (3) years of the life insurance coverage provided to a similarly situated active employee (based upon the coverage and rates in effect on the date the Executive terminates employment). The Executive shall not have a duty to mitigate the damages suffered by him in connection with the termination by the Company of his employment without Cause or a resignation for Good Reason during the Contract Period. If the Company fails to pay the Executive the any lump sum amount amounts due him hereunder or to provide him with the health, hospitalization and medical insurance BEP benefits due under this sectionsection or the payments under Section 12, the Executive, after giving 10 days' ’ written notice to the Company identifying the Company's ’s failure, shall be entitled to recover from the Company on a monthly basis as incurred all of his reasonable legal fees and expenses incurred in connection with his enforcement against the Company of the terms of this Agreement. The Executive shall be denied payment of his legal fees and expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and not in good faith.

Termination Without Cause or Resignation for Good Reason. The Company may terminate the Executive without Cause during the Contract Period by written notice to the Executive providing four weeks notice. The Executive, or the Executive may resign for Good Reason during the Contract Period upon four weeks' ’ prior written notice to the Company specifying facts and circumstances claimed to support the Good Reason. The Executive shall be entitled to give a Notice of Termination that his or her employment is being terminated for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good Reason. If the Company terminates the Executive's ’s employment during the Contract Period without Cause or if the Executive Resigns resigns for Good Reason, the Company shall, subject to Section 12 hereof: (a) Within within 20 business days of the Executive’s termination of employment employment, pay the Executive a lump sum severance payment in an amount equal to three (3.0) two times the highest annual cash compensation, consisting solely of including only salary and cash bonus, as well as any 401(k) deferral, paid to the Executive during any calendar year in each of the three calendar years immediately prior to the Change in Control; and Control (b) Continue to provide the Executive during “Lump Sum Payment”). During the remainder of the Contract Period Period, the Company also shall continue to provide the Executive with healthand pay for medical and hospital insurance, hospitalization disability insurance and medical life insurance, as were provided and paid for at the time of the termination of his employment with the Company; provided, that such insurance coverage shall be provided only to the extent permitted under the terms and conditions of the Company’s employee benefit plans. The Executive shall also have the right to purchase from the Company, at book value price, such automobile of the Company's cost (subject to standard deductibles and co-pays, and if any, as was used by the Executive's continuing payment Executive while employed by the Company; provided, that the Executive exercises such right within 10 days of his part termination of employment and completes the premium for family coverage, if applicable)purchase transaction within 30 days of his termination of employment. The Executive shall not have a duty to mitigate the damages suffered by him in connection with the termination by the Company of his employment without Cause or a resignation for Good Reason during the Contract Period. If The Lump Sum Payment is intended to be administered and interpreted in a manner such that it shall not be subject to “additional tax” within the meaning of Section 409A(a)(1)(B) of the Code. Notwithstanding any provision of this Agreement to the contrary, if and to the extent necessary to comply with the restriction in Section 409A(a)(2)(B) of the Code concerning payments to “specified employees,” the Lump Sum Payment shall be paid on the first business day of the seventh month following the Executive’s separation from service with the Company, and shall be paid together with interest accrued during the period of such restriction at a rate, per annum, equal to the applicable federal short-term rate (compounded monthly) in effect under Section 1274(d) of the Code on the date of termination. Notwithstanding provision of this Agreement to the contrary, the Executive shall not be considered to have terminated employment with the Company fails for purposes of this Section 9 unless he would be considered to pay the Executive the lump sum amount due him hereunder or to provide him with the health, hospitalization and medical insurance benefits due under this section, the Executive, after giving 10 days' written notice to the Company identifying the Company's failure, shall be entitled to recover have incurred a “termination of employment” from the Company all within the meaning of his reasonable legal fees and expenses incurred in connection with his enforcement against the Company of the terms of this AgreementTreasury Regulation §1.409A-1(h)(1)(ii). The Executive shall be denied payment of his legal fees and expenses only if a court finds acknowledges that any tax liability incurred by the Executive sought payment under Section 409A of such fees without reasonable cause and not in good faiththe Code is solely the responsibility of the Executive.

Termination Without Cause or Resignation for Good Reason. The Company Employer may terminate the Executive without Cause during the Contract Period by upon four weeks’ prior written notice to the Executive providing four weeks notice. The Executive, and Executive may resign for Good Reason during the Contract Period upon four weeks' written notice to the Company specifying facts and circumstances claimed to support the Good Reason. The Executive shall be entitled to give a Notice of Termination that his or her employment is being terminated for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence but only in full accordance with the terms of an event stated to constitute Good Reasonthe third full paragraph of this Section 9. If the Company Employer terminates the Executive's ’s employment during the Contract Period without Cause or if Executive resigns during the Executive Resigns Contract Period for Good ReasonReason in full accordance with the terms of the third full paragraph of this Section 9, the Company Employer shall, subject to Executive’s full and timely tender of performance under Section 12 hereof: 14 of this Agreement, pay to Executive on that date which is ninety (a90) Within 20 business days of after the termination of his employment pay the Executive a lump sum severance payment in an amount equal to three two (3.02) times the highest annual cash compensation, consisting solely of including only salary and cash bonus, as well as any 401(k) deferral, paid to the Executive during any calendar year in each of the three calendar years immediately prior to the Change in Control; and Control (bthe “Lump Sum Payment”). If Employer has provided an automobile for Executive’s use and if (i) Continue to provide the Employer terminates Executive without Cause during the remainder term of this Agreement; (ii) Executive resigns with Good Reason during the term of this Agreement; or (iii) Employer terminates Executive’s employment under Section 7 of this Agreement by reason of Executive’s disability during the term of this Agreement, then Employer shall, for a stated purchase price of $1.00, transfer to Executive title to that automobile which Employer has, as of the Contract Period with healthdate of such termination of employment, hospitalization and medical insuranceprovided for Executive's use, as were provided which title shall, at the time of such transfer, be completely free and clear of any and all liens, encumbrances, claims and lease obligations. Executive acknowledges that the transfer to Executive of title to the automobile under the preceding sentence may generate employee compensation to Executive, and agrees that Employer may withhold from the Lump Sum Payment that amount which is necessary for Employer to fully satisfy its withholding obligations under federal and state law. Executive shall pay any sales tax liability, as well as any registration, documentation or title fees, associated with the transfer of title under this paragraph of this Section 9. Executive may not resign with Good Reason, and shall not be considered to have done so for any purpose of this Agreement, unless (i) Executive, within sixty (60) days of the initial existence of the act or failure to act by Employer which Executive believes to constitute “Good Reason” within the meaning of this Agreement, provides Employer with written notice which describes, in particular detail, the act or failure to act which Executive believes to constitute “Good Reason” and identifies the particular clause of Section 1d of this Agreement which Executive contends is applicable to such act or failure to act; (ii) Employer, within thirty (30) days of its receipt of such notice, fails or refuses to rescind such act or remedy such failure to act so as to eliminate “Good Reason” for the termination by Executive of his employment relationship with Employer, and (iii) Executive actually resigns from his employment with Employer on or before that date which is exactly six (6) calendar months after the initial existence of the act or failure to act by Employer which constitutes “Good Reason” within the meaning of this Agreement. If the requirements of the preceding sentence are not fully satisfied on a timely basis, then the resignation by Executive of his employment with Employer shall not be deemed to have been for “Good Reason”; he shall not be entitled to any of the Companybenefits to which he would have been entitled if he had resigned his employment with Employer for “Good Reason”; and, in particular, Employer shall not be required to pay any amount which would otherwise have been due to Executive under this Section 9 of this Agreement had Executive resigned with “Good Reason”. Employer and Executive acknowledge that any termination of Executive’s employment without Cause or resignation for Good Reason under this Section 9 of this Agreement is intended to qualify as a “Separation from Service” under Section 409A of the Internal Revenue Code and Treasury Regulation Section 1.409A-1(h). Executive and Employer agree that Executive will not, at any time subsequent to a termination without Cause or resignation for Good Reason under this Section 9 of this Agreement, as an employee or independent contractor, provide services to Employer or any affiliate of Employer at an annual rate which is more than twenty percent (20%) of the services rendered, on average, during the thirty six (36) full calendar months immediately preceding such termination without Cause or resignation for Good Reason under this Section 9 of this Agreement (or the full period for which Executive provided services to Employer (whether as an employee or as an independent contractor) if Executive has, at the Company's cost time of termination without Cause or resignation for Good Reason under this Section 9 of this Agreement, been providing services for a period of less than thirty six (subject to standard deductibles and co-pays, and the Executive's continuing payment of his part of the premium for family coverage, if applicable36) months). The Executive shall not have a duty to mitigate the damages suffered by him in connection with the termination by the Company Employer of his employment without Cause or a resignation for Good Reason during the Contract Period. If the Company Employer fails to pay the Executive the lump sum amount due him hereunder Lump Sum Payment or to provide him with the health, hospitalization and medical insurance benefits due under this section, the Executive, after giving 10 ten (10) days' ’ written notice to the Company Employer identifying the Company's Employer’s failure, shall be entitled to recover from the Company Employer all of his reasonable legal fees and expenses incurred in connection with his enforcement against the Company Employer of the terms of this Agreement. The Employer agrees to pay such legal fees and expenses to Executive on demand. Executive shall be denied payment of his legal fees and expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and in bad faith. Notwithstanding any term of this paragraph to the contrary, if at such time as payment of the Lump Sum Payment would otherwise be due under this Section 9 of this Agreement Employer and Executive are opposing parties to any litigation, then (i) Employer need not tender payment to Executive of such Lump Sum Payment, or provide Executive with any other payment or benefit which would otherwise be made to or conferred upon Executive under this Agreement, until such time as such litigation is resolved with finality, and then only in accordance with the applicable terms of the resolution of such litigation, and (ii) Executive may not recover any legal fees from Employer under this paragraph of this Section 9, and may recover only such legal fees, if any, as are to be paid by Employer under the applicable terms of the resolution of such litigation. If, in accordance with and pursuant to this Section 9 of this Agreement, either (i) Employer terminates Executive without Cause or (ii) Executive resigns for Good Reason, in either case during the Contract Period (a “Benefits Continuation Event”), then Employer shall, for the remainder of the Contract Period (the “Continuing Coverage Period”), either provide Executive with continued benefits under, or defray the cost of continued benefits which are comparable to those provided by, those medical and dental benefit plans, life insurance plans, and disability insurance plans (the “Continuing Coverage Plans”) which are sponsored by Employer and in which Executive is a participant as of the date of the termination of Executive's employment. During the Continuing Coverage Period, Employer shall, if and only to the extent possible under the terms of such plans, continue Executive’s participation in the Continuing Coverage Plans for the Continuing Coverage Period, which continued participation shall be under all of the costs, terms and conditions that are applicable to or imposed upon employees of similar title to Executive, as such costs, terms and conditions may change from time to time during the remainder of the Continuing Coverage Period. To the extent that the terms of any of the Continuing Coverage Plans are such that the actual participation of Executive cannot be continued after a Benefits Continuation Event, then Employer shall, for the duration of the Continuing Coverage Period, provide Executive with a periodic payment, or periodic payments, in that amount or those amounts which Employer determines in the exercise of its reasonable discretion and in good faithfaith to be fully sufficient to defray the cost to Executive of participation in plans which provide benefits that are materially identical to those benefits provided by those Continuing Coverage Plans in which, by their terms, Executive cannot continue to participate subsequent to the termination of Executive's employment. Any such payment or payments shall be defined as Coverage Continuation Reimbursement Payments. Executive and Employer specifically agree that the reimbursement by Employer through the Continuing Coverage Period of the full monthly COBRA amount which would, in the absence of this Agreement, be charged to Executive for continuing coverage under the medical benefits plan sponsored by Employer, and in which Executive is a participant as of the termination of Executive's employment, shall constitute full tender of performance under this Agreement with respect to such medical benefits plan. All Coverage Continuation Reimbursement Payments shall be paid by Employer to Executive five (5) days prior to the date when the expense to be reimbursed is due and payable by Executive. If at any time during the Continuing Coverage Period, Executive becomes employed by another employer which provides one or more of the benefits provided under the Continuing Coverage Plans, then Employer shall, immediately and from the date when such benefits are made available to the Employee by the successor employer, be relieved of its obligation to provide such benefits, or Coverage Continuation Reimbursement Payments for such benefits, to the extent such benefits are duplicative of those which are provided to Executive by Executive’s new employer. Executive shall notify Employer at such time as Executive becomes employed by any successor employer, and shall provide Employer with such information pertaining to the employee benefit plans of the successor employer as is sufficient for Employer to reach a conclusion as to whether the preceding sentence is applicable. Any failure by Executive to provide such information to Employer on a timely basis shall give rise to a claim by Employer against Executive for (i) the entire aggregate cost of those benefits provided under the Continuing Coverage Plans and those Coverage Continuation Reimbursement Payments which Employer would not have been obligated to provide or tender had the information required under the preceding sentence been provided to Employer on a timely basis, and (ii) legal fees incurred by Employer in asserting a claim against Executive under this sentence.

Termination Without Cause or Resignation for Good Reason. The Company may terminate the Executive without Cause during the Contract Period by written notice to the Executive providing four weeks notice. The Executive may resign for Good Reason during the Contract Period upon four weeks' weeks written notice to the Company specifying the facts and circumstances claimed to support the Good Reason. The Executive shall be entitled to give a Notice of Termination that his or her employment is being terminated for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good Reason. If during the Contract Period the Company terminates the Executive's ’s employment during the Contract Period without Cause or if the Executive Resigns for Good Reason, then the Executive shall be entitled to the following: (i) (subject to the possible age related reduction in the next sentence) the Company shall, subject to Section 12 hereof: (a) Within shall within 20 business days of the termination of employment pay the Executive a lump sum severance payment in an amount equal to three (3.0) times the highest annual cash compensation, consisting solely of salary (including any 401(k) plan deferral) and bonus, as well as any 401(k) deferral, paid to (or in the case of bonus accrued for) the Executive during any calendar year in each of the three calendar years immediately prior to the Change in Control; and (bii) Continue the Company shall continue to provide the Executive during for a period of three years after termination (but not beyond the remainder of date the Contract Period Executive reaches age 65) with health, hospitalization and medical insurance, as well as life and disability insurance, as were provided at the time of the termination of his employment with the Company, at the Company's ’s cost (subject to standard payment by the Executive of the same contribution amount and deductibles and co-paysas Executive previously paid); (iii) the Company shall credit Executive under the BEP immediately upon termination with additional years of credited service as if he had continued to work for the Company for three years after the date of termination (but not beyond the date the Executive reaches age 65), the benefit plans covered thereby had remained the same during such period, and the Executive's continuing payment of his part BEP was not changed or modified after the Change in Control or otherwise during such period. After the Executive has reached age 62, the “three times” referred to in clause (i) of the premium for family coverage, if applicable). The Executive previous sentence shall not have be reduced to a duty number multiplier equal to mitigate the damages suffered by him in connection with quotient (rounded to the termination by nearest thousand) the Company numerator of his employment without Cause or a resignation for Good Reason during which is the Contract Period. If the Company fails to pay whole number of months left until the Executive reaches age 65 and the lump sum amount due him hereunder or to provide him with the health, hospitalization and medical insurance benefits due under this section, the Executive, after giving 10 days' written notice to the Company identifying the Company's failure, shall be entitled to recover from the Company all denominator of his reasonable legal fees and expenses incurred in connection with his enforcement against the Company of the terms of this Agreementwhich is 12. The Executive shall be denied payment of his legal fees and expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and not in good faith.11

Termination Without Cause or Resignation for Good Reason. The Company may terminate the Executive without Cause during the Contract Period by written notice to the Executive providing four weeks notice. The Executive may resign for Good Reason during the Contract Period upon four weeks' ’ written notice to the Company specifying facts and circumstances claimed to support the Good Reason. The Executive shall be entitled to give a Notice of Termination that his or her employment is being terminated for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good Reason. If the Company terminates the Executive's ’s employment during the Contract Period without Cause or if the Executive Resigns for Good Reason, the Company shall, subject to Section section 12 hereof: (a) Within a. within 20 business days of the termination of employment pay the Executive a lump sum severance payment in an amount equal to three (3.03) times years of Base Salary plus a Pro-rata Bonus Amount. b. the highest annual cash compensationCompany shall, consisting solely of salary and bonus, as well as any 401(k) deferral, paid to the Executive during any calendar year in each of the three calendar years immediately prior to the Change in Control; and (b) Continue to provide the Executive during the remainder of the Contract Period with health, hospitalization and medical insurance, as were provided at the time within 20 business days of the termination of his employment with the Company, at pay the Company's cost Executive a lump sum amount equal to one hundred percent (subject to standard deductibles and co-pays, and the Executive's continuing payment of his part 100%) of the premium of the life insurance coverage provided to a similarly situated active employee (based upon the coverage and rates in effect on the date the Executive terminates employment) for family coveragethe equivalent period of the lump sum severance payment (i.e. one (1) year or two (2) years); and c. the Company shall, if applicable)within 20 business days of the termination of employment with the Company, pay the Executive a lump sum amount equal to one hundred twenty-five percent (125%) of (A) the aggregate COBRA premium amounts (based upon COBRA rates then in effect) for the equivalent period of the lump sum payment (i.e. one (1) year or two (2) years) of the medical and dental coverage that was being provided to the Executive (and his spouse) at the time of termination of employment, minus (B) the aggregate amount of any employee contribution that would have been required of the Executive (determined as of the termination of employment) for such period. The Executive shall not have a duty to mitigate the damages suffered by him the Executive in connection with the termination by the Company of his the Executive’s employment without Cause or a resignation for Good Reason during the Contract Period. If the Company fails to pay the Executive the any lump sum amount amounts due him hereunder or to provide him with the health, hospitalization and medical insurance benefits due under this sectionExecutive hereunder, the Executive, after giving 10 days' ’ written notice to the Company identifying the Company's ’s failure, shall be entitled to recover from the Company all of his the Executive’s reasonable legal fees and expenses incurred in connection with his enforcement against the Company of the terms of this Agreement. The Executive shall be denied payment of his legal fees and expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and not in good faithcause.

Termination Without Cause or Resignation for Good Reason. The Company Employer may terminate the Executive without Cause during the Contract Period by upon four weeks’ prior written notice to the Executive providing four weeks notice. The Executive, and Executive may resign for Good Reason during the Contract Period upon four weeks' written notice to the Company specifying facts and circumstances claimed to support the Good Reason. The Executive shall be entitled to give a Notice of Termination that his or her employment is being terminated for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence but only in full accordance with the terms of an event stated to constitute Good Reasonthe third full paragraph of this Section 9. If the Company Employer terminates the Executive's ’s employment during the Contract Period without Cause or if Executive resigns during the Executive Resigns Contract Period for Good ReasonReason in full accordance with the terms of the third full paragraph of this Section 9, the Company Employer shall, subject to Executive’s full and timely tender of performance under Section 12 hereof: 14 of this Agreement, pay to Executive on that date which is ninety (a90) Within 20 business days of after the termination of his employment pay the Executive a lump sum severance payment in an amount equal to three two (3.02) times the highest annual cash compensation, consisting solely of including only salary and cash bonus, as well as any 401(k) deferral, paid to the Executive during any calendar year in each of the three calendar years immediately prior to the Change in Control; and Control (bthe “Lump Sum Payment”). If Employer has provided an automobile for Executive’s use and if (i) Continue to provide the Employer terminates Executive without Cause during the remainder term of this Agreement; (ii) Executive resigns with Good Reason during the term of this Agreement; or (iii) Employer terminates Executive’s employment under Section 7 of this Agreement by reason of Executive’s disability during the term of this Agreement, then Employer shall, for a stated purchase price of $1.00, transfer to Executive title to that automobile which Employer has, as of the Contract Period with healthdate of such termination of employment, hospitalization and medical insuranceprovided for Executive's use, as were provided which title shall, at the time of such transfer, be completely free and clear of any and all liens, encumbrances, claims and lease obligations. Executive acknowledges that the transfer to Executive of title to the automobile under the preceding sentence may generate employee compensation to Executive, and agrees that Employer may withhold from the Lump Sum Payment that amount which is necessary for Employer to fully satisfy its withholding obligations under federal and state law. Executive shall pay any sales tax liability, as well as any registration, documentation or title fees, associated with the transfer of title under this paragraph of this Section 9. Executive may not resign with Good Reason, and shall not be considered to have done so for any purpose of this Agreement, unless (i) Executive, within sixty (60) days of the initial existence of the act or failure to act by Employer which Executive believes to constitute “Good Reason” within the meaning of this Agreement, provides Employer with written notice which describes, in particular detail, the act or failure to act which Executive believes to constitute “Good Reason” and identifies the particular clause of Section 1d of this Agreement which Executive contends is applicable to such act or failure to act; (ii) Employer, within thirty (30) days of its receipt of such notice, fails or refuses to rescind such act or remedy such failure to act so as to eliminate “Good Reason” for the termination by Executive of his employment relationship with Employer, and (iii) Executive actually resigns from his employment with Employer on or before that date which is exactly six (6) calendar months after the initial existence of the act or failure to act by Employer which constitutes “Good Reason” within the meaning of this Agreement. If the requirements of the preceding sentence are not fully satisfied on a timely basis, then the resignation by Executive of his employment with Employer shall not be deemed to have been for “Good Reason”; he shall not be entitled to any of the Companybenefits to which he would have been entitled if he had resigned his employment with Employer for “Good Reason”; and, in particular, Employer shall not be required to pay any amount which would otherwise have been due to Executive under this Section 9 of this Agreement had Executive resigned with “Good Reason.” Employer and Executive acknowledge that any termination of Executive’s employment without Cause or resignation for Good Reason under this Section 9 of this Agreement is intended to qualify as a “Separation from Service” under Section 409A of the Internal Revenue Code and Treasury Regulation Section 1.409A-1(h). Executive and Employer agree that Executive will not, at any time subsequent to a termination without Cause or resignation for Good Reason under this Section 9 of this Agreement, as an employee or independent contractor, provide services to Employer or any affiliate of Employer at an annual rate which is more than twenty percent (20%) of the services rendered, on average, during the thirty six (36) full calendar months immediately preceding such termination without Cause or resignation for Good Reason under this Section 9 of this Agreement (or the full period for which Executive provided services to Employer (whether as an employee or as an independent contractor) if Executive has, at the Company's cost time of termination without Cause or resignation for Good Reason under this Section 9 of this Agreement, been providing services for a period of less than thirty six (subject to standard deductibles and co-pays, and the Executive's continuing payment of his part of the premium for family coverage, if applicable)36) months. The Executive shall not have a duty to mitigate the damages suffered by him in connection with the termination by the Company Employer of his employment without Cause or a resignation for Good Reason during the Contract Period. If the Company Employer fails to pay the Executive the lump sum amount due him hereunder Lump Sum Payment or to provide him with the health, hospitalization and medical insurance benefits due under this section, the Executive, after giving 10 ten (10) days' ’ written notice to the Company Employer identifying the Company's Employer’s failure, shall be entitled to recover from the Company Employer all of his reasonable legal fees and expenses incurred in connection with his enforcement against the Company Employer of the terms of this Agreement. The Employer agrees to pay such legal fees and expenses to Executive on demand. Executive shall be denied payment of his legal fees and expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and in bad faith. Notwithstanding any term of this paragraph to the contrary, if at such time as payment of the Lump Sum Payment would otherwise be due under this Section 9 of this Agreement Employer and Executive are opposing parties to any litigation, then (i) Employer need not tender payment to Executive of such Lump Sum Payment, or provide Executive with any other payment or benefit which would otherwise be made to or conferred upon Executive under this Agreement, until such time as such litigation is resolved with finality, and then only in accordance with the applicable terms of the resolution of such litigation, and (ii) Executive may not recover any legal fees from Employer under this paragraph of this Section 9, and may recover only such legal fees, if any, as are to be paid by Employer under the applicable terms of the resolution of such litigation. If, in accordance with and pursuant to this Section 9 of this Agreement, either (i) Employer terminates Executive without Cause or (ii) Executive resigns for Good Reason, in either case during the Contract Period (a “Benefits Continuation Event”), then Employer shall, for the remainder of the Contract Period (the “Continuing Coverage Period”), either provide Executive with continued benefits under, or defray the cost of continued benefits which are comparable to those provided by, those medical and dental benefit plans, life insurance plans, and disability insurance plans (the “Continuing Coverage Plans”) which are sponsored by Employer and in which Executive is a participant as of the date of the termination of Executive's employment. During the Continuing Coverage Period, Employer shall, if and only to the extent possible under the terms of such plans, continue Executive’s participation in the Continuing Coverage Plans for the Continuing Coverage Period, which continued participation shall be under all of the costs, terms and conditions that are applicable to or imposed upon employees of similar title to Executive, as such costs, terms and conditions may change from time to time during the remainder of the Continuing Coverage Period. To the extent that the terms of any of the Continuing Coverage Plans are such that the actual participation of Executive cannot be continued after a Benefits Continuation Event, then Employer shall, for the duration of the Continuing Coverage Period, provide Executive with a periodic payment, or periodic payments, in that amount or those amounts which Employer determines in the exercise of its reasonable discretion and in good faithfaith to be fully sufficient to defray the cost to Executive of participation in plans which provide benefits that are materially identical to those benefits provided by those Continuing Coverage Plans in which, by their terms, Executive cannot continue to participate subsequent to the termination of Executive's employment. Any such payment or payments shall be defined as Coverage Continuation Reimbursement Payments. Executive and Employer specifically agree that the reimbursement by Employer through the Continuing Coverage Period of the full monthly COBRA amount which would, in the absence of this Agreement, be charged to Executive for continuing coverage under the medical benefits plan sponsored by Employer, and in which Executive is a participant as of the termination of Executive's employment, shall constitute full tender of performance under this Agreement with respect to such medical benefits plan. All Coverage Continuation Reimbursement Payments shall be paid by Employer to Executive five (5) days prior to the date when the expense to be reimbursed is due and payable by Executive. If at any time during the Continuing Coverage Period, Executive becomes employed by another employer which provides one or more of the benefits provided under the Continuing Coverage Plans, then Employer shall, immediately and from the date when such benefits are made available to the Employee by the successor employer, be relieved of its obligation to provide such benefits, or Coverage Continuation Reimbursement Payments for such benefits, to the extent such benefits are duplicative of those which are provided to Executive by Executive’s new employer. Executive shall notify Employer at such time as Executive becomes employed by any successor employer, and shall provide Employer with such information pertaining to the employee benefit plans of the successor employer as is sufficient for Employer to reach a conclusion as to whether the preceding sentence is applicable. Any failure by Executive to provide such information to Employer on a timely basis shall give rise to a claim by Employer against Executive for (i) the entire aggregate cost of those benefits provided under the Continuing Coverage Plans and those Coverage Continuation Reimbursement Payments which Employer would not have been obligated to provide or tender had the information required under the preceding sentence been provided to Employer on a timely basis, and (ii) legal fees incurred by Employer in asserting a claim against Executive under this sentence.

Termination Without Cause or Resignation for Good Reason. The Company may terminate the Executive without Cause during the Contract Period Term by 20 days prior written notice to the Executive providing four weeks notice. The Executive, and the Executive may resign for Good Reason during the Contract Period Term upon four weeks' twenty (20) days prior written notice (the "Resignation Notice") to the Company specifying facts the Good Reason, provided, however, the Resignation Notice must be preceded by a written warning ("Warning Notice") from the Executive to the Company sent 25 days prior to the Resignation Notice, stating that Good Reason exists and circumstances claimed to support specifying the Good Reason. The Executive shall be entitled to give a Notice After the date of Termination that his or her employment is being terminated for the Executive's Warning Notice, the Company may cure the Good Reason at any time during within 20 days and, if it elects to do so, shall so notify the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good ReasonExecutive promptly. If the Company terminates the Executive's employment arrangement during the Contract Period Term without Cause or if the Executive Resigns for Good Reasonreason, the Company shall, subject to Section 12 hereof: (a) Within 20 business days of the termination of employment shall pay the Executive a lump sum severance payment in an amount ("Lump Sum Payment") equal to three (3.0) times the highest annual cash compensation, consisting solely of salary and bonus, as well as any 401(k) deferral, paid to the Executive during any calendar year in each of the three calendar years immediately prior to the Change in Control; and (b) Continue to provide the Executive during the remainder of the Contract Period with healthunpaid base compensation including all scheduled Base Fee through March 31, hospitalization 2015 and medical insurance, as were provided at the time of the termination of his employment with the Company, at the Company's cost (subject to standard deductibles and co-pays, and the Executive's continuing payment of his part of the premium for family coverage, if applicable). The Executive shall not have a duty to mitigate the damages suffered by him in connection with the termination by the Company of his employment without Cause anything previously earned or a resignation for Good Reason during the Contract Periodaccrued. If the Company fails to pay terminates the Executive under this provision with less than two years remaining but greater than one year remaining than the Company shall pay a lump sum amount equal to two (2) years of Base Fee. The Lump Sum Payment is in lieu of, and not in addition to, any severance or non-competition payment due him hereunder or to provide him with become due to the healthExecutive under any separate agreement or contract between the Executive and the Company or pursuant to any severance payment plan, hospitalization program or policy of the Company. As a condition to the receipt of the Lump Sum Payment, the Executive and medical insurance benefits due under this section, the Company must first each execute and deliver to the other party a bilateral mutual agreeable release releasing the Executive, after giving 10 days' written notice to the Company identifying and its affiliates, and the Company's failureofficers, shall be entitled to recover from managers, employees, Executives and agents of the Company and its affiliates, from any and all claims and from any and all causes of his reasonable legal fees and expenses incurred in connection with his enforcement against the Company action of the terms of this Agreement. The Executive shall be denied payment of his legal fees and expenses only if a court finds any kind or character that the Executive sought payment or Company may have arising out of the Executive's employment arrangement with the Company or the termination of such fees without reasonable cause and not in good faithemployment arrangement.

Termination Without Cause or Resignation for Good Reason. The Company may terminate the Executive without Cause during the Contract Period by written notice to the Executive providing four weeks notice. The Executive may resign for Good Reason during the Contract Period upon four weeks' ’ written notice to the Company specifying facts and circumstances claimed to support the Good Reason. The Executive shall be entitled to give a Notice of Termination that his or her employment is being terminated for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good Reason. If the Company terminates the Executive's ’s employment during the Contract Period without Cause or if the Executive Resigns for Good Reason, the Company shall, subject to Section section 12 hereof: (a) a. Within 20 business days of the termination of employment pay the Executive a lump sum severance payment in an amount equal to three to: (3.0) times the highest annual cash compensationi), consisting solely of salary and bonus, as well as any 401(k) deferral, paid to if the Executive during any calendar year in each has been continuously employed by the Bank for less than 6 full years but more than 3 years, then six (6) months of the three calendar years immediately prior to the Change in ControlBase Salary plus a Pro-rata Bonus Amount; and or (b) Continue to provide ii), if the Executive during has been continuously employed by the remainder Bank for 6 full years or more, one (1) year of Base Salary plus a Pro-rata Bonus Amount; b. the Contract Period with healthCompany shall, hospitalization and medical insurance, as were provided at the time within 20 business days of the termination of his employment with the Company, at pay the Company's cost Executive a lump sum amount equal to one hundred percent (subject to standard deductibles and co-pays, and the Executive's continuing payment of his part 100%) of the premium of the life insurance coverage provided to a similarly situated active employee (based upon the coverage and rates in effect on the date the Executive terminates employment) for family coveragethe equivalent period of the lump sum severance payment (i.e. one (1) year or two (2) years); and c. the Company shall, if applicable)within 20 business days of the termination of employment, pay the Executive a lump sum amount equal to one hundred twenty-five percent (125%) of (A) the aggregate COBRA premium amounts (based upon COBRA rates then in effect) for the equivalent period of the lump sum payment (i.e. six (6) months or one (1) year) of the medical and dental coverage that was being provided to the Executive (and his spouse) at the time of termination of employment with the Company, minus (B) the aggregate amount of any employee contribution that would have been required of the Executive (determined as of the termination of employment) for such period. The Executive shall not have a duty to mitigate the damages suffered by him the Executive in connection with the termination by the Company of his the Executive’s employment without Cause or a resignation for Good Reason during the Contract Period. If the Company fails to pay the Executive the any lump sum amount amounts due him hereunder or to provide him with the health, hospitalization and medical insurance benefits due under this sectionExecutive hereunder, the Executive, after giving 10 days' ’ written notice to the Company identifying the Company's ’s failure, shall be entitled to recover from the Company all of his the Executive’s reasonable legal fees and expenses incurred in connection with his the enforcement against the Company of the terms of this Agreement. The Executive shall be denied payment of his or her legal fees and expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and not in good faithcause.

Termination Without Cause or Resignation for Good Reason. The Company may terminate the Executive without Cause during the Contract Period by written notice to the Executive providing four weeks notice. The Executive may resign for Good Reason during the Contract Period upon four weeks' written notice to the Company specifying facts and circumstances claimed to support the Good Reason. The Executive shall be entitled to give a Notice of Termination that his or her employment is being terminated for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good Reason. If the Company terminates the Executive's employment during the Contract Period without Cause or if the Executive Resigns for Good Reason, the Company shall, subject to Section 12 hereof: (a) Within 20 business days of the termination of employment (as determined under Section 409A of the Internal Revenue Code) pay the Executive a lump sum severance payment in an amount equal to three (3.0) times the highest annual cash compensation, consisting solely of salary and bonus, as well as any 401(k) deferral, paid to the Executive during any calendar year in each of the three calendar years immediately prior to the Change in Control, along with any Gross-Up Payment due under Section 12 hereof for the calendar year of the termination; and (b) Continue to provide the Executive during the remainder of the Contract Period with health, hospitalization and medical insurance, as were provided at the time of the termination of his employment with the Company, at the Company's cost (subject to standard deductibles and co-pays, and the Executive's ’s continuing payment of his part of the premium for family coverage, if applicable). The Executive shall not have a duty to mitigate the damages suffered by him in connection with the termination by the Company of his employment without Cause or a resignation for Good Reason during the Contract Period. If the Company fails to pay the Executive the lump sum amount due him hereunder or the Gross-Up Payment due under Section 12 hereof, or to provide him with the health, hospitalization and medical insurance benefits due under this section, the Executive, after giving 10 days' written notice to the Company identifying the Company's failure, shall be entitled to recover from the Company all of his reasonable legal fees and expenses incurred in connection with his enforcement against the Company of the terms of this Agreement. The Executive shall be denied payment of his legal fees and expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and not in good faith.

Termination Without Cause or Resignation for Good Reason. 8.1 The Company may Board reserves the right to terminate the Employment Term and Executive from his then current position without Cause during the Contract Period by at any time upon at least thirty (30) days prior written notice to the Executive providing four weeks notice. The failure of the Board to elect Executive may as Chief Executive Officer during the annual election of officers shall also be deemed termination without Cause for purposes of this Agreement unless, before the election, the Board has sent written notice initiating termination for Cause as provided in Section 13.1 hereof, and Executive is thereafter terminated for Cause. Executive reserves the right to terminate the Employment Term and resign his position for Good Reason during (as defined in Section 13.2 herein) by giving the Contract Period upon four weeks' Company thirty (30) days written notice to which states the Company specifying facts and circumstances claimed to support the basis for such Good Reason. The Executive shall be entitled to give a Notice of Termination that . 8.2 Upon Executive’s termination without Cause or resignation from his or her employment is being terminated position for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good Reason. If the Company terminates the Executive's employment during the Contract Period without Cause or if the Executive Resigns for Good Reason, the Company shall, subject to as described in Section 12 hereof8.1 above: (a) Within 20 business The Company shall pay Executive, within thirty (30) days of the following his termination of employment employment, Executive’s accrued but unused vacation, unreimbursed business expenses and Base Salary through the date of termination (to the extent not theretofore paid) (the “Accrued Benefits”); (b) Subject to Executive executing and not revoking the release attached hereto as Exhibit B, the Company will pay Executive in approximately equal installments during the Executive twenty-four (24) month period following such termination (the “Severance Period”), a lump sum cash severance payment in an amount equal to three two (3.02) times multiplied by the highest annual cash compensationsum of (i) his Base Salary and (ii) target bonus as in effect on the date of termination (the “Severance Payment”). If applicable, consisting solely Executive will be entitled to receive the benefits set forth on Exhibit C hereto during the Severance Period. The installments of salary the Severance Payment will be paid to Executive in accordance with the Company’s customary payroll practices, and bonuswill commence on the first payroll date following the termination of Executive’s employment; provided, that, if, as well of the date of termination, Executive is a “specified employee” as any 401(kdefined in subsection (a)(2)(B)(i) deferralof Section 409A of the Code (“Specified Employee”), such payments will not commence until the first business day after the date that is six months following Executive’s “separation from service” within the meaning of subsection (a)(2)(A)(i) of Section 409A of the Code (the “Delayed Payment Date”) and, on the Delayed Payment Date, the Company will pay to Executive a lump sum equal to all amounts that would have been paid during the period of the delay if the delay were not required plus interest on such amount at a rate equal to the short-term applicable federal rate then in effect, and will thereafter continue to make payments in installments in accordance with this Section 8.2(b); (c) The Company will pay Executive during any calendar in cash, at the time of such termination an amount equal to his target bonus for the year pro rated based on the number of days in each the applicable bonus period preceding the date of Executive’s termination of employment; provided, however, that if, as of the three calendar years immediately prior date of termination pursuant to this Section 8.2, Executive is a Specified Employee, such amount shall be paid on the Delayed Payment Date (plus interest on such amount from the date of termination through the date of payment at a rate equal to the Change short-term applicable federal rate then in Controleffect). (d) Executive’s Escrow Agreement (if then in force) and Indemnification Agreement will continue in force (subject to amendment or termination in accordance with their terms); and (be) Continue to provide the Executive during the remainder of the Contract Period Executive’s Stock Options and Option Shares will be treated in accordance with health, hospitalization and medical insurance, as were provided at the time of the termination of his employment with the Company, at the Company's cost (subject to standard deductibles and co-pays, and the Executive's continuing payment of his part of the premium for family coverage, if applicable). The Executive shall not have a duty to mitigate the damages suffered by him in connection with the termination by the Company of his employment without Cause or a resignation for Good Reason during the Contract Period. If the Company fails to pay the Executive the lump sum amount due him hereunder or to provide him with the health, hospitalization and medical insurance benefits due under this section, the Executive, after giving 10 days' written notice to the Company identifying the Company's failure, shall be entitled to recover from the Company all of his reasonable legal fees and expenses incurred in connection with his enforcement against the Company of the terms of the Equity Agreements. Except as otherwise provided in this Agreement. The , and except for any vested benefits under any tax qualified pension plans of the Company and vested deferred compensation under any applicable deferred compensation plans, and continuation of health insurance benefits on the terms and to the extent required by Section 4980B of the Code and Section 601 of the Employee Retirement Income Security Act of 1974, as amended (which provisions are commonly known as “COBRA”), neither the Company nor Executive shall be denied payment of his legal fees and expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and not in good faithhave any additional obligations under this Agreement.

Termination Without Cause or Resignation for Good Reason. The Company may terminate the Executive without Cause during the Contract Period by written notice to the Executive providing four weeks notice. The Executive, or the Executive may resign for Good Reason during the Contract Period upon four weeks' ’ prior written notice to the Company specifying facts and circumstances claimed to support the Good Reason. The Executive shall be entitled to give a Notice of Termination that his or her employment is being terminated for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good Reason. If the Company terminates the Executive's ’s employment during the Contract Period without Cause or if the Executive Resigns resigns during the Contract Period for Good Reason, the Company shall, subject to Section 12 hereof: (a) Within within 20 business days of the Executive’s termination of employment employment, pay the Executive a lump sum severance payment in an amount equal to three (3.0) two times the highest annual cash compensation, consisting solely of including only salary and cash bonus, as well as any 401(k) deferral, paid to the Executive during any calendar year in each of the three calendar years immediately prior to the Change in Control; and Control (b) Continue to provide the Executive during “Lump Sum Payment”). During the remainder of the Contract Period Period, the Company also shall continue to provide the Executive with healthand pay for medical and hospital insurance, hospitalization disability insurance and medical life insurance, as were provided and paid for at the time of the termination of his employment with the Company; provided, that such insurance coverage shall be provided only to the extent permitted under the terms and conditions of the Company’s employee benefit plans. The Executive shall also have the right to purchase from the Company, at book value price, such automobile of the Company's cost (subject to standard deductibles and co-pays, and if any, as was used by the Executive's continuing payment Executive while employed by the Company; provided, that the Executive exercises such right within 10 days of his part termination of employment and completes the premium for family coverage, if applicable)purchase transaction within 30 days of his termination of employment. The Executive shall not have a duty to mitigate the damages suffered by him in connection with the termination by the Company of his employment without Cause or a resignation for Good Reason during the Contract Period. If The Lump Sum Payment is intended to be administered and interpreted in a manner such that it shall not be subject to “additional tax” within the meaning of Section 409A(a)(1)(B) of the Code. Notwithstanding any provision of this Agreement to the contrary, if and to the extent necessary to comply with the restriction in Section 409A(a)(2)(B) of the Code concerning payments to “specified employees,” the Lump Sum Payment shall be paid on the first business day of the seventh month following the Executive’s separation from service with the Company, and shall be paid together with interest accrued during the period of such restriction at a rate, per annum, equal to the applicable federal short-term rate (compounded monthly) in effect under Section 1274(d) of the Code on the date of termination. Notwithstanding provision of this Agreement to the contrary, the Executive shall not be considered to have terminated employment with the Company fails for purposes of this Section 9 unless he would be considered to pay have incurred a “termination of employment” from the Company within the meaning of Treasury Regulation §1.409A-1(h)(1)(ii). The Executive acknowledges that any tax liability incurred by the Executive under Section 409A of the lump sum amount due him hereunder or to provide him with Code is solely the health, hospitalization and medical insurance benefits due under this sectionresponsibility of the Executive. For purposes of the foregoing, the Executive, after giving 10 days' written notice to the Company identifying the Company's failure, ’s salary and cash bonus shall be entitled determined without regard to recover from any reductions to such amounts made at the Company all of his reasonable legal fees and expenses incurred in connection with his enforcement against the Company election of the terms Executive, including without limitation, reductions pursuant to any deferral election under a 401(k) plan or deferred compensation plan or arrangement or contributions made under a “cafeteria plan” within the meaning of this Agreement. The Executive shall be denied payment Section 125 of his legal fees and expenses only if a court finds that the Executive sought payment Internal Revenue Code of such fees without reasonable cause and not in good faith1986, as amended.

Termination Without Cause or Resignation for Good Reason. The Company Employer may terminate the Executive without Cause during the Contract Period by giving the Executive not less than four weeks’ prior written notice to the Executive providing four weeks notice. The Executive, and the Executive may resign for within 90 days of the occurrence of a Good Reason event during the Contract Period upon giving not less than four weeks' ’ prior written notice to the Company Employer specifying facts and circumstances claimed to support the Good Reason. The Executive shall be entitled to give a Notice of Termination that his or her employment is being terminated for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good Reason. If the Company Employer terminates the Executive's ’s employment during the Contract Period without Cause or if the Executive Resigns resigns for Good Reason, the Company Employer shall, subject to Section 12 hereof: (a) Within 20 business days within the notice period, but not later than the date of the termination of employment employment, pay the Executive a lump sum severance payment in an amount equal to three (3.0) 250% times the highest annual cash average of the annualized compensation, consisting solely comprised of annualized salary and bonus, as well as any 401(k) deferralcash incentive or bonus compensation, paid or accrued to the Executive during any calendar year in each the thirty-six month period (or such lesser number of the three calendar years months of actual employment) immediately prior to the Change in Control (the “Lump Sum Payment”). Notwithstanding the foregoing, any notice of resignation for Good Reason during the Contract Period furnished by the Executive to the Employer shall not be effective prior to the date that is three months following the date of the Change in Control; and (b) Continue , and the Executive shall continue to work through such three month period, unless the Employer shall agree in writing to an earlier effective date of such resignation. For a period of eighteen months following the effective date of such termination of employment following a Change in Control, whether resulting from without Cause initiated by the Employer or for Good Reason initiated by the Executive, the Employer shall continue to provide the Executive during with and pay the remainder of the Contract Period with healthapplicable premiums for medical and hospital insurance, hospitalization disability insurance and medical insurancelife insurance benefits, as were provided and paid for at the time of the termination of his employment with the CompanyEmployer; provided that, if at any time during such eighteen month period, the Company's cost (subject Executive becomes employed by another employer which provides one or more such benefits, the Employer shall, immediately and from the date when such benefits are made available to standard deductibles and co-paysthe Executive by the successor employer, and be relieved of its obligation to provide such benefits to the extent such benefits are duplicative of what is provided to the Executive by the Executive's continuing payment of his part of the premium for family coverage, if applicable)’s new employer. The Executive shall not have a duty to mitigate the damages suffered by him in connection with the termination by the Company Employer of his employment without Cause or a resignation for Good Reason during the Contract Period. If the Company Employer fails to pay the Executive the lump sum amount due him hereunder Lump Sum Payment or to provide him with the health, hospitalization and medical insurance benefits due under this section, the Executive, after giving 10 ten (10) days' ’ written notice to the Company Employer identifying the Company's Employer’s failure, shall be entitled to recover from the Company Employer all of his reasonable legal fees and expenses incurred in connection with his enforcement against the Company Employer of the terms of this Agreement. The Employer agrees to pay such legal fees and expenses to the Executive on demand. The Executive shall be denied payment of his legal fees and expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and in bad faith. Notwithstanding the foregoing, in the event that the Executive delivers written notice to the Employer of his or her termination of employment for Good Reason, the Employer will have a period of 30 calendar days during which the Employer may remedy the condition and not in good faithbe required to pay the amount due to the Executive under this Section 9 and such termination of employment shall not be effective.

Termination Without Cause or Resignation for Good Reason. The Company may terminate the Executive without Cause during the Contract Period by written notice to the Executive providing four weeks notice. The Executive, or the Executive may resign for Good Reason during the Contract Period upon four (4) weeks' ’ prior written notice to the Company specifying facts and circumstances claimed to support the Good Reason. The Executive shall be entitled to give a Notice of Termination that his or her employment is being terminated for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good Reason. If the Company terminates the Executive's ’s employment during the Contract Period without Cause or if the Executive Resigns resigns for Good Reason, the Company shall, subject to Section 12 hereof: no later than the twentieth (a20th) Within 20 business days of day following the Executive’s termination of employment employment, pay the Executive a lump sum severance payment in an amount equal to three two (3.02) times the highest annual cash compensation, consisting solely of including only salary and cash bonus, as well as any 401(k) deferral, paid to the Executive during any calendar year in each of the three (3) calendar years immediately prior to the Change in ControlControl (the “Lump Sum Payment”); and provided, however, that the Company shall not be in breach of this Agreement if such Lump Sum Payment is paid within twenty (b20) Continue business days following the Executive’s termination of employment; and provided, further, however, that if necessary to provide comply with Section 409A(a)(2)(B) of the Internal Revenue Code of 1986, as amended (the “Code”) concerning payments to “specified employees”, the Lump Sum Payment shall be paid on the first business day of the seventh month following the Executive’s termination of employment (or on death, if earlier), together with interest thereon during the period of such restriction at a rate, per annum, equal to the applicable federal short-term rate (compounded monthly) in effect under Section 1274(d) of the Code on the Executive’s date of termination of employment (the “Date of Termination”). The Executive shall be a “specified employee” for the 12-month period beginning on the first day of the fourth month following each “Identification Date” if he is a “key employee” (as defined in Section 416(i) of the Code without regard to Section 416(i)(5) thereof) of the Company at any time during the 12-month period ending on the “Identification Date.” For purposes of the foregoing, the Identification Date shall be December 31. During the remainder of the Contract Period Period, the Company also shall continue to provide the Executive with healthand pay for medical and hospital insurance, hospitalization disability insurance and medical life insurance, as were provided and paid for at the time of the termination of his employment with the Company. The Executive shall also have the right to purchase from the Company, at book value price, such automobile of the Company's cost (subject to standard deductibles and co-pays, and the Executive's continuing payment of his part of the premium for family coverage, if applicable)any, as was used by the Executive while employed by the Company. The Executive shall not have a duty to mitigate the damages suffered by him in connection with the termination by the Company of his employment without Cause or a resignation for Good Reason during the Contract Period. If Payment of any amounts under this Section shall be contingent upon Executive executing a general release of claims in favor of the Company fails Employer, its subsidiaries and affiliates, and their respective officers, directors, shareholders, partners, members, managers, agents or employees, which release shall be provided to pay the Executive within five (5) business days following the lump sum amount due him hereunder or to provide him with Date of Termination, and which must be executed by the health, hospitalization Executive and medical insurance benefits due become effective within thirty (30) days thereafter. Severance payments under this section, the Executive, Section that are contingent upon such release shall commence within ten (10) days after giving 10 days' written notice to the Company identifying the Company's failure, shall be entitled to recover from the Company all of his reasonable legal fees and expenses incurred in connection with his enforcement against the Company of the terms of this Agreement. The Executive shall be denied payment of his legal fees and expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and not in good faithrelease becomes effective.

Termination Without Cause or Resignation for Good Reason. The Company may terminate the Executive without Cause during the Contract Period by written notice to the Executive providing four weeks notice. The Executive may resign for Good Reason during the Contract Period upon four weeks' ’ written notice to the Company specifying facts and circumstances claimed to support the Good Reason. The Executive shall be entitled to give a Notice of Termination that his or her employment is being terminated for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good Reason. If the Company terminates the Executive's ’s employment during the Contract Period without Cause or if the Executive Resigns for Good ReasonReason during the Contract Period, the Company shall, subject to Section section 12 hereof: (a) Within a. within 20 business days of the termination of employment employment, pay the Executive a lump sum severance payment in an amount equal to three two (3.02) times the Executive’s highest annual cash compensationcompensation paid during or for a calendar year, consisting solely of salary and bonus, as well as in any 401(k) deferral, paid to the Executive during any calendar year in each of the three calendar years immediately prior to the Change in Change-in-Control, where annual compensation means (i) salary paid during a calendar year (including any 401(k) plan or DCP deferral) plus (ii) cash bonuses awarded to the Executive for such calendar year, regardless of when paid; and (b) Continue to provide b. within 20 business days of the termination of employment, pay the Executive during a lump sum amount equal two (2) times (A) the remainder of aggregate annual COBRA premium amounts (based upon COBRA rates then in effect) and annual dental coverage premium amounts, reflecting what was being provided to the Contract Period with health, hospitalization Executive (and medical insurance, as were provided his spouse and family) at the time of termination of employment, minus (B) the aggregate annual amount of any employee contribution that would have been required of the Executive (determined as of the termination of his employment with the Company, at the Company's cost (subject to standard deductibles and co-pays, and the Executive's continuing payment of his part of the premium for family coverage, if applicableemployment). 101569757.1 The Executive shall not have a duty to mitigate the damages suffered by him the Executive in connection with the termination by the Company of his the Executive’s employment without Cause or a resignation for Good Reason during the Contract Period. For the avoidance of doubt, amounts payable hereunder will not be reduced or offset by amounts or benefits earned by the Executive elsewhere. If the Company fails to pay the Executive the any lump sum amount due him hereunder amounts or to provide him with the health, hospitalization and medical insurance other benefits due under this sectionthe Executive hereunder, the Executive, after giving 10 days' ’ written notice to the Company identifying the Company's ’s failure, shall be entitled to recover from the Company on a monthly basis as incurred all of his the Executive’s reasonable legal fees and expenses incurred in connection with his enforcement against the Company of the terms of this Agreement. The Executive shall be denied payment of his legal fees and expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and not in good faith.

Termination Without Cause or Resignation for Good Reason. The Company Bank --------------------------------------------------------- may terminate the Executive without Cause during the Contract Period by four weeks' prior written notice to the Executive providing four weeks notice. The Executive, and the Executive may resign for Good Reason during the Contract Period upon four weeks' prior written notice to the Company Bank specifying facts and circumstances claimed to support the Good Reason. The Executive shall be entitled to give a Notice of Termination that his or her employment is being terminated for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good Reason. If the Company Bank terminates the Executive's employment during the Contract Period without Cause or if the Executive Resigns resigns for Good Reason, the Company Bank shall, subject to Section 12 hereof: within twenty (a20) Within 20 business days of the termination of employment employment, pay the Executive a lump sum severance payment in an amount equal to three two (3.02) times the highest annual cash compensation, consisting solely of including only salary and cash bonus, as well as any 401(k) deferral, paid to the Executive during any calendar year in each of the three calendar years immediately prior to the Change in Control; and Control (b) Continue to provide the Executive during "Lump Sum Payment"). During the remainder of the Contract Period Period, the Bank shall continue to provide the Executive with healthand pay for medical and hospital insurance, hospitalization disability insurance and medical life insurance, as were provided at and paid for in the time of the termination of his employment with the CompanyBank; provided that, if at any time during the Company's cost (subject remainder of the Contract Period, the Executive becomes employed by another employer which provides one or more such insurance benefits, the Bank shall thereafter be relieved of its obligation to standard deductibles and co-pays, and provide such insurance benefits to the extent such benefits are duplicative of what is provided to the Executive by the Executive's continuing payment new employer. The Bank shall also sell to the Executive for a purchase price of his part of $1.00 the premium for family coverageautomobile, if applicable)any, used by the Executive while employed by the Bank. The Executive shall not have a duty to mitigate the damages suffered by him in connection with the termination by the Company Bank of his employment without Cause or a resignation for Good Reason during the Contract Period. If the Company Bank fails to pay the Executive the lump sum amount due him hereunder Lump Sum Payment or to provide him with the health, hospitalization and medical insurance benefits due under this section, the Executive, after giving 10 ten (10) days' written notice to the Company Bank identifying the CompanyBank's failure, shall be entitled to recover from the Company Bank all of his reasonable legal fees and expenses incurred in connection with his enforcement against the Company Bank of the terms of this Agreement. The Bank agrees to pay such legal fees and expenses to the Executive on demand. The Executive shall be denied payment of his legal fees and expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and not in good bad faith.

Termination Without Cause or Resignation for Good Reason. The Company may terminate the Executive without Cause during the Contract Period by written notice to the Executive providing four weeks notice. The Executive, or the Executive may resign for Good Reason during the Contract Period upon four weeks' prior written notice to the Company specifying facts and circumstances claimed to support the Good Reason. The Executive shall be entitled to give a Notice of Termination that his or her employment is being terminated for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good Reason. If the Company terminates the Executive's employment during the Contract Period without Cause or if the Executive Resigns resigns during the Contract Period for Good Reason, the Company shall, subject to Section 12 hereof: (a) Within within 20 business days of the Executive's termination of employment employment, pay the Executive a lump sum severance payment in an amount equal to three (3.0) two times the highest annual cash compensation, consisting solely of including only salary and cash bonus, as well as any 401(k) deferral, paid to the Executive during any calendar year in each of the three calendar years immediately prior to the Change in Control; and Control (b) Continue to provide the Executive during "Lump Sum Payment"). During the remainder of the Contract Period Period, the Company also shall continue to provide the Executive with healthand pay for medical and hospital insurance, hospitalization disability insurance and medical life insurance, as were provided and paid for at the time of the termination of his her employment with the Company; provided, at that such insurance coverage shall be provided only to the extent permitted under the terms and conditions of the Company's cost (subject employee benefit plans. The Executive shall also have the right to standard deductibles and co-payspurchase from the Company, and the Executive's continuing payment of his part at book value price, such automobile of the premium for family coverageCompany, if applicable)any, as was used by the Executive while employed by the Company; provided, that the Executive exercises such right within 10 days of her termination of employment and completes the purchase transaction within 30 days of her termination of employment. The Executive shall not have a duty to mitigate the damages suffered by him her in connection with the termination by the Company of his her employment without Cause or a resignation for Good Reason during the Contract Period. If The Lump Sum Payment is intended to be administered and interpreted in a manner such that it shall not be subject to “additional tax” within the meaning of Section 409A(a)(1)(B) of the Code. Notwithstanding any provision of this Agreement to the contrary, if and to the extent necessary to comply with the restriction in Section 409A(a)(2)(B) of the Code concerning payments to “specified employees,” the Lump Sum Payment shall be paid on the first business day of the seventh month following the Executive's separation from service with the Company, and shall be paid together with interest accrued during the period of such restriction at a rate, per annum, equal to the applicable federal short-term rate (compounded monthly) in effect under Section 1274(d) of the Code on the date of termination. Notwithstanding provision of this Agreement to the contrary, the Executive shall not be considered to have terminated employment with the Company fails for purposes of this Section 9 unless she would be considered to pay have incurred a “termination of employment” from the Company within the meaning of Treasury Regulation §1.409A-1(h)(1)(ii). The Executive acknowledges that any tax liability incurred by the Executive under Section 409A of the lump sum amount due him hereunder or to provide him with Code is solely the health, hospitalization and medical insurance benefits due under this sectionresponsibility of the Executive. For purposes of the foregoing, the Executive, after giving 10 days' written notice to the Company identifying the Company's failure, ’s salary and cash bonus shall be entitled determined without regard to recover from any reductions to such amounts made at the Company all of his reasonable legal fees and expenses incurred in connection with his enforcement against the Company election of the terms Executive, including without limitation, reductions pursuant to any deferral election under a 401(k) plan or deferred compensation plan or arrangement or contributions made under a “cafeteria plan” within the meaning of this Agreement. The Executive shall be denied payment Section 125 of his legal fees and expenses only if a court finds that the Executive sought payment Internal Revenue Code of such fees without reasonable cause and not in good faith1986, as amended.

Termination Without Cause or Resignation for Good Reason. The Company may terminate the Executive without Cause during the Contract Period by written notice to the Executive providing four weeks notice. The Executive may resign for Good Reason during the Contract Period upon four weeks' weeks written notice to the Company specifying the facts and circumstances claimed to support the Good Reason. The Executive shall be entitled to give a Notice of Termination that his or her employment is being terminated for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good Reason. If during the Contract Period the Company terminates the Executive's ’s employment during the Contract Period without Cause or if the Executive Resigns for Good Reason, then the Executive shall be entitled to the following: (i) the Company shall, subject to Section 12 hereof: (a) Within shall within 20 business days of the termination of employment pay the Executive a lump sum severance payment in an amount equal to three (3.0) times the Executive’s highest annual cash compensation, consisting solely of salary and bonus, as well as any 401(k) deferral, compensation paid to the Executive during any or for a calendar year in each any of the three calendar years immediately prior to the Change in Control; and , where annual compensation means salary paid during a calendar year (bincluding any 401(k) Continue plan deferral) plus cash bonuses awarded to provide the Executive for that calendar year, regardless of when paid; (ii) the Company shall credit Executive under the BEP immediately upon termination with additional years of credited service as if he had continued to work for the Company for three years after the date of termination, the benefit plans covered thereby had remained the same during such period, and the remainder BEP was not changed or modified after the Change in Control or otherwise during such period;” (iii) the Company shall, within 20 business days of the Contract Period with termination of employment, pay the Executive a lump sum amount equal to one hundred twenty-five percent (125%) of (A) the aggregate COBRA premium amounts (based upon COBRA rates then in effect) for three (3) years of the health, hospitalization and medical insurance, as were insurance coverage that was being provided to the Executive (and his spouse) at the time of termination of employment, minus (B) the aggregate amount of any employee contribution that would have been required of the Executive (determined as of the termination of his employment) for such three (3) year period; and (iv) the Company shall, within 20 business days of the termination of employment with the Company, at pay the Executive a lump sum amount equal to one hundred percent (125%) of the Company's cost (subject to standard deductibles and co-pays, and the Executive's continuing payment of his part ’s share of the premium for family coverage, if applicablethree (3) years of the life insurance coverage provided to a similarly situated active employee (based upon the coverage and rates in effect on the date the Executive terminates employment). The Executive shall not have a duty to mitigate the damages suffered by him in connection with the termination by the Company of his employment without Cause or a resignation for Good Reason during the Contract Period. If the Company fails to pay the Executive the any lump sum amount amounts due him hereunder or to provide him with the health, hospitalization and medical insurance BEP benefits due under this sectionsection or the payments under Section 12, the Executive, after giving 10 days' ’ written notice to the Company identifying the Company's ’s failure, shall be entitled to recover from the Company on a monthly basis as incurred all of his reasonable legal fees and expenses incurred in connection with his enforcement against the Company of the terms of this Agreement. The Executive shall be denied payment of his legal fees and expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and not in good faith.

Termination Without Cause or Resignation for Good Reason. The Company may terminate the Executive without Cause during the Contract Period by written notice to the Executive providing four weeks notice. The Executive may resign for Good Reason during the Contract Period upon four weeks' weeks written notice to the Company specifying the facts and circumstances claimed to support the Good Reason. The Executive shall be entitled to give a Notice of Termination that his or her employment is being terminated for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good Reason. If during the Contract Period the Company terminates the Executive's employment during the Contract Period without Cause or if the Executive Resigns for Good Reason, then the Executive shall be entitled to the following: (i) (subject to the possible age related reduction in the next sentence) the Company shall, subject to Section 12 hereof: (a) Within shall within 20 business days of the termination of employment pay the Executive a lump sum severance payment in an amount equal to three (3.0) times the sum of the highest annual cash compensation, consisting solely of salary and bonus, as well as (including any 401(k) plan deferral) and the highest bonus, paid to (or in the case of bonus accrued for) the Executive during any calendar year in each of the three seven calendar years immediately prior to the Change in Control; and (bii) Continue the Company shall continue to provide the Executive during and his spouse for a period of three years after termination (but not beyond the remainder of the Contract Period date Executive reaches age 67) with health, hospitalization hospitalization, medical and medical dental insurance, as well as life and disability insurance, as were provided at the time of the termination of his employment with the Company, at the Company's cost (subject to standard payment by the Executive of the same contribution amount and deductibles and co-paysas Executive previously paid); (iii) the Company shall credit Executive under the BEP immediately upon termination with additional years of credited service as if he had continued to work for the Company for three years after the date of termination (but not beyond the date the Executive reaches age 67), the benefit plans covered thereby had remained the same during such period, and the Executive's continuing payment of his part BEP was not changed or modified after the Change in Control or otherwise during such period. After the Executive has reached age 64, the "three" times referred to in clause (i) of the premium for family coverage, if applicable)previous sentence shall be reduced to a number equal to the quotient (rounded to the nearest thousand) the numerator of which is the whole number of months left until the Executive reaches age 67 and the denominator of which is 12. The Executive shall not have a duty to mitigate the damages suffered by him in connection with the termination by the Company of his employment without Cause or a resignation for Good Reason during the Contract Period. If the Company fails to pay the Executive the lump sum amount due him hereunder or to provide him with the health, hospitalization and medical insurance insurance, life disability or BEP benefits due under this sectionsection or the payments under Section 12, the Executive, after giving 10 days' written notice to the Company identifying the Company's failure, shall be entitled to recover from the Company on a monthly basis as incurred all of his reasonable legal fees and expenses incurred in connection with his enforcement against the Company of the terms of this Agreement. The Executive shall be denied payment of his legal fees and expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and not in good faith.

Termination Without Cause or Resignation for Good Reason. 6.1 The Company may Board reserves the right to terminate the Executive from his then current position without Cause during the Contract Period by cause at any time upon at least three months prior written notice to the Executive providing four weeks notice. The failure of the Board to elect Executive may as Chairman of the Board and Chief Executive Officer during the annual election of officers shall also be deemed termination without cause for purposes of this Agreement unless, before the election, the Board has sent the written notice initiating termination for Cause as provided in paragraph 11.1, and Executive is thereafter terminated for Cause. Executive reserves the right to resign his position for Good Reason during (as defined in paragraph 11.2 herein) by giving the Contract Period upon four weeks' Company 30 days written notice to which states the Company specifying facts and circumstances claimed to support the reason for his resignation. For purposes of this Agreement, Good Reason. The Executive shall be entitled to give a Notice of Termination Reason does not include changes that are expressly permitted by this Agreement. 6.2 Upon Executive's termination without cause or resignation from his or her employment is being terminated position for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good Reason. If the Company terminates the Executive's employment during the Contract Period without Cause or if the Executive Resigns for Good Reason, the Company shall, subject to Section 12 hereofas described in paragraph 6.1 above: (a) Within 20 business days Executive will continue in employee status as a consultant-employee for two years beginning on the date of such termination without cause or resignation for Good Reason (the "Transition Period"). His stock options and any restricted stock will continue in force for vesting purposes during the Transition Period. Any unvested stock options and unvested shares of restricted stock that do not vest before the expiration of the termination of employment pay Transition Period will be forfeited. If a Change in Control as defined in the Executive's Severance Agreement occurs during the Transition Period, all unvested stock options and TARSAP will vest. Executive a lump sum severance payment in an amount equal to three also shall be entitled: (3.0i) times the highest annual cash compensation, consisting solely of salary and bonus, as well as any 401(k) deferral, paid to the bonus Executive during any calendar has earned but for which he has not been paid for the year in each of the three calendar years immediately prior to the Change year in Controlwhich he is terminated without cause or in which he resigns his position for Good Reason; andand (ii) to a prorated bonus for the year in which he is terminated without cause or in which he resigns for Good Reason. (b) Continue to provide the Executive during the remainder of the Contract Period with health, hospitalization and medical insurance, as were provided will become vested at the time retirement rate under the EDCP on the date of such termination without cause or resignation for Good Reason. (c) Executive will continue to receive his then-current salary rate and the termination of his employment with the Company, at right to participate in the Company's cost benefit plans during the Transition Period, but, except as otherwise provided in subsection (subject to standard deductibles and coa) above, he no longer will be eligible for bonus, stock option or restricted stock grants or any other long-pays, and term incentive awards then in effect. (d) After the Executive's continuing payment of his part expiration of the premium for family coverageTransition period, if applicable). The Executive shall not have a duty to mitigate the damages suffered by him in connection with the termination by the Company of his employment without Cause or a resignation for Good Reason during the Contract Period. If the Company fails to pay the Executive the lump sum amount due him hereunder or to provide him with the health, hospitalization and medical insurance benefits due under this section, the Executive, after giving 10 days' written notice to the Company identifying the Company's failure, shall will be entitled to recover from the Company all of his reasonable legal fees and expenses incurred lifetime group insurance benefits described in connection with his enforcement against the Company of the terms of this Agreement. The Executive shall be denied payment of his legal fees and expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and not in good faithparagraph 5.2.

Termination Without Cause or Resignation for Good Reason. The Company may terminate the Executive without Cause during the Contract Period by written notice to the Executive providing four weeks notice. The Executive may resign for Good Reason during the Contract Period upon four weeks' ’ written notice to the Company specifying facts and circumstances claimed to support the Good Reason. The Executive shall be entitled to give a Notice of Termination that his or her their employment is being terminated for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good Reason. If the Company terminates the Executive's ’s employment during the Contract Period without Cause or if the Executive Resigns for Good Reason, the Company shall, subject to Section section 12 hereof: (a) a. Within 20 business days of the termination of employment pay the Executive a lump sum severance payment in an amount equal to three to: (3.0) times the highest annual cash compensationi), consisting solely of salary and bonus, as well as any 401(k) deferral, paid to if the Executive during any calendar has been continuously employed by the Bank for 6 full years or more, one (1) year in each of Base Salary plus a Pro-rata Bonus Amount or (ii), if the three calendar Executive has been continuously employed by the Bank for less than 6 full years immediately prior to the Change in Controlbut more than 3 years, then six (6) months of Base Salary plus a Pro-rata Bonus Amount; and (b) b. Continue to provide the Executive during with medical, dental and life insurance for the remainder period equal to the equivalent of the Contract Period with health, hospitalization and medical insurance, lump sum payment (e.g. 6 months or 1 year) as were provided at the time of the termination of his their employment with the Company, at the Company's cost ’s cost. Upon expiration of benefit coverages, full COBRA benefits (subject 18 months) will be made available to standard deductibles and co-pays, and the Executive's continuing payment of his part of the premium for family coverage, if applicable). The Executive shall not have a duty to mitigate the damages suffered by him in connection with the termination by the Company of his their employment without Cause or a resignation for Good Reason during the Contract Period. If the Company fails to pay the Executive the lump sum amount due him hereunder or to provide him with the health, hospitalization and medical insurance benefits due under this section, the Executive, after giving 10 days' ’ written notice to the Company identifying the Company's ’s failure, shall be entitled to recover from the Company all of his their reasonable legal fees and expenses incurred in connection with his their enforcement against the Company of the terms of this Agreement. The Executive shall be denied payment of his their legal fees and expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and not in good faithcause.

Termination Without Cause or Resignation for Good Reason. The -------------------------------------------------------- Company may terminate the Executive without Cause during the Contract Period by written notice to the Executive providing four weeks notice. The Executive may resign for Good Reason during the Contract Period upon four weeks' written notice to the Company specifying facts and circumstances claimed to support the Good Reason. The Executive shall be entitled to give a Notice of Termination that his or her employment is being terminated for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good Reason. If the Company terminates the Executive's employment during the Contract Period without Cause or if the Executive Resigns for Good Reason, the Company shall, subject to Section section 12 hereof: (a) a. Within 20 business days of the termination of employment pay the Executive a lump sum severance payment in an amount equal to three to: (3.0) times the highest annual cash compensationi), consisting solely of salary and bonus, as well as any 401(k) deferral, paid to if the Executive during any calendar has been continuously employed by the Bank for 6 full years or more, two (2) years of Base Salary plus a Pro-rata Bonus Amount or (ii), if the Executive has been continuously employed by the Bank for less than 6 full years but more than three years, then one (1) year in each of the three calendar years immediately prior to the Change in ControlBase Salary plus a Pro-rata Bonus Amount; and (b) b. Continue to provide the Executive during with medical, dental and life insurance for the remainder of period equal to the Contract Period with health, hospitalization and medical insurance, equivalent lump sum payment (e.g. 1 or 2 years) as were provided at the time of the termination of his employment with the Company, at the Company's cost cost. Upon expiration of benefit coverages, full COBRA benefits (subject 18 months) will be made available to standard deductibles and co-pays, and the Executive's continuing payment of his part of the premium for family coverage, if applicable). The Executive shall not have a duty to mitigate the damages suffered by him in connection with the termination by the Company of his employment without Cause or a resignation for Good Reason during the Contract Period. If the Company fails to pay the Executive the lump sum amount due him hereunder or to provide him with the health, hospitalization and medical insurance benefits due under this section, the Executive, after giving 10 days' written notice to the Company identifying the Company's failure, shall be entitled to recover from the Company all of his reasonable legal fees and expenses incurred in connection with his enforcement against the Company of the terms of this Agreement. The Executive shall be denied payment of his legal fees and expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and not in good faithcause.

Termination Without Cause or Resignation for Good Reason. The Company may terminate the Executive without Cause during the Contract Period by written notice to the Executive providing four weeks notice. The Executive may resign for Good Reason during the Contract Period upon four weeks' written notice to the Company specifying facts and circumstances claimed to support the Good Reason. The Executive shall be entitled to give a Notice of Termination that his or her employment is being terminated for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good Reason. If the Company terminates the Executive's employment during the Contract Period discharges Executive without Cause or if the Executive Resigns resigns from employment for Good Reason, the Company shall, subject to Section 12 hereof: (a) Within 20 business days of the termination of employment will pay the Executive a lump sum severance payment in an amount equal to three one (3.01) times the highest annual cash compensation, consisting solely of salary and bonus, Annual Base Salary as well as any 401(k) deferral, paid to the Executive during any calendar year in each of the three calendar years effect immediately prior to termination of employment (without regard to any reduction thereto constituting “Good Reason”). Subject to Section 8(h), such payment will be made within 30 days following Executive’s termination of employment. In addition, if the Change Company discharges Executive without Cause or if Executive resigns from employment for Good Reason, the Company will (i) provide to Executive a prorated annual bonus for the fiscal year in Controlwhich Executive’s termination occurs (the “Pro Rata Bonus”), such Pro Rata Bonus to be determined by reference to the bonus that Executive would have earned based on actual performance for the relevant fiscal year had Executive’s employment not terminated, with the resulting amount pro-rated to reflect the number of days elapsed in the fiscal year, through and including the date on which Executive’s termination of employment occurs and (ii) for twelve (12) months following Executive’s termination of employment, continue to provide to Executive and/or Executive’s dependents the health insurance benefits that were provided to them immediately prior to Executive’s termination of employment (taking into account any required employee contributions, co-payments and similar costs imposed on Executive) (the “Continuation Benefits”); and (b) Continue provided, however, that the Company’s obligation to provide the Continuation Benefits shall end at such time as Executive during the remainder of the Contract Period with health, hospitalization and medical insurance, as were provided at the time of the termination of his employment with the Company, at the Company's cost (subject to standard deductibles and co-pays, and the Executive's continuing payment of his part of the premium for family coverage, if applicable). The Executive shall not have a duty to mitigate the damages suffered by him obtains health insurance benefits through another employer or otherwise in connection with rendering services for a third party. The parties agree to cooperate such that the termination by Continuation Benefits are, to the extent practicable, provided in a manner so as to minimize adverse tax consequences to the Company under Section 4980D of his employment without Cause or a resignation for Good Reason during the Contract PeriodCode. If the Company fails discharges Executive without Cause or if Executive resigns from employment for Good Reason, in either case on or following the first anniversary of the Effective Date, a pro-rated portion of the Initial RSU shall vest, calculated to pay reflect the Executive number of days elapsed in the lump sum amount due him hereunder or to provide him vesting period through the date of termination. Any unvested portion of the Initial RSU that does not vest in accordance with the health, hospitalization and medical insurance benefits due under this section, previous sentence shall be forfeited (which shall include the entire Initial RSU grant if Executive, after giving 10 days' written notice ’s termination occurs prior to the Company identifying the Company's failure, shall be entitled to recover from the Company all of his reasonable legal fees and expenses incurred in connection with his enforcement against the Company first anniversary of the terms Effective Date). Executive will continue to be bound by all provisions of this Agreement. The Executive shall be denied payment Agreement that survive termination of his legal fees and expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and not in good faithemployment.

Termination Without Cause or Resignation for Good Reason. The Company may terminate the Executive without Cause during the Contract Period by written notice to the Executive providing four weeks thirty (30) days’ notice. The Executive may resign for Good Reason during the Contract Period upon four weeks' thirty (30) days’ written notice to in accordance with the Company specifying facts and circumstances claimed to support the Good Reason. The Executive shall be entitled to give a Notice requirements of Termination that his or her employment is being terminated for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good ReasonSection 1(e). If the Company terminates the Executive's ’s employment during the Contract Period without Cause or if the Executive Resigns for Good Reason, the Company shallshall pay the Executive the severance amounts set forth in this Section 9 below, subject to Section 12 hereof: (ai) Within 20 business days the Executive’s execution and non-revocation of a written release of all claims against the Company and all related parties with respect to all matters arising out of the Executive’s employment by the Company, or the termination of employment pay thereof, substantially in the form attached hereto as Exhibit A (the “Release”), and (ii) the Executive’s continued compliance with the restrictive covenants referenced in Section 11 below. a. The Executive shall receive a lump sum cash severance payment in an amount equal to three (3.0A) 2.0 times the highest Executive’s annual cash compensation, consisting solely of salary and bonus, as well as any 401(k) deferral, paid to Base Salary at the Executive during any calendar year rate in each of the three calendar years immediately prior to the Change in Control; and (b) Continue to provide the Executive during the remainder of the Contract Period with health, hospitalization and medical insurance, as were provided effect at the time of the Executive’s termination, plus (B) 2.0 times the greater of (i) the Executive’s average annual bonus paid by the Company to the Executive for the three (3) fiscal years preceding the fiscal year in which the Executive’s termination of his employment with occurs, or (ii) the annual bonus paid by the Company to the Executive for the last completed fiscal year. The severance amount shall be paid in a lump sum within thirty (30) days of the Executive’s Termination of Employment. b. Provided that the Executive is eligible for and timely elects COBRA continuation coverage, during the 18-month period following the Executive’s termination date, the Company shall reimburse the Executive for the monthly COBRA cost of continued coverage for the Executive, and, where applicable, his/her spouse and dependents, paid by the Executive under the Company’s group health plan pursuant to Section 4980B of the Code, at less the Company's cost amount that the Executive would be required to contribute for such health coverage if the Executive were an active employee of the Company (subject the “Monthly COBRA Costs”). Notwithstanding the foregoing, the Company reserves the right to standard deductibles and co-pays, and restructure the foregoing continued coverage arrangement in any manner reasonably necessary or appropriate to avoid penalties or negative tax consequences to the Company or the Executive's continuing payment of his part of , as determined by the premium for family coverage, if applicable). Company in its sole and absolute discretion. c. The Executive shall not have a duty to mitigate the damages suffered by him in connection with the termination by the Company of his his/her employment without Cause or a resignation for Good Reason during the Contract Period. If . d. Notwithstanding anything contained herein to the Company fails to pay contrary, upon termination of the Executive the lump sum amount due him hereunder or to provide him with the health, hospitalization and medical insurance benefits due under this sectionExecutive’s employment for any reason, the Executive, after giving 10 days' written notice to the Company identifying the Company's failure, shall be entitled to recover from the Company all of his reasonable legal fees and expenses incurred in connection with his enforcement against the Company of the terms of this Agreement. The Executive shall be denied payment deemed to have automatically resigned from all positions, including as an officer and, if applicable, as a director or member of his legal fees the Board and expenses only if a court finds that any committees thereof, or the Executive sought payment board of such fees without reasonable cause and not in good faithdirectors or committees of any of the Company’s subsidiaries or affiliates or any other fiduciary positions with the Company or its subsidiaries or affiliates.

Termination Without Cause or Resignation for Good Reason. The Company may terminate the Executive without Cause during the Contract Period by written notice to the Executive providing four weeks notice. The Executive may resign for Good Reason during the Contract Period upon four weeks' weeks written notice to the Company specifying the facts and circumstances claimed to support the Good Reason. The Executive shall be entitled to give a Notice of Termination that his or her employment is being terminated for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good Reason. If during the Contract Period the Company terminates the Executive's ’s employment during the Contract Period without Cause or if the Executive Resigns for Good Reason, then the Executive shall be entitled to the following: (i) the Company shall, subject to Section 12 hereof: (a) Within shall within 20 business days of the termination of employment pay the Executive a lump sum severance payment in an amount equal to three (3.0) times the highest annual cash compensation, consisting solely of salary (including any 401(k) plan deferral) and bonus, as well as any 401(k) deferral, paid to (or in the case of bonus accrued for) the Executive during any calendar year in each of the three calendar years immediately prior to the Change in Control; and (bii) Continue the Company shall credit Executive under the BEP immediately upon termination with additional years of credited service as if he had continued to provide work for the Company for eight years after the date of termination (but not beyond the date the Executive reaches a total of 35 years of credited service), the benefit plans covered thereby had remained the same during such period, and the remainder BEP was not changed or modified after the Change in Control or otherwise during such period and the Company shall deem the Executive to have met the Rule of 80 for purposes of receiving an unreduced retirement benefit after reaching age 55 for the purpose of calculating his retirement benefit for the BEP if he retires and commences benefit payments before age 65 (notwithstanding the foregoing, the Company may defer commencement of the Contract Period Executive’s retirement benefit under the BEP for a period of six months if necessary to comply with Section 409A of the Code); (iii) the Company shall, within 20 business days of the termination of employment, pay the Executive a lump sum amount equal to one hundred twenty-five percent (125%) of (A) the aggregate COBRA premium amounts (based upon COBRA rates then in effect) for three (3) years of the health, hospitalization and medical insurance, as were insurance coverage that was being provided to the Executive (and his spouse) at the time of termination of employment, minus (B) the aggregate amount of any employee contribution that would have been required of the Executive (determined as of the termination of his employment) for such three (3) year period; and (iv) the Company shall, within 20 business days of the termination of employment with the Company, at pay the Executive a lump sum amount equal to one hundred twenty-five percent (125%) of the Company's cost (subject to standard deductibles and co-pays, and the Executive's continuing payment of his part ’s share of the premium for family coverage, if applicablethree (3) years of the life insurance coverage provided to a similarly situated active employee (based upon the coverage and rates in effect on the date the Executive terminates employment). The Executive shall not have a duty to mitigate the damages suffered by him in connection with the termination by the Company of his employment without Cause or a resignation for Good Reason during the Contract Period. If the Company fails to pay the Executive the any lump sum amount amounts due him hereunder or to provide him with the health, hospitalization and medical insurance BEP benefits due under this sectionsection or the payments under Section 12, the Executive, after giving 10 days' ’ written notice to the Company identifying the Company's ’s failure, shall be entitled to recover from the Company on a monthly basis as incurred all of his reasonable legal fees and expenses incurred in connection with his enforcement against the Company of the terms of this Agreement. The Executive shall be denied payment of his legal fees and expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and not in good faith.

Termination Without Cause or Resignation for Good Reason. The Company may terminate the Executive without Cause during the Contract Period by written notice to the Executive providing four weeks notice. The Executive may resign for Good Reason during the Contract Period upon four weeks' ’ written notice to the Company specifying facts and circumstances claimed to support the Good Reason. The Executive shall be entitled to give a Notice of Termination that his or her employment is being terminated for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good Reason. If the Company terminates the Executive's ’s employment during the Contract Period without Cause or if the Executive Resigns for Good Reason, the Company shall, subject to Section section 12 hereof: (a) : a. Within 20 business days of the termination of employment pay the Executive a lump sum severance payment in an amount equal to three (3.03) times the highest annual cash compensation, consisting solely of salary and bonus, as well as any 401(k) deferral, paid Executive’s Base Salary (subject to the Executive during any calendar year possible age related reduction in each of the three calendar years immediately prior to the Change in Controlnext sentence); and (b) and b. Continue to provide the Executive during the remainder of the Contract Period with health, hospitalization and medical insurance, as were provided at the time of the termination of his employment with the Company, at the Company's cost ’s cost. After the Executive has reached age 62, the “three times” referred to in clause (subject a) of the previous sentence shall be reduced to standard deductibles and co-pays, a number multiplier equal to the quotient (rounded to the nearest thousand) the numerator of which is the whole number of months left until the Executive reaches age 65 and the Executive's continuing payment denominator of his part of the premium for family coverage, if applicable)which is 12. The Executive shall not have a duty to mitigate the damages suffered by him in connection with the termination by the Company of his employment without Cause or a resignation for Good Reason during the Contract Period. If the Company fails to pay the Executive the lump sum amount due him hereunder or to provide him with the health, hospitalization and medical insurance benefits due under this section, the Executive, after giving 10 days' ’ written notice to the Company identifying the Company's ’s failure, shall be entitled to recover from the Company all of his reasonable legal fees and expenses incurred in connection with his enforcement against the Company of the terms of this Agreement. The Executive shall be denied payment of his legal fees and expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and not in good faithcause.

Termination Without Cause or Resignation for Good Reason. The Company may terminate the Executive without Cause during the Contract Period by written notice to the Executive providing four weeks notice. The Executive may resign for Good Reason during the Contract Period upon four weeks' written notice to the Company specifying facts and circumstances claimed to support the Good Reason. The Executive shall be entitled to give a Notice of Termination that his or her If Executive’s employment is being terminated for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good Reason. If the Company terminates the Executive's employment during the Contract Period without Cause “Cause” or if the Executive Resigns resigns for Good Reason, then the Company shallshall continue to pay Executive his base salary (less all applicable federal, subject to state and/or local taxes and other authorized payroll deductions) in accordance with the Company’s normal payroll practices, as set forth in Section 5.1, plus the cost of health care and the car allowance, each as set forth in Section 5.3 (collectively, “severance”), in accordance with the following schedule: Termination within the first 12 hereof: months of this Agreement 6 months’ severance. Termination within the second 12 months of this Agreement 12 months’ severance. Termination after the second 12 months of this Agreement 18 months’ severance. The Company shall reimburse the Executive for the Executive’s health care costs on the tenth (a10th) Within 20 business days day of the termination of employment month immediately following the month in which the Executive remits the premium payments and shall continue to pay the Executive a lump sum the $1,000 car allowance on the same monthly basis as during the Term of this Agreement. Executive’s right to receive this severance payment in an amount equal to three (3.0) times the highest annual cash compensation, consisting solely of salary is conditioned on Executive’s signing and bonus, as well as any 401(k) deferral, paid delivering to the Executive during any calendar year in each of the three calendar years immediately Company prior to any such payment, and not revoking, a full release of claims in a form reasonably satisfactory to the Change Company, with carveouts for post-termination severance payments, any previously vested equity-based awards, any right to indemnification or insurance coverage under the Company’s directors and officers liability coverage, COBRA coverage and rights under any retirement plan sponsored or maintained by the Company in Control; and (b) Continue to provide which the Executive during participates. If Executive does not sign and deliver the remainder full release of the Contract Period with health, hospitalization and medical insurance, as were provided at the time claims within 21 days of the termination of his employment with under this paragraph (provided the form of release has been provided to Executive by the Company on or prior to his termination date), then the Company shall have no further obligations to Executive other than the payment of compensation earned through the last day of employment. The date that the release becomes effective and is no longer subject to revocation shall be referred to as the “Release Effective Date.” If the severance provided for in this Section 9.5 is determined to be “nonqualified deferred compensation” that is subject to Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409”) and the 21-day period following Executive’s termination of employment during which Executive has to consider the release begins in one calendar year and ends in a second calendar year, then the first base salary continuation installment shall be paid on the Company, at ’s next regularly-scheduled payroll date that is no earlier than January 1st of the Company's cost (subject to standard deductibles second calendar year and co-paysshall include the amount of any payments that would have been made before the Release Effective Date but for Executive’s termination of employment, and the Executive's continuing remaining base salary continuation installments shall be payable on the Company’s regularly scheduled paydays that follow. In any event, the payment of any applicable severance to Executive by the Company shall constitute the exclusive remedy of Executive with respect to any claim for termination of his part employment or breach of this Agreement or any other claim of any nature which Executive may have or assert against the Company relating to his employment and/or any of its affiliates and/or each of their present and former members, directors, officers, employees, agents, attorneys, direct or indirect shareholders, related and affiliated companies and entities, predecessors, successors and assigns, and each and all of them, subject to the carveouts described above. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the premium for family coverage, if applicable). The amounts payable to the Executive under any of the provisions of this Agreement and any amounts payable pursuant to this Section 9 shall not have a duty be reduced by compensation the Executive earns on account of employment with another employer, except to mitigate the damages suffered by him extent the Executive is entitled to health care insurance or automobile insurance in connection with the termination by the Company of his employment without Cause or a resignation for Good Reason during the Contract Period. If the Company fails to pay the Executive the lump sum amount due him hereunder or to provide him with the health, hospitalization and medical insurance benefits due under this section, the Executive, after giving 10 days' written notice to the Company identifying the Company's failure, shall be entitled to recover from the Company all of his reasonable legal fees and expenses incurred in connection with his enforcement against the Company of the terms of this Agreement. The Executive shall be denied payment of his legal fees and expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and not in good faithnew employment.

Termination Without Cause or Resignation for Good Reason. The Company may terminate the Executive without Cause during the Contract Period by written notice to the Executive providing four weeks notice. The Executive may resign for Good Reason during the Contract Period upon four weeks' written notice to the Company specifying facts and circumstances claimed to support the Good Reason. The Executive shall be entitled to give a Notice of Termination that his or her employment is being terminated for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good Reason. If the Company terminates the Executive's employment during the Contract Period discharges Executive without Cause or if Executive resigns from employment for Good Reason, then, in consideration, inter alia, for the restrictions contained in Sections 4 and 5, the Company will pay Executive Resigns a lump sum amount equal to two (2) times Annual Base Salary as in effect immediately prior to termination of employment (without regard to any reduction thereto constituting “Good Reason”). Subject to Section 8(h), such payment will be made within 30 days following Executive’s termination of employment. In addition, if the Company discharges Executive without Cause or if Executive resigns from employment for Good Reason, the Company shallwill (i) provide to Executive a prorated annual bonus for the fiscal year in which Executive’s termination occurs (the “Pro Rata Bonus”), subject such Pro Rata Bonus to Section 12 hereof: (a) Within 20 business be determined by reference to the bonus that Executive would have earned based on actual performance for the relevant fiscal year had Executive’s employment not terminated, with the resulting amount pro-rated to reflect the number of days of elapsed in the fiscal year, through and including the date on which Executive’s termination of employment pay occurs and (ii) for two (2) years following Executive’s termination of employment, continue to provide to Executive and/or Executive’s dependents the Executive a lump sum severance payment in an amount equal health insurance benefits that were provided to three (3.0) times the highest annual cash compensation, consisting solely of salary and bonus, as well as any 401(k) deferral, paid to the Executive during any calendar year in each of the three calendar years them immediately prior to Executive’s termination of employment (taking into account any required employee contributions, co-payments and similar costs imposed on Executive) (the Change in Control“Continuation Benefits”); and (b) Continue provided, however, that the Company’s obligation to provide the Continuation Benefits shall end at such time as Executive during the remainder of the Contract Period with health, hospitalization and medical insurance, as were provided at the time of the termination of his employment with the Company, at the Company's cost (subject to standard deductibles and co-pays, and the Executive's continuing payment of his part of the premium for family coverage, if applicable). The Executive shall not have a duty to mitigate the damages suffered by him obtains health insurance benefits through another employer or otherwise in connection with rendering services for a third party. The parties agree to cooperate such that the termination by Continuation Benefits are, to the Company of his employment without Cause or extent practicable, provided in a resignation for Good Reason during the Contract Period. If the Company fails manner so as to pay the Executive the lump sum amount due him hereunder or to provide him with the health, hospitalization and medical insurance benefits due under this section, the Executive, after giving 10 days' written notice minimize adverse tax consequences to the Company identifying the Company's failure, shall be entitled to recover from the Company all of his reasonable legal fees and expenses incurred in connection with his enforcement against the Company under Section 4980D of the terms Code. Executive will continue to be bound by all provisions of this AgreementAgreement that survive termination of employment. The Executive Annual Base Salary and Bonus increases made during the first quarter of a calendar year shall not be denied payment taken into account for purposes of his legal fees and expenses only if a court finds that the Executive sought payment Section 8 until April 1 of such fees without reasonable cause and not in good faithcalendar year.

Termination Without Cause or Resignation for Good Reason. The Company may terminate the Executive without Cause during the Contract Period by written notice to the Executive providing four weeks notice. The Executive may resign for Good Reason during the Contract Period upon four weeks' ’ written notice to the Company specifying facts and circumstances claimed to support the Good Reason. The Executive shall be entitled to give a Notice of Termination that his or her employment is being terminated for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good Reason. If the Company terminates the Executive's ’s employment during the Contract Period without Cause or if the Executive Resigns for Good Reason, the Company shall, subject to Section 12 hereof: (a) Within 20 business days of the termination of employment pay the Executive a lump sum severance payment in an amount equal to three (3.0) times the highest annual cash compensation, consisting solely of salary and bonus, as well as any 401(k) deferral, paid to the Executive during any calendar year in each of the three calendar years immediately prior to the Change in Control; and (b) Continue to provide the Executive during the remainder of the Contract Period with health, hospitalization and medical insurance, as were provided at the time of the termination of his employment with the Company, at the Company's ’s cost (subject to standard deductibles and co-pays, and the Executive's ’s continuing payment of his part of the premium for family coverage, if applicable). The Executive shall not have a duty to mitigate the damages suffered by him in connection with the termination by the Company of his employment without Cause or a resignation for Good Reason during the Contract Period. If the Company fails to pay the Executive the lump sum amount due him hereunder or to provide him with the health, hospitalization and medical insurance benefits due under this section, the Executive, after giving 10 days' ’ written notice to the Company identifying the Company's ’s failure, shall be entitled to recover from the Company all of his reasonable legal fees and expenses incurred in connection with his enforcement against the Company of the terms of this Agreement. The Executive shall be denied payment of his legal fees and expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and not in good faith.

Termination Without Cause or Resignation for Good Reason. The Company may terminate the Executive without Cause during the Contract Period by written notice to the Executive providing four weeks notice. The Executive may resign for Good Reason during the Contract Period upon four weeks' weeks written notice to the Company specifying the facts and circumstances claimed to support the Good Reason. The Executive shall be entitled to give a Notice of Termination that his or her employment is being terminated for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good Reason. If during the Contract Period the Company terminates the Executive's ’s employment during the Contract Period without Cause or if the Executive Resigns for Good Reason, then the Executive shall be entitled to the following: (i) (subject to the possible age related reduction in the next sentence) the Company shall, subject to Section 12 hereof: (a) Within shall within 20 business days of the termination of employment pay the Executive a lump sum severance payment in an amount equal to three (3.0) times the highest annual cash compensation, consisting solely of salary (including any 401(k) plan deferral) and bonus, as well as any 401(k) deferral, paid to (or in the case of bonus accrued for) the Executive during any calendar year in each of the three calendar years immediately prior to the Change in Control; and (bii) Continue the Company shall continue to provide the Executive during for a period of three years after termination (but not beyond the remainder of date the Contract Period Executive reaches age 65) with health, hospitalization and medical insurance, as well as life and disability insurance, as were provided at the time of the termination of his employment with the Company, at the Company's ’s cost (subject to standard payment by the Executive of the same contribution amount and deductibles and co-paysas Executive previously paid); (iii) the Company shall credit Executive under the BEP immediately upon termination with additional years of credited service as if he had continued to work for the Company for three years after the date of termination (but not beyond the date the Executive reaches age 65 or a total of 35 years of credited service), the benefit plans covered thereby had remained the same during such period, and the Executive's continuing payment of his part BEP was not changed or modified after the Change in Control or otherwise during such period. After the Executive has reached age 62, the “three times” referred to in clause (i) of the premium for family coverage, if applicable). The Executive previous sentence shall not have be reduced to a duty number multiplier equal to mitigate the damages suffered by him in connection with quotient (rounded to the termination by nearest thousand) the Company numerator of his employment without Cause or a resignation for Good Reason during which is the Contract Period. If the Company fails to pay whole number of months left until the Executive reaches age 65 and the lump sum amount due him hereunder or to provide him with the health, hospitalization and medical insurance benefits due under this section, the Executive, after giving 10 days' written notice to the Company identifying the Company's failure, shall be entitled to recover from the Company all denominator of his reasonable legal fees and expenses incurred in connection with his enforcement against the Company of the terms of this Agreementwhich is 12. The Executive shall be denied payment of his legal fees and expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and not in good faith.11

Termination Without Cause or Resignation for Good Reason. The You understand that your employment will be “at will”, which means that both you and the Company may terminate the Executive without Cause during the Contract Period by written notice to the Executive providing four weeks notice. The Executive may resign for Good Reason during the Contract Period upon four weeks' written notice to the Company specifying facts and circumstances claimed to support the Good Reason. The Executive shall be entitled to give a Notice of Termination that his or her your employment is being terminated for Good Reason at any time during the Contract Periodtime, not later than twelve months after for any occurrence of an event stated to constitute Good Reason. If the Company terminates the Executive's employment during the Contract Period reason with or without Cause or if advanced notice; provided, however, you agree to provide the Executive Resigns Company with at least two (2) weeks’ advance written notice of your intent to voluntarily resign from employment (other than for Good Reason). The Company may, in its sole discretion, waive the notice period upon your resignation of employment without Good Reason and your employment will immediately terminate at that time with no right to compensation (other than Accrued Benefits through the Date of Termination). In the event your employment is terminated by the Company other than due to Cause, death or disability or you resign from your employment with the Company for Good Reason, in either case other than during the Company shallCorporate Transaction Period, subject to Section 12 hereof: your execution and delivery of an effective and irrevocable Release with sixty (a60) Within 20 business days of such Date of Termination, the Company will: (1) continue to provide you with your then-current Base Salary for a period of twelve (12) months following the Date of Termination, which shall be paid in accordance with the Company’s normal payroll procedures; (2) should you timely elect to continue health and dental insurance coverage following the Date of Termination in accordance with the provision of COBRA, the Company shall pay you a taxable monthly cash payment equal to the full monthly premium for such coverage for the period beginning on the Date of Termination and ending on the earlier to occur of (A) the date on which you obtain coverage under another health and dental insurance plan, (B) the end of your COBRA health continuation period, as required by law or (C) the date twelve (12) months after the Date of Termination; (3) any earned and unpaid Bonus for the prior year, and your target Bonus for the year in which the termination occurs; (4) any unpaid portion of the Transition Payment; and (5) notwithstanding anything to the contrary in the Plan or any applicable option agreement or stock-based award agreement, (i) 25% of all unvested stock options and other stock-based awards held by you at such time with time-based vesting (including, but not limited to, the Time/Performance-Based Restricted Shares) will immediately accelerate (and shall be released from the Company’s repurchase option) and become fully exercisable or nonforfeitable as of your Date of Termination (or the date of the Sale Event, if later), (ii) any outstanding stock options or other stock-based awards held by you with solely performance-based vesting shall be treated as specified in the applicable award agreement; and (iii) the time for exercising any options shall be extended until the earlier of (A) three (3) months following the Date of Termination or (B) the original expiration date applicable to such option. For the avoidance of doubt, the definitions of “Cause” and “Good Reason” provided herein (and not any definitions provided in any relevant Company equity incentive plan) shall govern with respect to whether you would be entitled to the benefits provided in Section 3(c)(v). The amounts payable under Sections 3(c)(1), (3) and (4) shall be paid out in a single lump sum within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the amounts shall be paid in the second calendar year by the last day of such 60-day period. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2). Notwithstanding anything to the contrary herein, payment of the Severance Benefits set forth in 3(b) and 3(c) is subject to (i) your execution and non-revocation of a waiver and general release of claims and non-disparagement (“Release”) within sixty (60) days following the date of your termination of employment pay and (ii) your continued compliance in all material respects with your obligations under Section 4 of this Offer Letter (collectively, the Executive a lump sum severance “Restrictive Covenants”). The Release will not waive: (1) any rights to indemnification and/or contribution, advancement or payment in an amount equal to three (3.0) times the highest annual cash compensation, consisting solely of salary and bonus, as well as any 401(k) deferral, paid related expenses you may have pursuant to the Executive during Company’s Bylaws or other organizing documents, under any calendar year in each written indemnification or other agreement between you and the Company, and/or under applicable law; and (2) any rights you may have to insurance coverage under any directors and officers liability insurance, other insurance policies of the three calendar years immediately Company, COBRA or any similar state law; (3) any claims for worker’s compensation benefits, disability or unemployment insurance, or any other claims that cannot be released as a matter of applicable law; (4) your rights to any vested equity or vested benefits under any written agreement with the Company or Company benefit plan, subject to the terms and conditions of such plan and applicable law; and (5) any claims arising after the date you sign the Release. Subject to your execution, delivery and non-revocation of the Release and Sections 3(b) and (c), the Severance Benefits will commence being paid on the first payroll date after the effective date of the Release, with the first such installment to include and satisfy all installments that would have otherwise been made up to such date assuming for such purpose that the installments had commenced on the first payroll date following your termination of employment. In the event you fail to execute the Release in a timely manner so as to permit any revocation period to expire prior to the Change in Control; and end of such sixty (b60) Continue to provide the Executive during the remainder day period (or you revoke acceptance of the Contract Period with health, hospitalization and medical insurance, as were provided at the time Release following its execution) or your breach any of the termination Restrictive Covenants, you will not be entitled to receive any of his employment with the Company, at the Company's cost (subject to standard deductibles and co-paysSeverance Benefits, and the Executive's continuing payment of his part of the premium for family coverage, if applicable). The Executive shall not have a duty you will be required to mitigate the damages suffered by him in connection with the termination by the Company of his employment without Cause or a resignation for Good Reason during the Contract Period. If the Company fails to pay the Executive the lump sum amount due him hereunder or to provide him with the health, hospitalization and medical insurance benefits due under this section, the Executive, after giving 10 days' written notice repay to the Company identifying the Company's failure, shall be entitled to recover from the Company all of his reasonable legal fees and expenses incurred in connection with his enforcement against the Company of the terms of this Agreement. The Executive shall be denied payment of his legal fees and expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and not in good faithany previously paid Severance Benefits.

Termination Without Cause or Resignation for Good Reason. 8.1 The Company may Board reserves the right to terminate the Executive without from his then current position Without Cause during the Contract Period by at any time upon at least three (3) months prior written notice to the Executive providing four weeks notice. The failure of the Board to elect Executive may as Chief Executive Officer during the annual election of officers shall also be deemed termination Without Cause for purposes of this Agreement unless, before the election, the Board has sent written notice initiating Termination for Cause as provided in paragraph 13.1, and Executive is thereafter terminated for Cause. Executive reserves the right to resign his position for Good Reason during (as defined in paragraph 13.2 herein) by giving the Contract Period upon four weeks' Company thirty (30) days written notice to which states the Company specifying facts and circumstances claimed to support the basis for such Good Reason. The Executive shall be entitled to give a Notice of Termination that . 8.2 Upon Executive's termination Without Cause or resignation from his or her employment is being terminated position for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good Reason. If the Company terminates the Executive's employment during the Contract Period without Cause or if the Executive Resigns for Good Reason, the Company shall, subject to Section 12 hereofas described in paragraph 8.1 above: (a) Within 20 business days Executive will begin a Transition Period (the "Transition Period") that provides for pay and benefits (as set forth below) for a period of two (2) years beginning on the date of such termination Without Cause or resignation for Good Reason from his position. His stock options will continue in force for vesting purposes during the Transition Period. Any unvested stock options that do not vest before the expiration of the termination of employment pay the Executive a lump sum severance payment in an amount equal to three (3.0) times the highest annual cash compensationTransition Period will be forfeited, consisting solely of salary and bonus, as well as any 401(k) deferral, paid except those provided pursuant to the Executive Promotional Award. The Promotional Award will continue to vest according to its regular vesting schedule. If a Change in Control as defined in Executive's Severance Agreement occurs during any calendar year in each the Transition Period, all unvested stock options and restricted stock from the Promotional Award will immediately vest as of the three calendar years immediately prior to date of the Change in Control. Executive also shall be entitled: (i) to the bonus Executive has earned but for which he has not been paid for the year prior to the year in which he is terminated Without Cause or in which he resigns his position for Good Reason; andand (ii) to a prorated bonus for the year in which he is terminated Without Cause or in which he resigns for Good Reason. (b) Continue Executive will continue to provide receive his then-current salary rate and the Executive during the remainder of the Contract Period with health, hospitalization and medical insurance, as were provided at the time of the termination of his employment with the Company, at right to participate in the Company's cost benefit plans during the Transition Period, but, except as otherwise provided in subsection (subject a) above, he no longer will be eligible for future bonus, stock option or restricted stock grants or any other long-term incentive awards. (c) In no event shall Executive be obligated to standard deductibles and co-paysseek other employment or take any action by way of mitigation of the amounts payable to Executive under any provisions of this Agreement, and the Executive's continuing payment of his part of the premium for family coverage, if applicable). The any amounts payable to Executive shall not have a duty be subject to mitigate the damages suffered by him in connection with the termination by the Company of his employment without Cause or a resignation reduction for Good Reason during the Contract Period. If the Company fails to pay the Executive the lump sum amount due him hereunder or to provide him with the health, hospitalization and medical insurance benefits due under this section, the Executive, after giving 10 days' written notice to the Company identifying the Company's failure, shall be entitled to recover any compensation received from the Company all of his reasonable legal fees and expenses incurred in connection with his enforcement against the Company of the terms of this Agreement. The Executive shall be denied payment of his legal fees and expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and not in good faithother employment.

Termination Without Cause or Resignation for Good Reason. The Company may terminate (a) If Symantec terminates your employment other than for Cause (as defined in your Employment Agreement with Altiris dated July 26, 2006 (the Executive without Cause during the Contract Period by written notice to the Executive providing four weeks notice. The Executive may “Altiris Employment Agreement”) excluding subsection (iv) of such defintion), you resign your employment with Symantec for Good Reason during (as defined below), you die, or you suffer a Disability (as defined in your Altiris Employment Agreement) within two (2) years following the Contract Period upon four weeks' written notice Closing Date, and you execute and do not revoke a standard release of claims in favor of Symantec (the “Release”), then each stock option, restricted share award or other equity award granted to you by Altiris prior to the Company specifying facts date the Acquisition Agreement was executed (the “Altiris Awards”) shall fully vest and circumstances claimed become exercisable and any right of repurchase in favor of Symantec fully lapse (the “Altiris Awards Acceleration”) to support the extent not previously vested in accordance with Section 7(e) hereof. (b) If Symantec terminates your employment other than for Cause (as defined in your Altiris Employment Agreement excluding subsection (iv) of such defintion), you resign your employment with Symantec for Good Reason. The Executive Reason (as defined below), you die, or you suffer a Disability (as defined in your Altiris Employment Agreement) within two (2) years following the Closing Date and you execute and do not revoke the Release, then you shall be entitled to give a Notice the severance payments set forth in Sections 9(a)(i) and (ii), assuming your employment terminated on the Closing Date for purposes of Termination calculating such severance payments (the “Altiris Cash Severance”) of your Altiris Employment Agreement that his or her have not yet been received by you in accordance with Section 7(e) hereof. (c) If Symantec terminates your employment is being terminated other than for Cause (as defined in your Altiris Employment Agreement excluding subsection (iv) of such defintion), you resign your employment with Symantec for Good Reason (as defined below), you terminate your employment for any reason, you die, or you suffer a Disability (as defined in your Altiris Employment Agreement) and you execute and do not revoke the Release, then provided that you timely elect to receive continuation coverage under the group health, medical and dental plans of Symantec under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), Symantec shall pay COBRA premiums for you and your eligible dependents at any time during the Contract Period, not later same level as each such benefit was in effect for you and your eligible dependents on the date immediately preceding the date of termination of your employment for the first eighteen (18) months of continuation coverage following the termination of your coverage from Symantec or until such earlier date on which (x) you are no longer eligible to receive continuation coverage pursuant to COBRA or (y) you obtain substantially similar coverage under another employer’s group insurance plan. (d) If Symantec terminates your employment other than twelve months after any occurrence of an event stated to constitute Good Reason. If the Company terminates the Executive's for Cause (as defined below) or you resign your employment during the Contract Period without Cause or if the Executive Resigns with Symantec for Good ReasonReason (as defined below) within the two (2) years following the Closing Date, and you execute and do not revoke the Company shallRelease, then (i) with respect to the Symantec Option granted pursuant to Section 3 and the Symantec RSUs granted pursuant to Section 4 (the “Symantec Awards”) 25% of the shares of Symantec common stock subject to Section 12 hereof:such Symantec Awards shall vest on an accelerated basis as of such termination date (the “Symantec Equity Acceleration”) and (ii) the Retention Payment shall be paid within thirty (30) days of such termination (“Symantec Retention Payment Acceleration”). (ae) Within 20 Upon the Closing Date, provided you execute and do not revoke the Release, fifty percent (50%) of the total shares subject to the Altiris Awards shall vest and fifty percent (50%) of the Altiris Cash Severance shall be paid in a lump sum within ten (10) business days of the termination Closing Date. Six (6) months after the Closing Date, twenty-five percent (25%) of employment pay the Executive total shares subject to the Altiris Awards shall vest and twenty-five percent (25%) of the Altiris Cash Severance shall be paid in a lump sum severance payment in an amount equal to three six (3.06) times months after the highest annual cash compensationClosing Date. Twelve (12) months after the Closing Date, consisting solely of salary and bonus, as well as any 401(k) deferral, paid all remaining unvested shares subject to the Executive during any calendar year in each Altiris Awards shall vest and the final twenty-five percent (25%) of the three calendar years Altiris Cash Severance shall be paid in a lump sum twelve (12) months after the Closing Date. On the close of a corporate transaction involving Symantec as set forth in Section 18.1 of the Symantec Plan; any Altiris Awards that are not assumed by the acquiror (or if applicable, its parent) shall vest immediately prior to and contingent on the Change in Control; andclose of such corporate transaction. (bf) Continue to provide The Altiris Awards Acceleration, the Executive during Altiris Cash Severance and reimbursement of COBRA premiums (collectively, the remainder of “Altiris Severance”), the Contract Period with health, hospitalization and medical insurance, as were provided at the time of the termination of his employment with the Company, at the Company's cost (subject to standard deductibles and co-pays, Symantec Equity Acceleration and the Executive's continuing Symantec Retention Payment Acceleration will be in lieu of any entitlement you may have to notice of termination, pay in lieu of notice of termination or any other severance payment of his part of the premium for family coverage, if applicable). The Executive shall not have a duty to mitigate the damages suffered by him in connection with the termination by the Company of his employment without Cause or benefit from Symantec. (g) If you resign voluntarily (other than a resignation for Good Reason during (as defined below), Symantec terminates your employment for Cause (as defined in this Agreement or in your Altiris Employment Agreement as the Contract Period. If the Company fails to pay the Executive the lump sum amount due him hereunder or to provide him with the healthcase may be), hospitalization and medical insurance benefits due under this section, the Executive, after giving 10 days' written notice to the Company identifying the Company's failure, you shall not be entitled to recover from receive the Company Altiris Severance, the Symantec Equity Acceleration or the Symantec Retention Payment Acceleration. Upon all terminations of his reasonable legal fees your employment, you will be paid your salary through your date of termination and expenses incurred for the value of all unused paid time off earned through that date, based on your rate of base salary at that time. You would also be allowed to continue your medical coverage at your own expense to the extent provided for by COBRA and you would be allowed to exercise your vested options, if any, during the time period set forth in, and in connection with his enforcement against the Company accordance with, your governing stock option agreement(s). Symantec would have no obligation to pay you, and you would have no right to, any severance except as may be provided at such time under any of the terms of this Agreement. The Executive shall be denied payment of his legal fees and expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and not in good faithSymantec’s other employee benefit plans for which you were then eligible.

Termination Without Cause or Resignation for Good Reason. The Company may terminate the Executive without Cause during the Contract Period by written notice to the Executive providing four weeks notice. The Executive may resign for Good Reason during the Contract Period upon four weeks' ’ written notice to the Company specifying facts and circumstances claimed to support the Good Reason. The Executive shall be entitled to give a Notice of Termination that his or her employment is being terminated for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good Reason. If the Company terminates the Executive's ’s employment during the Contract Period without Cause or if the Executive Resigns for Good Reason, the Company shall, subject to Section section 12 hereof: (a) a. Within 20 business days of the termination of employment pay the Executive a lump sum severance payment in an amount equal to three to: (3.0) times the highest annual cash compensationi), consisting solely of salary and bonus, as well as any 401(k) deferral, paid to if the Executive during any calendar year in each has been continuously employed by the Bank for less than 6 full years but more than 3 years, then six (6) months of the three calendar years immediately prior to the Change in ControlBase Salary plus a Pro-rata Bonus Amount; and or (b) Continue to provide ii), if the Executive during has been continuously employed by the remainder Bank for 6 full years or more, one (1) year of Base Salary plus a Pro-rata Bonus Amount. b. the Contract Period with healthCompany shall, hospitalization and medical insurance, as were provided at the time within 20 business days of the termination of his employment with the Company, at pay the Company's cost Executive a lump sum amount equal to one hundred percent (subject to standard deductibles and co-pays, and the Executive's continuing payment of his part 100%) of the premium of the life insurance coverage provided to a similarly situated active employee (based upon the coverage and rates in effect on the date the Executive terminates employment) for family coveragethe equivalent period of the lump sum severance payment (i.e. one (1) year or two (2) years); and c. the Company shall, if applicable)within 20 business days of the termination of employment, pay the Executive a lump sum amount equal to one hundred twenty-five percent (125%) of (A) the aggregate COBRA premium amounts (based upon COBRA rates then in effect) for the equivalent period of the lump sum payment (i.e. six (6) months or one (1) year) of the medical and dental coverage that was being provided to the Executive (and his spouse) at the time of termination of employment with the Company, minus (B) the aggregate amount of any employee contribution that would have been required of the Executive (determined as of the termination of employment) for such period. The Executive shall not have a duty to mitigate the damages suffered by him the Executive in connection with the termination by the Company of his the Executive’s employment without Cause or a resignation for Good Reason during the Contract Period. If the Company fails to pay the Executive the any lump sum amount amounts due him hereunder or to provide him with the health, hospitalization and medical insurance benefits due under this sectionExecutive hereunder, the Executive, after giving 10 days' ’ written notice to the Company identifying the Company's ’s failure, shall be entitled to recover from the Company all of his the Executive’s reasonable legal fees and expenses incurred in connection with his the enforcement against the Company of the terms of this Agreement. The Executive shall be denied payment of his or her legal fees and expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and not in good faithcause.

Termination Without Cause or Resignation for Good Reason. The Company may terminate the Executive without Cause during the Contract Period by written notice to the Executive providing four weeks notice. The Executive may resign for Good Reason during the Contract Period upon four weeks' written notice to the Company specifying facts and circumstances claimed to support the Good Reason. The Executive shall be entitled to give a Notice of Termination that his or her employment is being terminated for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good Reason. If the Company terminates the Executive's employment during the Contract Period discharges Executive without Cause or if Executive resigns from employment for Good Reason, then, in consideration, inter alia, for the restrictions contained in Sections 4 and 5, the Company will pay Executive Resigns a lump sum amount equal to two (2) times Annual Base Salary as in effect immediately prior to termination of employment (without regard to any reduction thereto constituting “Good Reason”). Subject to Section 8(h), such payment will be made within 30 days following Executive’s termination of employment. In addition, if the Company discharges Executive without Cause or if Executive resigns from employment for Good Reason, the Company shallwill (i) provide to Executive a prorated annual bonus for the fiscal year in which Executive’s termination occurs (the “Pro Rata Bonus”), subject such Pro Rata Bonus to Section 12 hereof: (a) Within 20 business be determined by reference to the bonus that Executive would have earned based on actual performance for the relevant fiscal year had Executive’s employment not terminated, with the resulting amount pro-rated to reflect the number of days of elapsed in the fiscal year, through and including the date on which Executive’s termination of employment pay occurs and (ii) for two (2) years following Executive’s termination of employment, continue to provide to Executive and/or Executive’s dependents the Executive a lump sum severance payment in an amount equal health insurance benefits that were provided to three (3.0) times the highest annual cash compensation, consisting solely of salary and bonus, as well as any 401(k) deferral, paid to the Executive during any calendar year in each of the three calendar years them immediately prior to Executive’s termination of employment (taking into account any required employee contributions, co-payments and similar costs imposed on Executive) (the Change in Control“Continuation Benefits”); and (b) Continue provided, however, that the Company’s obligation to provide the Continuation Benefits shall end at such time as Executive during the remainder of the Contract Period with health, hospitalization and medical insurance, as were provided at the time of the termination of his employment with the Company, at the Company's cost (subject to standard deductibles and co-pays, and the Executive's continuing payment of his part of the premium for family coverage, if applicable). The Executive shall not have a duty to mitigate the damages suffered by him obtains health insurance benefits through another employer or otherwise in connection with rendering services for a third party. The parties agree to cooperate such that the termination by Continuation Benefits are, to the extent practicable, provided in a manner so as to minimize adverse tax consequences to the Company under Section 4980D of his employment without Cause or a resignation for Good Reason during the Contract PeriodCode. If the Company fails discharges Executive without Cause or if Executive resigns from employment for Good Reason, a pro-rated portion of the Initial RSU shall vest, calculated to pay reflect the Executive number of days elapsed in the lump sum amount due him hereunder or to provide him vesting period through the date of termination. Any unvested portion of the Initial RSU that does not vest in accordance with the health, hospitalization and medical insurance benefits due under this section, the Executive, after giving 10 days' written notice to the Company identifying the Company's failure, previous sentence shall be entitled forfeited. Executive will continue to recover from the Company be bound by all of his reasonable legal fees and expenses incurred in connection with his enforcement against the Company of the terms provisions of this Agreement. The Executive shall be denied payment Agreement that survive termination of his legal fees and expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and not in good faithemployment.

Termination Without Cause or Resignation for Good Reason. The Company may terminate the Executive without Cause during the Contract Period by written notice to the Executive providing four weeks notice. The Executive may resign for Good Reason during the Contract Period upon four weeks' ’ written notice to the Company specifying facts and circumstances claimed to support the Good Reason. The Executive shall be entitled to give a Notice of Termination that his or her employment is being terminated for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good Reason. If the Company terminates the Executive's ’s employment during the Contract Period without Cause or if the Executive Resigns for Good ReasonReason during the Contract Period, the Company shall, subject to Section section 12 hereof: (a) Within a. within 20 business days of the termination of employment employment, pay the Executive a lump sum severance payment in an amount equal to three two (3.02) times the Executive’s highest annual cash compensationcompensation paid during or for a calendar year, consisting solely of salary and bonus, as well as in any 401(k) deferral, paid to the Executive during any calendar year in each of the three calendar years immediately prior to the Change in Change-in-Control, where annual compensation means (i) salary paid during a calendar year (including any 401(k) plan or DCP deferral) plus (ii) cash bonuses awarded to the Executive for such calendar year, regardless of when paid; and (b) Continue to provide b. within 20 business days of the termination of employment, pay the Executive during a lump sum amount equal two (2) times (A) the remainder of aggregate annual COBRA premium amounts (based upon COBRA rates then in effect) and annual dental coverage premium amounts, reflecting what was being provided to the Contract Period with health, hospitalization Executive (and medical insurance, as were provided his spouse and family) at the time of termination of employment, minus (B) the aggregate annual amount of any employee contribution that would have been required of the Executive (determined as of the termination of his employment with the Company, at the Company's cost (subject to standard deductibles and co-pays, and the Executive's continuing payment of his part of the premium for family coverage, if applicableemployment). The Executive shall not have a duty to mitigate the damages suffered by him the Executive in connection with the termination by the Company of his the Executive’s employment without Cause or a resignation for Good Reason during the Contract Period. For the avoidance of doubt, amounts payable hereunder will not be reduced or offset by amounts or benefits earned by the Executive elsewhere. If the Company fails to pay the Executive the any lump sum amount due him hereunder amounts or to provide him with the health, hospitalization and medical insurance other benefits due under this sectionthe Executive hereunder, the Executive, after giving 10 days' ’ written notice to the Company identifying the Company's ’s failure, shall be entitled to recover from the Company on a monthly basis as incurred all of his the Executive’s reasonable legal fees and expenses incurred in connection with his enforcement against the Company of the terms of this Agreement. The Executive shall be denied payment of his legal fees and expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and not in good faith.

Termination Without Cause or Resignation for Good Reason. The Company may terminate the Executive without Cause during the Contract Period by written notice to the Executive providing four weeks notice. The Executive may resign for Good Reason during the Contract Period upon four weeks' written notice to the Company specifying facts and circumstances claimed to support the Good Reason. The Executive shall be entitled to give a Notice of Termination that his or her employment is being terminated for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good Reason. If the Company terminates the Executive's employment during hereunder is terminated by the Contract Period without Employer Without Cause pursuant to Section 2(a)(iv), or if due to the Executive's resignation for Good Reason pursuant to Section 2(a)(vi), the Employer shall pay or provide to the Executive Resigns for Good Reason(i) the Basic Severance Amount, (ii) the Company shall, subject to Section 12 hereof: Basic Bonus Amount and (iii) the Basic Benefits. In addition (a) Within 20 business days until the eighteen (18) month anniversary of the termination of employment Termination Date, the Employer shall continue to pay the Executive a lump sum severance payment in an amount equal to three (3.0) times the highest annual cash compensation, consisting solely of salary and bonus, as well as any 401(k) deferral, paid to the Executive during any calendar year in each of the three calendar years immediately prior to the Change in Control; and Executive's Base Salary and (b) Continue for the one year period immediately following the Termination Date (the "Additional Bonus Year"), the Employer shall pay to provide the Executive the Bonus or Bonuses that would have been earned by the Executive during the remainder Additional Bonus Year that have not been paid prior thereto, payable promptly following the calculation of the Contract Period appropriate amount in accordance with healththe Payroll Practices, hospitalization to the extent specific performance milestones have been committed to in writing and medical insurancethe achievement thereof is capable of being definitively measured (the "Measurement Test"); provided, as were provided at however, that if the time Measurement Test cannot be satisfied, then the amount of the termination Bonus or Bonuses payable pursuant to clause (b) shall be based on the amount of his employment with the Company, at the Company's cost (subject to standard deductibles and co-pays, and the Executive's continuing payment of his part Bonus for the last calendar year ending prior to the Termination Date. Furthermore, if the Executive resigns for the reason set forth in clause (D) of the premium for family coveragedefinition of "Good Reason," the Employer shall pay to the Executive the reasonable out-of-pocket costs and expenses incurred by the Executive to relocate his household from the Houston, Texas metropolitan area to any city within the continental United States, as designated by the Executive, including, without limitation, if applicable). The Executive shall not have a duty to mitigate the damages suffered by him in connection , reasonable out-of-pocket costs and expenses associated with the termination by the Company sale of his employment without Cause or a resignation for Good Reason during the Contract Period. If the Company fails to pay the Executive the lump sum amount due him hereunder or to provide him with the healthExecutive's home in Houston, hospitalization and medical insurance benefits due under this section, the Executive, after giving 10 days' written notice to the Company identifying the Company's failure, shall be entitled to recover from the Company all of his reasonable legal fees and expenses incurred in connection with his enforcement against the Company of the terms of this Agreement. The Executive shall be denied payment of his legal fees and expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and not in good faithTexas.

Termination Without Cause or Resignation for Good Reason. The Company may terminate the Executive without Cause during the Contract Period by written notice to the Executive providing four weeks notice. The Executive, or the Executive may resign for Good Reason during the Contract Period upon four weeks' ’ prior written notice to the Company specifying facts and circumstances claimed to support the Good Reason. The Executive shall be entitled to give a Notice of Termination that his or her employment is being terminated for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good Reason. If the Company terminates the Executive's ’s employment during the Contract Period without Cause or if the Executive Resigns resigns for Good Reason, the Company shall, subject to Section 12 hereof: (a) Within within 20 business days of the Executive’s termination of employment employment, pay the Executive a lump sum severance payment in an amount equal to three (3.0) one times the highest annual cash compensation, consisting solely of including only salary and cash bonus, as well as any 401(k) deferral, paid to the Executive during any calendar year in each of the three calendar years immediately prior to the Change in Control; and Control (b) Continue to provide the Executive during “Lump Sum Payment”). During the remainder of the Contract Period Period, the Company also shall continue to provide the Executive with healthand pay for medical and hospital insurance, hospitalization disability insurance and medical life insurance, as were provided and paid for at the time of the termination of his employment with the Company; provided, that such insurance coverage shall be provided only to the extent permitted under the terms and conditions of the Company’s employee benefit plans. The Executive shall also have the right to purchase from the Company, at book value price, such automobile of the Company's cost (subject to standard deductibles and co-pays, and if any, as was used by the Executive's continuing payment Executive while employed by the Company; provided, that the Executive exercises such right within 10 days of his part termination of employment and completes the premium for family coverage, if applicable)purchase transaction within 30 days of his termination of employment. The Executive shall not have a duty to mitigate the damages suffered by him in connection with the termination by the Company of his employment without Cause or a resignation for Good Reason during the Contract Period. If The Lump Sum Payment is intended to be administered and interpreted in a manner such that it shall not be subject to “additional tax” within the meaning of Section 409A(a)(1)(B) of the Code. Notwithstanding any provision of this Agreement to the contrary, if and to the extent necessary to comply with the restriction in Section 409A(a)(2)(B) of the Code concerning payments to “specified employees,” the Lump Sum Payment shall be paid on the first business day of the seventh month following the Executive’s separation from service with the Company, and shall be paid together with interest accrued during the period of such restriction at a rate, per annum, equal to the applicable federal short-term rate (compounded monthly) in effect under Section 1274(d) of the Code on the date of termination. Notwithstanding provision of this Agreement to the contrary, the Executive shall not be considered to have terminated employment with the Company fails for purposes of this Section 9 unless he would be considered to pay the Executive the lump sum amount due him hereunder or to provide him with the health, hospitalization and medical insurance benefits due under this section, the Executive, after giving 10 days' written notice to the Company identifying the Company's failure, shall be entitled to recover have incurred a “termination of employment” from the Company all within the meaning of his reasonable legal fees and expenses incurred in connection with his enforcement against the Company of the terms of this AgreementTreasury Regulation §1.409A-1(h)(1)(ii). The Executive shall be denied payment of his legal fees and expenses only if a court finds acknowledges that any tax liability incurred by the Executive sought payment under Section 409A of such fees without reasonable cause and not in good faiththe Code is solely the responsibility of the Executive.

Termination Without Cause or Resignation for Good Reason. The ---------------------------------------------------------- Company may terminate the Executive without Cause during the Contract Period by written notice to the Executive providing four weeks notice. The Executive may resign for Good Reason during the Contract Period upon four weeks' written notice to the Company specifying facts and circumstances claimed to support the Good Reason. The Executive shall be entitled to give a Notice of Termination that his or his/her employment is being terminated for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good Reason. If the Company terminates the Executive's employment during the Contract Period without Cause or if the Executive Resigns for Good Reason, the Company shall, subject to Section 12 hereof: (a) Within 20 business days of the termination of employment pay the Executive a lump sum severance payment in an amount equal to three (3.0) times the highest annual cash compensation, consisting solely of salary and bonus, as well as any 401(k) deferral, paid to the Executive during any calendar year in each of the three calendar years immediately prior to the Change in Control, along with any Gross-Up Payment due under Section 12 hereof for the calendar year of the termination; and (b) Continue to provide the Executive during the remainder of the Contract Period with health, hospitalization and medical insurance, as were provided at the time of the termination of his his/her employment with the Company, at the Company's cost (subject to standard deductibles and co-pays, and the Executive's continuing payment of his his/her part of the premium for family coverage, if applicable). The Executive shall not have a duty to mitigate the damages suffered by him him/her in connection with the termination by the Company of his his/her employment without Cause or a resignation for Good Reason during the Contract Period. If the Company fails to pay the Executive the lump sum amount due him him/her hereunder or the Gross-Up Payment due under Section 12 hereof, or to provide him him/her with the health, hospitalization and medical insurance benefits due under this section, the Executive, after giving 10 days' written notice to the Company identifying the Company's failure, shall be entitled to recover from the Company all of his his/her reasonable legal fees and expenses incurred in connection with his his/her enforcement against the Company of the terms of this this/her Agreement. The Executive shall be denied payment of his his/her legal fees and expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and not in good faith.

Termination Without Cause or Resignation for Good Reason. The Company Employment Term and Executive’s employment may terminate the Executive without Cause during the Contract Period be terminated by written notice to the Executive providing four weeks notice. The Executive may resign Executive’s resignation for Good Reason during the Contract Period upon four weeks' written notice to or by the Company specifying facts without Cause. In the event of such resignation or termination, Executive is entitled to receive the Accrued Amounts and, subject to Executive’s (x) continued compliance with Section 6, Section 7, and circumstances claimed Section 8 of this Agreement and (y) timely execution of a release of claims in favor of the Company, its affiliates and their respective officers and directors in a form attached as Exhibit A (the “Release”), and the Release becoming effective according to support its terms within 60 days following such resignation or termination (the Good Reason. The date the Release becomes effective, the “Release Effective Date”), Executive shall be entitled to give a Notice of Termination that his or her employment is being terminated for Good Reason at any time during receive the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good Reason. If the Company terminates the Executive's employment during the Contract Period without Cause or if the Executive Resigns for Good Reasonfollowing (collectively, the Company shall, subject to Section 12 hereof:“Severance Benefits”): (a) Within 20 business days Two times Executive’s Base Salary for the year that includes the date of Executive’s resignation or termination (ignoring any reduction that would constitute Good Reason) paid in equal installment payments in accordance with the Company’s normal payroll practices, but no less frequently than monthly, which shall begin on the Company’s first payroll date after the Release Effective Date and continue until the 2nd anniversary of the termination date of employment pay Executive’s resignation or termination; provided that, the Executive a lump sum severance first installment payment in an amount equal to three (3.0) times the highest annual cash compensation, consisting solely of salary and bonus, as well as any 401(k) deferral, shall include all amounts that would otherwise have been paid to the Executive during any calendar year in each the period beginning on the date of Executive’s resignation or termination and ending on the three calendar years immediately prior to the Change in Control; andfirst payment date if no delay had been imposed. (b) Continue A lump sum payment equal to provide the unpaid Annual Bonus, if any, that Executive during otherwise earned for the remainder calendar year prior to Executive’s resignation or termination (ignoring in all cases any exercise of negative and positive discretion with respect to individual performance). This amount shall be paid at the same time the Annual Bonuses are paid to the Company’s executives for such year. (c) A lump sum payment equal to the Annual Bonus, if any, that Executive otherwise would have earned for the calendar year that includes the date of Executive’s resignation or termination had no resignation or termination occurred, based on the lower of (1) achievement of the Contract Period applicable target performance goals for such year, or (2) actual performance (ignoring in all cases any exercise of negative discretion with health, hospitalization respect to individual performance). This amount shall be paid at the same time the Annual Bonuses are paid to the Company’s executives for such year. (d) If Executive timely and medical insuranceproperly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as were provided amended (“COBRA”), the Company shall reimburse Executive for the monthly COBRA premium paid by Executive for Executive and Executive’s covered dependents. Such reimbursement may either (x) be paid to Executive on the first payroll date of the month immediately following the month in which Executive timely remits the premium payment, or (y) remitted directly to the COBRA administrator on Executive’s behalf. Executive shall be eligible to receive such reimbursement until the earliest of: (A) the 18-month anniversary of the date of Executive’s termination; (B) the date Executive is no longer eligible to receive COBRA continuation coverage; and (C) the date on which Executive becomes eligible to receive substantially similar coverage from another employer or other source. Notwithstanding the foregoing, if the Company’s making payments under this Section 4.2(d) would violate the nondiscrimination rules applicable to non-grandfathered, insured group health plans under the Affordable Care Act (the “ACA”), or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder, the parties agree to reform this Section 4.2(d) in a manner as is necessary to comply with the ACA without diminishing the material economic benefits to Executive. In addition to the foregoing, if Executive has not become eligible to be covered under a group health plan sponsored by another employer by the date that is the 18-month anniversary of the date of Executive’s termination (the “COBRA Payment Trigger Date”), then, on the Company’s first regularly scheduled pay date following the COBRA Payment Trigger Date, Executive shall receive a lump sum cash payment equal to six times the amount Executive paid to effect and continue coverage for Executive and Executive’s covered dependents, if any, under the Company’s group health plan for the full calendar month immediately preceding the COBRA Payment Trigger Date, plus an additional amount equal to the sum of the income tax payable by Executive on this six-month COBRA payment, plus the amount necessary to put Executive in the same after-tax position (taking into account any and all applicable federal, state, and local taxes at the highest applicable rates) as if no income tax had been imposed on the six-month COBRA payment. (e) With respect to any outstanding equity awards at the time of the resignation or termination under this Section 4.2: (i) Any unvested portion of his employment with the Company, at the Company's cost (such outstanding equity awards that are subject to standard deductibles time-vesting shall time vest on the Release Effective Date as to the portion that would otherwise vest had Executive remained employed for 24 months following the date of Executive’s resignation or termination. (ii) Any unvested portion of the Outperformance Grant (after taking into account Section 4.2(e)(i) or Section 4.2(e)(iii), as applicable) that has not performance vested, will remain outstanding and coeligible to performance vest during the six-paysmonth period following the date of such resignation or termination and will be forfeited as to the portion that has not both time and performance vested by the end of such six-month period. (iii) If the resignation or termination occurs within 12 months following a Change in Control, or if the circumstances that ultimately give rise to the resignation or termination occur within the three months prior to a Change in Control, then any unvested portion of such outstanding equity awards that are subject to time-vesting (including, but not limited to, any awards for which the performance goals have been achieved but that remain subject to time vesting) shall become fully time-vested on the Release Effective Date. Upon a Change in Control, the price per share implied in such Change in Control (the “CIC Price”) will be deemed to be the 30-day VWAP and the Outperformance Grant will performance vest according to achievement of the 30-day VWAP targets based on such CIC Price, provided that, if any 30-day VWAP target is not achieved based on such CIC Price, the applicable 25% tranche of the Outperformance Grant with respect to the lowest of such 30-day VWAP target that was not achieved will vest as to a fraction thereof, the numerator of which is the excess of the CIC Price over the highest 30-day VWAP target that was achieved based on the CIC Price, and the Executive's continuing denominator of which is five. For purposes hereunder, “Change in Control” will have the meaning set forth in the Incentive Plan. Any delays in the settlement or payment of his part awards vested under this Section 4.2(e) that are set forth in the applicable award agreement and that are required under Code §409A shall remain in effect. (i) During the period following Executive’s termination until (A) in case of a commission of fraud by Executive, the completion of the premium Company’s annual audit for family coveragethe calendar year following the calendar year of Executive’s termination or (B) in the case of any other grounds constituting Cause, the completion of the Company’s annual audit for the calendar year of Executive’s termination, if applicable). The the Company discovers grounds constituting Cause existed before Executive’s termination, or (ii) during such time that Executive is receiving the Severance Benefits, Executive materially breaches any of the covenants set forth in Sections 6, 7 and/or 8 of this Agreement (provided, however, to the extent that such violation is, in the Board’s reasonable good faith determination, capable of being cured, Executive shall not have a duty an opportunity to mitigate the damages suffered by him in connection with the termination by the Company of his employment without Cause or a resignation for Good Reason during the Contract Period. If the Company fails to pay the Executive the lump sum amount due him hereunder or to provide him with the health, hospitalization and medical insurance benefits due under this section, the Executive, after giving 10 days' cure such violation within fifteen (15) days following written notice to the Company identifying of such violation from the Company's failure), shall Executive’s right to receive the Severance Benefits will immediately cease and be entitled forfeited, and any Severance Benefits previously paid to recover from the Company all of his reasonable legal fees and expenses incurred in connection with his enforcement against the Company of the terms of this Agreement. The Executive shall will be denied payment of his legal fees and expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and not in good faithimmediately repaid by Executive.

Termination Without Cause or Resignation for Good Reason. The (a) If your employment with the Company may terminate is terminated by the Executive Company without Cause during Cause, or in the Contract Period by written notice event of your resignation for Good Reason, then, subject to the Executive providing four weeks notice. The Executive may conditions set forth in this Section S, you will become eligible to receive (i) severance pay in an aggregate amount equal to twelve (12) months of your base salary, to be paid in equal installments at your then base salary rate (determined without regard to any reduction giving rise to your right to resign for Good Reason Reason) in accordance with the Company's regular payroll cycle for 12 months following the date of your termination of employment, and (ii) the Option Acceleration (together, "Severance Pay"). The salary continuation payments in (i) above will commence within 60 days after your termination date and, once they commence, will include any unpaid amounts accrued from the termination date; provided that, if the 60 day-period described in the preceding clause spans two calendar years, then the payments will in any event begin in the second calendar year. (b) Except as set forth herein, the Severance Pay does not entitle you to any ongoing benefits from the Company and you will not be an employee of the Company for any purpose during the Contract Period upon four weeks' written notice any period that you are receiving Severance Pay. In order to receive Severance Pay, you must: (i) sign and deliver to the Company specifying facts a full general release of all claims prepared by the Company (the "General Release"), and circumstances claimed any revocation period, if any, applicable to support the Good ReasonGeneral Release must have expired, each within the time period specified by the Company, (ii) cooperate with the orderly transfer of your duties as requested by the Company and; (iii) return all Company property by a date specified by the Company. The Executive For the avoidance of doubt, upon any termination of your employment you shall be entitled to give a Notice payment of Termination that his your base salary through your termination date, payment of any accrued but unused vacation days (if required by law and only to the extent you have any vacation days accrued in accordance with the Company's then-current vacation policy), reimbursement of any unreimbursed business expenses, and any vested benefits or her employment is being terminated for Good Reason at entitlements pursuant to any time during the Contract Periodapplicable Company plan, not later than twelve months after any occurrence of an event stated to constitute Good Reasonpolicy or other agreement. If the Company terminates the Executive's employment during the Contract Period without Cause All Severance Pay or if the Executive Resigns for Good Reasonother post-termination compensation is, the Company shallin each case, subject to Section 12 hereof: (a) Within 20 business days of the termination of employment pay the Executive a lump sum severance payment in an amount equal to three (3.0) times the highest annual cash compensation, consisting solely of salary and bonus, as well as any 401(k) deferral, paid to the Executive during any calendar year in each of the three calendar years immediately prior to the Change in Control; and (b) Continue to provide the Executive during the remainder of the Contract Period with health, hospitalization and medical insurance, as were provided at the time of the termination of his employment with the Company, at the Company's cost (subject to standard deductibles and co-pays, and the Executive's continuing payment of his part of the premium for family coverage, if applicable). The Executive shall not have a duty to mitigate the damages suffered by him in connection with the termination by the Company of his employment without Cause or a resignation for Good Reason during the Contract Period. If the Company fails to pay the Executive the lump sum amount due him hereunder or to provide him with the health, hospitalization and medical insurance benefits due under this section, the Executive, after giving 10 days' written notice to the Company identifying the Company's failure, shall be entitled to recover from the Company all of his reasonable legal fees and expenses incurred in connection with his enforcement against the Company of the terms of this Agreement. The Executive shall be denied payment of his legal fees and expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and not in good faithrequired withholding.

Termination Without Cause or Resignation for Good Reason. The Company may terminate the Executive without Cause during the Contract Period by written notice to the Executive providing four weeks notice. The Executive may resign for Good Reason during the Contract Period upon four weeks' weeks written notice to the Company specifying the facts and circumstances claimed to support the Good Reason. The Executive shall be entitled to give a Notice of Termination that his or her employment is being terminated for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good Reason. If during the Contract Period the Company terminates the Executive's ’s employment during the Contract Period without Cause or if the Executive Resigns for Good Reason, then the Executive shall be entitled to the following: (i) (subject to the possible age related reduction in the next sentence) the Company shall, subject to Section 12 hereof: (a) Within shall within 20 business days of the termination of employment pay the Executive a lump sum severance payment in an amount equal to three (3.0) times the highest annual cash compensation, consisting solely of salary (including any 401(k) plan deferral) and bonus, as well as any 401(k) deferral, paid to (or in the case of bonus accrued for) the Executive during any calendar year in each of the three calendar years immediately prior to the Change in Control; and (bii) Continue the Company shall continue to provide the Executive during for a period of three years after termination (but not beyond the remainder of date the Contract Period Executive reaches age 65) with health, hospitalization and medical insurance, as well as life and disability insurance, as were provided at the time of the termination of his employment with the Company, at the Company's ’s cost (subject to standard payment by the Executive of the same contribution amount and deductibles and co-paysas Executive previously paid); (iii) the Company shall credit Executive under the BEP immediately upon termination with additional years of credited service as if he had continued to work for the Company for three years after the date of termination (but not beyond the date the Executive reaches age 65), the benefit plans covered thereby had remained the same during such period, and the Executive's continuing payment of his part BEP was not changed or modified after the Change in Control or otherwise during such period. After the Executive has reached age 62, the “three” times referred to in clause (i) of the premium for family coverage, if applicable)previous sentence shall be reduced to a number equal to the quotient (rounded to the nearest thousand) the numerator of which is the whole number of months left until the Executive reaches age 65 and the denominator of which is 12. The Executive shall not have a duty to mitigate the damages suffered by him in connection with the termination by the Company of his employment without Cause or a resignation for Good Reason during the Contract Period. If the Company fails to pay the Executive the lump sum amount due him hereunder or to provide him with the health, hospitalization and medical insurance insurance, life disability or BEP benefits due under this sectionsection or the payments under Section 12, the Executive, after giving 10 days' ’ written notice to the Company identifying the Company's ’s failure, shall be entitled to recover from the Company on a monthly basis as incurred all of his reasonable legal fees and expenses incurred in connection with his enforcement against the Company of the terms of this Agreement. The Executive shall be denied payment of his legal fees and expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and not in good faith.

Termination Without Cause or Resignation for Good Reason. The Company may terminate the Executive without Cause during the Contract Period by written notice to the Executive providing four weeks notice. The Executive may resign for Good Reason during the Contract Period upon four weeks' written notice to the Company specifying facts and circumstances claimed to support the Good Reason. The Executive shall be entitled to give a Notice of Termination that his or her employment is being terminated for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good Reason. If the Company terminates the Executive's employment during the Contract Period discharges Executive without Cause or if Executive resigns from employment for Good Reason, then, in consideration, inter alia, for the restrictions contained in Sections 4 and 5, the Company will pay Executive Resigns a lump sum amount equal to one and one-half (1.5) times Annual Base Salary as in effect immediately prior to termination of employment (without regard to any reduction thereto constituting “Good Reason”). Subject to Section 8(h), such payment will be made within 30 days following Executive’s termination of employment. In addition, if the Company discharges Executive without Cause or if Executive resigns from employment for Good Reason, the Company shallwill (i) provide to Executive a prorated annual bonus for the fiscal year in which Executive’s termination occurs (the “Pro Rata Bonus”), subject such Pro Rata Bonus to Section 12 hereof: (a) Within 20 business be determined by reference to the bonus that Executive would have earned based on actual performance for the relevant fiscal year had Executive’s employment not terminated, with the resulting amount pro-rated to reflect the number of days of elapsed in the fiscal year, through and including the date on which Executive’s termination of employment pay occurs and (ii) for eighteen (18) months following Executive’s termination of employment, continue to provide to Executive and/or Executive’s dependents the Executive a lump sum severance payment in an amount equal health insurance benefits that were provided to three (3.0) times the highest annual cash compensation, consisting solely of salary and bonus, as well as any 401(k) deferral, paid to the Executive during any calendar year in each of the three calendar years them immediately prior to Executive’s termination of employment (taking into account any required employee contributions, co-payments and similar costs imposed on Executive) (the Change in Control“Continuation Benefits”); and (b) Continue provided, however, that the Company’s obligation to provide the Continuation Benefits shall end at such time as Executive during the remainder of the Contract Period with health, hospitalization and medical insurance, as were provided at the time of the termination of his employment with the Company, at the Company's cost (subject to standard deductibles and co-pays, and the Executive's continuing payment of his part of the premium for family coverage, if applicable). The Executive shall not have a duty to mitigate the damages suffered by him obtains health insurance benefits through another employer or otherwise in connection with rendering services for a third party. The parties agree to cooperate such that the termination by Continuation Benefits are, to the Company of his employment without Cause or extent practicable, provided in a resignation for Good Reason during the Contract Period. If the Company fails manner so as to pay the Executive the lump sum amount due him hereunder or to provide him with the health, hospitalization and medical insurance benefits due under this section, the Executive, after giving 10 days' written notice minimize adverse tax consequences to the Company identifying the Company's failure, shall be entitled to recover from the Company all of his reasonable legal fees and expenses incurred in connection with his enforcement against the Company under Section 4980D of the terms Code. Executive will continue to be bound by all provisions of this AgreementAgreement that survive termination of employment. The Executive Annual Base Salary and Bonus increases made during the first quarter of a calendar year shall not be denied payment taken into account for purposes of his legal fees and expenses only if a court finds that the Executive sought payment Section 8 until April 1 of such fees without reasonable cause and not in good faithcalendar year.

Termination Without Cause or Resignation for Good Reason. The Company may terminate the Executive without Cause during the Contract Period by written notice to the Executive providing four weeks thirty (30) days notice. The Executive may resign for Good Reason during the Contract Period upon four weeks' thirty (30) days’ written notice to in accordance with the Company specifying facts and circumstances claimed to support the Good Reason. The Executive shall be entitled to give a Notice requirements of Termination that his or her employment is being terminated for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good ReasonSection 1(e). If the Company terminates the Executive's ’s employment during the Contract Period without Cause or if the Executive Resigns for Good Reason, the Company shallshall pay the Executive the severance amounts set forth in this Section 9 below, subject to Section 12 hereof: (ai) Within 20 business days the Executive’s execution and non-revocation of a written release of all claims against the Company and all related parties with respect to all matters arising out of the Executive’s employment by the Company, or the termination of employment pay thereof, substantially in the form attached hereto as Exhibit A (the “Release”), and (ii) the Executive’s continued compliance with the restrictive covenants referenced in Section 11 below. a. The Executive shall receive a lump sum cash severance payment payments in an amount equal to three (3.0A) 2.0 times the highest Executive’s annual cash compensation, consisting solely of salary and bonus, as well as any 401(k) deferral, paid to Base Salary at the Executive during any calendar year rate in each of the three calendar years immediately prior to the Change in Control; and (b) Continue to provide the Executive during the remainder of the Contract Period with health, hospitalization and medical insurance, as were provided effect at the time of the Executive’s termination, plus (B) 2.0 times the greater of (i) the Executive’s average annual bonus paid by the Company to the Executive for the three (3) fiscal years preceding the fiscal year in which the Executive’s termination of employment occurs, or (ii) the annual bonus paid by the Company to the Executive for the last completed fiscal year. The severance amount shall be paid in a lump sum within thirty (30) days of the Executive Termination of Employment. b. Provided that the Executive is eligible for and timely elects COBRA continuation coverage, during the 18-month period following the Executive’s termination date, the Company shall reimburse the Executive for the monthly COBRA cost of continued coverage for the Executive, and, where applicable, his employment with spouse and dependents, paid by the Executive under the Company’s group health plan pursuant to Section 4980B of the Code, at less the amount that the Executive would be required to contribute for such health coverage if the Executive were an active employee of the Company (the “Monthly COBRA Costs”). Following the foregoing 18-month period, if the Executive secures an individual policy for health coverage for himself and, where applicable, his spouse and dependents, the Company will reimburse the Executive for the monthly cost of such coverage for the period commencing on the first day following the 18-month period and ending on the last day of the 24-month following the Executive’s termination date; provided that the amount of the Company's cost (subject ’s reimbursement for any month during this period will not exceed the Monthly COBRA Costs. Notwithstanding the foregoing, the Company reserves the right to standard deductibles and co-pays, and restructure the foregoing continued coverage arrangement in any manner reasonably necessary or appropriate to avoid penalties or negative tax consequences to the Company or the Executive's continuing payment of his part of , as determined by the premium for family coverage, if applicable). Company in its sole and absolute discretion. c. The Executive shall not have a duty to mitigate the damages suffered by him in connection with the termination by the Company of his employment without Cause or a resignation for Good Reason during the Contract Period. If . d. Notwithstanding anything contained herein to the Company fails to pay contrary, upon termination of the Executive the lump sum amount due him hereunder or to provide him with the health, hospitalization and medical insurance benefits due under this sectionExecutive’s employment for any reason, the Executive, after giving 10 days' written notice to the Company identifying the Company's failure, shall be entitled to recover from the Company all of his reasonable legal fees and expenses incurred in connection with his enforcement against the Company of the terms of this Agreement. The Executive shall be denied payment deemed to have automatically resigned from all positions, including as an officer and, if applicable, as a director or member of his legal fees the Board and expenses only if a court finds that any committees thereof, or the Executive sought payment board of such fees without reasonable cause and not in good faithdirectors or committees of any of the Company’s subsidiaries or affiliates or any other fiduciary positions with the Company or its subsidiaries or affiliates.

Termination Without Cause or Resignation for Good Reason. The Company may terminate the Executive without Cause during the Contract Period by written notice to the Executive providing four weeks notice. The Executive may resign for Good Reason during the Contract Period upon four weeks' written notice to the Company specifying facts and circumstances claimed to support the Good Reason. The Executive shall be entitled to give a Notice of Termination that his or her employment is being terminated for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good Reason. If the Company terminates the Executive's employment during the Contract Period without Cause or if the Executive Resigns for Good Reason, the Company shall, subject to Section 12 hereof: (a) Within 20 business days of the termination of employment pay the Executive a lump sum severance payment in an amount equal to three (3.0) times the highest annual cash compensation, consisting solely of salary and bonus, as well as any 401(k) deferral, paid to the Executive during any calendar year in each of the three calendar years immediately prior to the Change in Control, along with any Gross-Up Payment due under Section 12 hereof for the calendar year of the termination; and (b) Continue to provide the Executive during the remainder of the Contract Period with health, hospitalization and medical insurance, as were provided at the time of the termination of his employment with the Company, at the Company's cost (subject to standard deductibles and co-pays, and the Executive's continuing payment of his part of the premium for family coverage, if applicable). The Executive shall not have a duty to mitigate the damages suffered by him in connection with the termination by the Company of his employment without Cause or a resignation for Good Reason during the Contract Period. If the Company fails to pay the Executive the lump sum amount due him hereunder or the Gross-Up Payment due under Section 12 hereof, or to provide him with the health, hospitalization and medical insurance benefits due under this section, the Executive, after giving 10 days' written notice to the Company identifying the Company's failure, shall be entitled to recover from the Company all of his reasonable legal fees and expenses incurred in connection with his enforcement against the Company of the terms of this Agreement. The Executive shall be denied payment of his legal fees and expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and not in good faith.

Termination Without Cause or Resignation for Good Reason. The Company may terminate the Executive without Cause during the Contract Period by written notice to the Executive providing four weeks notice. The Executive may resign for Good Reason during the Contract Period upon four weeks' written notice to the Company specifying facts and circumstances claimed to support the Good Reason. The Executive shall be entitled to give a Notice of Termination that his or her employment is being terminated for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good Reason. If the Company terminates the Executive's employment during the Contract Period without Cause or if the Executive Resigns for Good Reason, the Company shall, subject to Section 12 hereof: (a) Within 20 business days of the termination of employment pay the Executive a lump sum severance payment in an amount equal to three (3.0) times the highest annual cash compensation, consisting solely of salary and bonus, as well as any 401(k) deferral, paid to the Executive by the Company or its predecessor by merger during any calendar year in each of the three calendar years immediately prior to the Change in Control; provided, however, that any deferred compensation or bonus (unrelated to performance) paid to Executive prior to March 7, 1997 as a consequence of the acquisition of Midland Bancorp, Inc. shall be excluded from the definition of cash compensation; and (b) Continue to provide the Executive during the remainder of the Contract Period with health, hospitalization and medical insurance, as were provided at the time of the termination of his employment with the Company, at the Company's cost (subject to standard deductibles and co-pays, and the Executive's continuing payment of his part of the premium for family coverage, if applicable). The Executive shall not have a duty to mitigate the damages suffered by him in connection with the termination by the Company of his employment without Cause or a resignation for Good Reason during the Contract Period. If the Company fails to pay the Executive the lump sum amount due him hereunder or to provide him with the health, hospitalization and medical insurance benefits due under this section, the Executive, after giving 10 days' written notice to the Company identifying the Company's failure, shall be entitled to recover from the Company all of his reasonable legal fees and expenses incurred in connection with his enforcement against the Company of the terms of this Agreement. The Executive shall be denied payment of his legal fees and expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and not in good faith.

Termination Without Cause or Resignation for Good Reason. The Company may terminate the Executive without Cause during the Contract Period by written notice to the Executive providing four weeks notice. The Executive may resign for Good Reason during the Contract Period upon four weeks' ’ written notice to the Company specifying facts and circumstances claimed to support the Good Reason. The Executive shall be entitled to give a Notice of Termination that his or her employment is being terminated for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good Reason. If the Company terminates the Executive's ’s employment during the Contract Period without Cause or if the Executive Resigns for Good Reason, the Company shall, subject to Section section 12 hereof: (a) a. Within 20 business days of the termination of employment pay the Executive a lump sum severance payment in an amount equal to three to: (3.0) times the highest annual cash compensationi), consisting solely of salary and bonus, as well as any 401(k) deferral, paid to if the Executive during any calendar year in each has been continuously employed by the Bank for less than 6 full years but more than 3 years, then six (6) months of the three calendar years immediately prior to the Change in ControlBase Salary plus a Pro-rata Bonus Amount; and or (b) Continue to provide ii), if the Executive during has been continuously employed by the remainder Bank for 6 full years or more, one (1) year of Base Salary plus a Pro-rata Bonus Amount; b. the Contract Period with healthCompany shall, hospitalization and medical insurance, as were provided at the time within 20 business days of the termination of his employment with the Company, at pay the Company's cost Executive a lump sum amount equal to one hundred percent (subject to standard deductibles and co-pays, and the Executive's continuing payment of his part 100%) of the premium of the life insurance coverage provided to a similarly situated active employee (based upon the coverage and rates in effect on the date the Executive terminates employment) for family coveragethe equivalent period of the lump sum severance payment (i.e. six (6) months or one (1) year); and c. the Company shall, if applicable)within 20 business days of the termination of employment, pay the Executive a lump sum amount equal to one hundred twenty-five percent (125%) of (A) the aggregate COBRA premium amounts (based upon COBRA rates then in effect) for the equivalent period of the lump sum payment (i.e. six (6) months or one (1) year) of the medical and dental coverage that was being provided to the Executive (and his spouse) at the time of termination of employment with the Company, minus (B) the aggregate amount of any employee contribution that would have been required of the Executive (determined as of the termination of employment) for such period. The Executive shall not have a duty to mitigate the damages suffered by him the Executive in connection with the termination by the Company of his the Executive’s employment without Cause or a resignation for Good Reason during the Contract Period. If the Company fails to pay the Executive the any lump sum amount amounts due him hereunder or to provide him with the health, hospitalization and medical insurance benefits due under this sectionExecutive hereunder, the Executive, after giving 10 days' ’ written notice to the Company identifying the Company's ’s failure, shall be entitled to recover from the Company all of his the Executive’s reasonable legal fees and expenses incurred in connection with his the enforcement against the Company of the terms of this Agreement. The Executive shall be denied payment of his or her legal fees and expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and not in good faithcause.

Termination Without Cause or Resignation for Good Reason. The In the event of termination of Executive’s employment by Company may terminate the Executive without Cause during the Contract Period by written notice to the Executive providing four weeks notice. The Executive may resign for Good Reason during the Contract Period upon four weeks' written notice to the Company specifying facts and circumstances claimed to support the Good Reason. The Executive shall be entitled to give a Notice of Termination that his or her employment is being terminated for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good Reason. If the Company terminates the Executive's employment during the Contract Period without Cause or if the Executive Resigns resigns for Good Reason, Executive will be entitled to (A) the benefits set forth in paragraph (a)(i) of this Section; (B) six months base salary if Executive has been employed by the Company shallas Chief Executive Officer for less than one year, or twelve (12) months’ base salary if Executive has been employed by the Company as Chief Executive Officer for at least one year, which may be paid in a lump sum or, at the election of the Company, in installments consistent with the payment of Executive’s salary while employed by the Company, subject to Section 12 hereof: such payroll deductions and withholdings as are required by law; (aC) Within 20 business days payment of such portion of any bonus earned through the termination actual attainment of employment pay such objective performance goals as may have been set by the Executive Compensation Committee or Board of Directors for the earning of a lump sum severance payment in an amount equal to three (3.0) times bonus for the highest annual cash compensation, consisting solely of salary and bonus, as well as any 401(k) deferral, paid to the Executive during any calendar year in each which Executive was terminated without Cause, subject to such payroll deductions and withholdings as are required by law; (D) payment, for a period of the three calendar years immediately prior to the Change in Control; and (b) Continue to provide the twelve months, of any health insurance benefits that Executive during the remainder of the Contract Period with health, hospitalization and medical insurance, as were provided was receiving at the time of termination of Executive’s employment under a Company employee health insurance plan subject to COBRA and (E) (1) Executive’s unvested stock options that would were scheduled to vest based on the passage of time during the twelve months following the date of termination of Executive’s employment shall vest, and (2) his unvested stock options that vest based on the attainment of performance goals or milestones shall vest (a) fully to the extent such performance goals or milestones have been achieved as of the date of termination of his employment, as determined by the Board of Directors or Compensation Committee, and (b) pro rata to the extent of pro rata achievement of performance goals or milestones, as determined by the Board of Directors or Compensation Committee, during the elapsed portion of the performance period ending on the date of termination of his employment. This paragraph shall not apply to (x) termination of Executive’s employment with the by a Subsidiary if Executive remains employed by Company, at the Company's cost or (subject to standard deductibles and co-paysy) termination of Executive’s employment by Company if Executive remains employed by a Subsidiary in a manner that does not constitute a diminution in Executive’s authority, and the Executive's continuing payment of his part of the premium for family coverageduties, if applicable). The Executive shall not have a duty to mitigate the damages suffered by him in connection with the termination by the Company of his employment without Cause or a resignation for Good Reason during the Contract Period. If the Company fails to pay the Executive the lump sum amount due him hereunder or to provide him with the health, hospitalization and medical insurance benefits due under this section, the Executive, after giving 10 days' written notice to the Company identifying the Company's failure, shall be entitled to recover from the Company all of his reasonable legal fees and expenses incurred in connection with his enforcement against the Company of the terms of this Agreement. The Executive shall be denied payment of his legal fees and expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and not in good faithresponsibility.

Termination Without Cause or Resignation for Good Reason. The Company may terminate the Executive without Cause during the Contract Period by written notice to the Executive providing four weeks notice. The Executive may resign for Good Reason during the Contract Period upon four weeks' written notice to the Company specifying facts and circumstances claimed to support the Good Reason. The Executive shall be entitled to give a Notice of Termination that his or her employment is being terminated for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good Reason. If the Company terminates the Executive's employment during the Contract Period discharges Executive without Cause or if Executive resigns from employment for Good Reason, then, in consideration, inter alia, for the restrictions contained in Sections 4 and 5, the Company will pay Executive Resigns a lump sum amount equal to one and one-half (1.5) times Annual Base Salary as in effect immediately prior to termination of employment (without regard to any reduction thereto constituting “Good Reason”). Subject to Section 8(h), such payment will be made within 30 days following Executive’s termination of employment. In addition, if the Company discharges Executive without Cause or if Executive resigns from employment for Good Reason, the Company shallwill (i) provide to Executive a prorated annual bonus for the fiscal year in which Executive’s termination occurs (the “Pro Rata Bonus”), subject such Pro Rata Bonus to Section 12 hereof: (a) Within 20 business be determined by reference to the bonus that Executive would have earned based on actual performance for the relevant fiscal year had Executive’s employment not terminated, with the resulting amount pro-rated to reflect the number of days of elapsed in the fiscal year, through and including the date on which Executive’s termination of employment pay occurs and (ii) for eighteen (18) months following Executive’s termination of employment, continue to provide to Executive and/or Executive’s dependents the Executive a lump sum severance payment in an amount equal health insurance benefits that were provided to three (3.0) times the highest annual cash compensation, consisting solely of salary and bonus, as well as any 401(k) deferral, paid to the Executive during any calendar year in each of the three calendar years them immediately prior to Executive’s termination of employment (taking into account any required employee contributions, co-payments and similar costs imposed on Executive) (the Change in Control“Continuation Benefits”); and (b) Continue provided, however, that the Company’s obligation to provide the Continuation Benefits shall end at such time as Executive during the remainder of the Contract Period with health, hospitalization and medical insurance, as were provided at the time of the termination of his employment with the Company, at the Company's cost (subject to standard deductibles and co-pays, and the Executive's continuing payment of his part of the premium for family coverage, if applicable). The Executive shall not have a duty to mitigate the damages suffered by him obtains health insurance benefits through another employer or otherwise in connection with rendering services for a third party. The parties agree to cooperate such that the termination by Continuation Benefits are, to the extent practicable, provided in a manner so as to minimize adverse tax consequences to the Company under Section 4980D of his employment without Cause or a resignation for Good Reason during the Contract PeriodCode. If the Company fails discharges Executive without Cause or if Executive resigns from employment for Good Reason, a pro-rated portion of the Initial RSU shall vest, calculated to pay reflect the Executive number of days elapsed in the lump sum amount due him hereunder or to provide him vesting period through the date of termination. Any unvested portion of the Initial RSU that does not vest in accordance with the health, hospitalization and medical insurance benefits due under this section, the Executive, after giving 10 days' written notice to the Company identifying the Company's failure, previous sentence shall be entitled forfeited. Executive will continue to recover from the Company be bound by all of his reasonable legal fees and expenses incurred in connection with his enforcement against the Company of the terms provisions of this Agreement. The Executive shall be denied payment Agreement that survive termination of his legal fees and expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and not in good faithemployment.

Termination Without Cause or Resignation for Good Reason. The Company may terminate the Executive without Cause during the Contract Period by written notice to the Executive providing four weeks notice. The Executive, or the Executive may resign for Good Reason during the Contract Period upon four weeks' prior written notice to the Company specifying facts and circumstances claimed to support the Good Reason. The Executive shall be entitled to give a Notice of Termination that his or her employment is being terminated for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good Reason. If the Company terminates the Executive's employment during the Contract Period without Cause or if the Executive Resigns resigns during the Contract Period for Good Reason, the Company shall, subject to Section 12 hereof: (a) Within within 20 business days of the Executive's termination of employment employment, pay the Executive a lump sum severance payment in an amount equal to three (3.0) two times the highest annual cash compensation, consisting solely of including only salary and cash bonus, as well as any 401(k) deferral, paid to the Executive during any calendar year in each of the three calendar years immediately prior to the Change in Control; and Control (b) Continue to provide the Executive during "Lump Sum Payment"). During the remainder of the Contract Period Period, the Company also shall continue to provide the Executive with healthand pay for medical and hospital insurance, hospitalization disability insurance and medical life insurance, as were provided and paid for at the time of the termination of his employment with the Company; provided, at that such insurance coverage shall be provided only to the extent permitted under the terms and conditions of the Company's cost (subject employee benefit plans. The Executive shall also have the right to standard deductibles and co-payspurchase from the Company, and at book value price, such automobile of the Executive's continuing payment Company, if any, as was used by the Executive while employed by the Company; provided, that the Executive exercises such right within 10 days of his part termination of employment and completes the premium for family coverage, if applicable)purchase transaction within 30 days of his termination of employment. The Executive shall not have a duty to mitigate the damages suffered by him his in connection with the termination by the Company of his employment without Cause or a resignation for Good Reason during the Contract Period. If The Lump Sum Payment is intended to be administered and interpreted in a manner such that it shall not be subject to “additional tax” within the meaning of Section 409A(a)(1)(B) of the Code. Notwithstanding any provision of this Agreement to the contrary, if and to the extent necessary to comply with the restriction in Section 409A(a)(2)(B) of the Code concerning payments to “specified employees,” the Lump Sum Payment shall be paid on the first business day of the seventh month following the Executive's separation from service with the Company, and shall be paid together with interest accrued during the period of such restriction at a rate, per annum, equal to the applicable federal short-term rate (compounded monthly) in effect under Section 1274(d) of the Code on the date of termination. Notwithstanding provision of this Agreement to the contrary, the Executive shall not be considered to have terminated employment with the Company fails for purposes of this Section 9 unless he would be considered to pay have incurred a “termination of employment” from the Company within the meaning of Treasury Regulation §1.409A-1(h)(1)(ii). The Executive acknowledges that any tax liability incurred by the Executive under Section 409A of the lump sum amount due him hereunder or to provide him with Code is solely the health, hospitalization and medical insurance benefits due under this sectionresponsibility of the Executive. For purposes of the foregoing, the Executive, after giving 10 days' written notice to the Company identifying the Company's failure, ’s salary and cash bonus shall be entitled determined without regard to recover from any reductions to such amounts made at the Company all of his reasonable legal fees and expenses incurred in connection with his enforcement against the Company election of the terms Executive, including without limitation, reductions pursuant to any deferral election under a 401(k) plan or deferred compensation plan or arrangement or contributions made under a “cafeteria plan” within the meaning of this Agreement. The Executive shall be denied payment Section 125 of his legal fees and expenses only if a court finds that the Executive sought payment Internal Revenue Code of such fees without reasonable cause and not in good faith1986, as amended.

Termination Without Cause or Resignation for Good Reason. The Company may terminate the Executive without Cause during the Contract Period by written notice to the Executive providing four weeks notice. The Executive may resign for Good Reason during the Contract Period upon four weeks' ’ written notice to the Company specifying facts and circumstances claimed to support the Good Reason. The Executive shall be entitled to give a Notice of Termination that his or her employment is being terminated for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good Reason. If the Company terminates the Executive's ’s employment during the Contract Period without Cause or if the Executive Resigns for Good Reason, the Company shall, subject to Section section 12 hereof: (a) : a. Within 20 business days of the termination of employment pay the Executive a lump sum severance payment in an amount equal to three to: (3.0) times the highest annual cash compensationi), consisting solely of salary and bonus, as well as any 401(k) deferral, paid to if the Executive during any calendar has been continuously employed by the Bank for 6 full years or more, one (1) year in each of Base Salary plus a Pro-rata Bonus Amount or (ii), if the three calendar Executive has been continuously employed by the Bank for less than 6 full years immediately prior to the Change in Controlbut more than 3 years, then six (6) months of Base Salary plus a Pro-rata Bonus Amount; and (b) and b. Continue to provide the Executive during with medical, dental and life insurance for the remainder period equal to the equivalent period of the Contract Period with health, hospitalization and medical insurance, lump sum payment (i.e. 6 months or 1 year) as were provided at the time of the termination of his the Executive’s employment with the Company, at the Company's ’s cost (subject to standard deductibles and normal co-pays, deductible and the employee contributions). Upon expiration of benefit coverages, full COBRA benefits (18 months) will be made available to Executive's continuing payment of his part of the premium for family coverage, if applicable). The Executive shall not have a duty to mitigate the damages suffered by him the Executive in connection with the termination by the Company of his the Executive’s employment without Cause or a resignation for Good Reason during the Contract Period. If the Company fails to pay the Executive the lump sum amount due him the Executive hereunder or to provide him the Executive with the health, hospitalization and medical insurance benefits due under this section, the Executive, after giving 10 days' ’ written notice to the Company identifying the Company's ’s failure, shall be entitled to recover from the Company all of his the Executive’s reasonable legal fees and expenses incurred in connection with his the enforcement against the Company of the terms of this Agreement. The Executive shall be denied payment of his or her legal fees and expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and not in good faithcause.

Termination Without Cause or Resignation for Good Reason. The Company may may, in its sole discretion, terminate the Executive Executive’s employment without Cause during the Contract Period by at any time upon written notice to the Executive providing four weeks noticeExecutive. The Executive may resign may, in his sole discretion, terminate his employment with the Company (other than by reason of a Resignation for Good Reason during the Contract Period Reason) at any time upon four weeks' written notice to the Company. The Executive shall also have the right to terminate his employment through a Resignation for Good Reason in accordance with the requirements for such termination set forth in Section 6(g) below. Upon the Effective Date of Termination resulting from any of the foregoing termination events, the Executive shall cease to have any further right to compensation or reimbursement under Section 4 (except for any unpaid compensation earned or any reimbursable expenses incurred through the Effective Date of Termination, which shall be paid or reimbursed at that time to the extent not otherwise in contravention of any applicable Code Section 409A deferral requirement) and shall not participate in any employee benefit programs under Section 5 for any period subsequent to the Effective Date of Termination, except as provided for by law. In addition, in the event the Executive’s employment is terminated by the Company specifying facts and circumstances claimed to support for any reason other than Cause, death or Disability or if the Executive’s employment terminates by reason of a Resignation for Good Reason. , the Executive shall be entitled to the following severance benefits: (i) The Executive shall be entitled to give a Notice of Termination that his or her employment is being terminated for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good Reason. If the Company terminates the Executive's employment during the Contract Period without Cause or if the Executive Resigns for Good Reason, the Company shall, subject to Section 12 hereof: (a) Within 20 business days of the termination of employment pay the Executive a lump sum cash severance payment (the “Cash Severance Payment”) in an amount equal to three (3.03) times the highest annual cash compensation, consisting solely rate of salary and bonus, as well as any 401(k) deferral, paid Annual Base Salary in effect for him on the Effective Date of Termination. The Cash Severance Payment shall be made to the Executive during any on the date of his Separation from Service in connection with such termination of employment or resignation or as soon as administratively practicable thereafter, but in no event later than the later of (x) the last day of the calendar year in which the date of the Executive’s Separation from Service occurs or (y) the fifteenth day of the third calendar month following the date of such Separation from Service, subject, however, to any further deferral required pursuant to Section 11 of this Restated Agreement. The Cash Severance Payment shall be subject to the Company’s collection of the applicable withholding taxes, and the Executive shall only be paid the net amount remaining after such withholding taxes have been collected. (ii) All of Executive’s outstanding RSUs and other unvested equity awards shall vest immediately upon such termination or resignation. To the extent any such equity awards are stock options, each of those options shall remain exercisable for the three calendar years immediately prior to underlying shares of Common Stock until the Change expiration or sooner termination of that option in Control; and (b) Continue to provide accordance with the Executive during the remainder terms of the Contract Period with healthapplicable stock option agreement. With respect to such RSUs, hospitalization and medical insurance, as were provided the shares of Common Stock underlying each such RSU award shall be issued at the time or times specified in the applicable award agreement, subject to any required deferral pursuant to the provisions of Section 11 of this Restated Agreement. All such share issuances or option exercises shall be subject to the Company’s collection of the termination of his employment with the Company, at the Company's cost (subject to standard deductibles and co-pays, and the Executive's continuing payment of his part of the premium for family coverage, if applicable). The Executive shall not have a duty to mitigate the damages suffered by him in connection with the termination by the Company of his employment without Cause or a resignation for Good Reason during the Contract Period. If the Company fails to pay the Executive the lump sum amount due him hereunder or to provide him with the health, hospitalization and medical insurance benefits due under this section, the Executive, after giving 10 days' written notice to the Company identifying the Company's failure, shall be entitled to recover from the Company all of his reasonable legal fees and expenses incurred in connection with his enforcement against the Company of the terms of this Agreement. The Executive shall be denied payment of his legal fees and expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and not in good faithapplicable withholding taxes.

Termination Without Cause or Resignation for Good Reason. The Company Employer may terminate the Executive without Cause during the Contract Period by upon four weeks’ prior written notice to the Executive providing four weeks notice. The Executive, and Executive may resign for Good Reason during the Contract Period upon four weeks' written notice to the Company specifying facts and circumstances claimed to support the Good Reason. The Executive shall be entitled to give a Notice of Termination that his or her employment is being terminated for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence but only in full accordance with the terms of an event stated to constitute Good Reasonthe third full paragraph of this Section 9. If the Company Employer terminates the Executive's ’s employment during the Contract Period without Cause or if Executive resigns during the Executive Resigns Contract Period for Good ReasonReason in full accordance with the terms of the third full paragraph of this Section 9, the Company Employer shall, subject to Section 12 hereof: on or before that date which is the later of (ai) Within 20 twenty (20) business days of after the termination of employment employment, or (ii) the next regular banking business day following the actual effective date of the fully executed and delivered Release required under Section 14 of this Agreement as a condition precedent to the payment by Employer to Executive of any amount otherwise payable under this Section 9 (it being the intention of Employer and Executive that the payment of the Lump Sum Payment, as defined below, constitute a short term deferral within the meaning of Treas. Reg. Sec. 1.409A-1(b)(4)), pay the Executive a lump sum severance payment in an amount equal to three two (3.02) times the highest annual cash compensation, consisting solely of including only salary and cash bonus, as well as any 401(k) deferral, paid to the Executive during any calendar year in each of the three calendar years immediately prior to the Change in Control; and Control (bthe “Lump Sum Payment”). If Employer has provided an automobile for Executive’s use and if (i) Continue to provide the Employer terminates Executive without Cause during the remainder term of this Agreement; (ii) Executive resigns with Good Reason during the term of this Agreement; or (iii) Employer terminates Executive’s employment under Section 7 of this Agreement by reason of Executive’s disability during the term of this Agreement, then Employer shall, for a stated purchase price of $1.00, transfer to Executive title to that automobile which Employer has, as of the Contract Period with healthdate of such termination of employment, hospitalization and medical insuranceprovided for Executive's use, as were provided which title shall, at the time of such transfer, be completely free and clear of any and all liens, encumbrances, claims and lease obligations. Executive acknowledges that the transfer to Executive of title to the automobile under the preceding sentence may generate employee compensation to Executive, and agrees that Employer may withhold from the Lump Sum Payment that amount which is necessary for Employer to fully satisfy its withholding obligations under federal and state law. Executive shall pay any sales tax liability, as well as any registration, documentation or title fees, associated with the transfer of title under this paragraph of this Section 9. Executive may not resign with Good Reason, and shall not be considered to have done so for any purpose of this Agreement, unless (i) Executive, within sixty (60) days of the initial existence of the act or failure to act by Employer which Executive believes to constitute “Good Reason” within the meaning of this Agreement, provides Employer with written notice which describes, in particular detail, the act or failure to act which Executive believes to constitute “Good Reason” and identifies the particular clause of Section 1d of this Agreement which Executive contends is applicable to such act or failure to act; (ii) Employer, within thirty (30) days of its receipt of such notice, fails or refuses to rescind such act or remedy such failure to act so as to eliminate “Good Reason” for the termination by Executive of his employment relationship with Employer, and (iii) Executive actually resigns from his employment with Employer on or before that date which is exactly six (6) calendar months after the initial existence of the act or failure to act by Employer which constitutes “Good Reason” within the meaning of this Agreement. If the requirements of the preceding sentence are not fully satisfied on a timely basis, then the resignation by Executive of his employment with Employer shall not be deemed to have been for “Good Reason”; he shall not be entitled to any of the Companybenefits to which he would have been entitled if he had resigned his employment with Employer for “Good Reason”; and, in particular, Employer shall not be required to pay any amount which would otherwise have been due to Executive under this Section 9 of this Agreement had Executive resigned with “Good Reason”. Employer and Executive acknowledge that any termination of Executive’s employment without Cause or resignation for Good Reason under this Section 9 of this Agreement is intended to qualify as a “Separation from Service” under Section 409A of the Internal Revenue Code and Treasury Regulation Section 1.409A-1(h). Executive and Employer agree that Executive will not, at any time subsequent to a termination without Cause or resignation for Good Reason under this Section 9 of this Agreement, as an employee or independent contractor, provide services to Employer or any affiliate of Employer at an annual rate which is more than twenty percent (20%) of the services rendered, on average, during the thirty six (36) full calendar months immediately preceding such termination without Cause or resignation for Good Reason under this Section 9 of this Agreement (or the full period for which Executive provided services to Employer (whether as an employee or as an independent contractor) if Executive has, at the Company's cost time of termination without Cause or resignation for Good Reason under this Section 9 of this Agreement, been providing services for a period of less than thirty six (subject to standard deductibles and co-pays, and the Executive's continuing payment of his part of the premium for family coverage, if applicable36) months). The Executive shall not have a duty to mitigate the damages suffered by him in connection with the termination by the Company Employer of his employment without Cause or a resignation for Good Reason during the Contract Period. If the Company Employer fails to pay the Executive the lump sum amount due him hereunder Lump Sum Payment or to provide him with the health, hospitalization and medical insurance benefits due under this section, the Executive, after giving 10 ten (10) days' ’ written notice to the Company Employer identifying the Company's Employer’s failure, shall be entitled to recover from the Company Employer all of his reasonable legal fees and expenses incurred in connection with his enforcement against the Company Employer of the terms of this Agreement. The Employer agrees to pay such legal fees and expenses to Executive on demand. Executive shall be denied payment of his legal fees and expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and in bad faith. Notwithstanding any term of this paragraph to the contrary, if at such time as payment of the Lump Sum Payment would otherwise be due under this Section 9 of this Agreement Employer and Executive are opposing parties to any litigation, then (i) Employer need not tender payment to Executive of such Lump Sum Payment, or provide Executive with any other payment or benefit which would otherwise be made to or conferred upon Executive under this Agreement, until such time as such litigation is resolved with finality, and then only in accordance with the applicable terms of the resolution of such litigation, and (ii) Executive may not recover any legal fees from Employer under this paragraph of this Section 9, and may recover only such legal fees, if any, as are to be paid by Employer under the applicable terms of the resolution of such litigation. If, in accordance with and pursuant to this Section 9 of this Agreement, either (i) Employer terminates Executive without Cause or (ii) Executive resigns for Good Reason, in either case during the Contract Period (a “Benefits Continuation Event”), then Employer shall, for the remainder of the Contract Period (the “Continuing Coverage Period”), either provide Executive with continued benefits under, or defray the cost of continued benefits which are comparable to those provided by, those medical and dental benefit plans, life insurance plans, and disability insurance plans (the “Continuing Coverage Plans”) which are sponsored by Employer and in which Executive is a participant as of the date of the termination of Executive's employment. During the Continuing Coverage Period, Employer shall, if and only to the extent possible under the terms of such plans, continue Executive’s participation in the Continuing Coverage Plans for the Continuing Coverage Period, which continued participation shall be under all of the costs, terms and conditions that are applicable to or imposed upon employees of similar title to Executive, as such costs, terms and conditions may change from time to time during the remainder of the Continuing Coverage Period. To the extent that the terms of any of the Continuing Coverage Plans are such that the actual participation of Executive cannot be continued after a Benefits Continuation Event, then Employer shall, for the duration of the Continuing Coverage Period, provide Executive with a periodic payment, or periodic payments, in that amount or those amounts which Employer determines in the exercise of its reasonable discretion and in good faithfaith to be fully sufficient to defray the cost to Executive of participation in plans which provide benefits that are materially identical to those benefits provided by those Continuing Coverage Plans in which, by their terms, Executive cannot continue to participate subsequent to the termination of Executive's employment. Any such payment or payments shall be defined as Coverage Continuation Reimbursement Payments. Executive and Employer specifically agree that the reimbursement by Employer through the Continuing Coverage Period of the full monthly COBRA amount which would, in the absence of this Agreement, be charged to Executive for continuing coverage under the medical benefits plan sponsored by Employer, and in which Executive is a participant as of the termination of Executive's employment, shall constitute full tender of performance under this Agreement with respect to such medical benefits plan. All Coverage Continuation Reimbursement Payments shall be paid by Employer to Executive five (5) days prior to the date when the expense to be reimbursed is due and payable by Executive. If at any time during the Continuing Coverage Period, Executive becomes employed by another employer which provides one or more of the benefits provided under the Continuing Coverage Plans, then Employer shall, immediately and from the date when such benefits are made available to the Employee by the successor employer, be relieved of its obligation to provide such benefits, or Coverage Continuation Reimbursement Payments for such benefits, to the extent such benefits are duplicative of those which are provided to Executive by Executive’s new employer. Executive shall notify Employer at such time as Executive becomes employed by any successor employer, and shall provide Employer with such information pertaining to the employee benefit plans of the successor employer as is sufficient for Employer to reach a conclusion as to whether the preceding sentence is applicable. Any failure by Executive to provide such information to Employer on a timely basis shall give rise to a claim by Employer against Executive for (i) the entire aggregate cost of those benefits provided under the Continuing Coverage Plans and those Coverage Continuation Reimbursement Payments which Employer would not have been obligated to provide or tender had the information required under the preceding sentence been provided to Employer on a timely basis, and (ii) legal fees incurred by Employer in asserting a claim against Executive under this sentence.

Termination Without Cause or Resignation for Good Reason. The Company may terminate the Executive without Cause during the Contract Period by written notice to the Executive providing four weeks notice. The Executive may resign for Good Reason during the Contract Period upon four weeks' ’ written notice to the Company specifying facts and circumstances claimed to support the Good Reason. The Executive shall be entitled to give a Notice of Termination that his or her employment is being terminated for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good Reason. If the Company terminates the Executive's ’s employment during the Contract Period without Cause or if the Executive Resigns for Good ReasonReason during the Contract Period, the Company shall, subject to Section section 12 hereof: (a) Within a. within 20 business days of the termination of employment employment, pay the Executive a lump sum severance payment in an amount equal to three (3.0i) two (2) times the Executive’s highest annual cash compensation, consisting solely of salary and bonus, as well as (including any 401(k) plan or DCP deferral) paid during or for a calendar year, paid to the Executive during in any calendar year in each of the three calendar years immediately prior to the Change Change-in-Control, plus (ii) a pro-rata cash bonus equal to a fraction of the cash bonus awarded to the Executive for the prior calendar year, where the numerator of the fraction is the number of whole or partial months in Controlthe current calendar year which elapsed before the termination of employment and the denominator is twelve (12); and (b) Continue to provide b. within 20 business days of the termination of employment, pay the Executive during a lump sum amount equal two (2) times (A) the remainder of aggregate annual COBRA premium amounts (based upon COBRA rates then in effect) and annual dental coverage premium amounts, reflecting what was being provided to the Contract Period with health, hospitalization Executive (and medical insurance, as were provided his spouse and family) at the time of 101569855.1 termination of employment, minus (B) the aggregate annual amount of any employee contribution that would have been required of the Executive (determined as of the termination of his employment with the Company, at the Company's cost (subject to standard deductibles and co-pays, and the Executive's continuing payment of his part of the premium for family coverage, if applicableemployment). The Executive shall not have a duty to mitigate the damages suffered by him the Executive in connection with the termination by the Company of his the Executive’s employment without Cause or a resignation for Good Reason during the Contract Period. For the avoidance of doubt, amounts payable hereunder will not be reduced or offset by amounts or benefits earned by the Executive elsewhere. If the Company fails to pay the Executive the any lump sum amount due him hereunder amounts or to provide him with the health, hospitalization and medical insurance other benefits due under this sectionthe Executive hereunder, the Executive, after giving 10 days' ’ written notice to the Company identifying the Company's ’s failure, shall be entitled to recover from the Company on a monthly basis as incurred all of his the Executive’s reasonable legal fees and expenses incurred in connection with his enforcement against the Company of the terms of this Agreement. The Executive shall be denied payment of his legal fees and expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and not in good faith.

Termination Without Cause or Resignation for Good Reason. The Company may terminate the Executive without Cause during the Contract Period by written notice to the Executive providing four weeks notice. The Executive may resign for Good Reason during the Contract Period upon four weeks' written notice to the Company specifying facts and circumstances claimed to support the Good Reason. The Executive shall be entitled to give a Notice of Termination that his or her employment is being terminated for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good Reason. If the Company terminates the Executive's employment during the Contract Period without Cause or if the Executive Resigns for Good Reason, the Company shall, subject to Section 12 hereof: (a) Within 20 business days of the termination of employment pay the Executive a lump sum severance payment in an amount equal to three (3.0) times the highest annual cash compensation, consisting solely of salary and bonus, as well as any 401(k) deferral, paid to the Executive during any calendar year in each of the three calendar years immediately prior to the Change in Control; and (b) Continue to provide the Executive during the remainder of the Contract Period with health, hospitalization and medical insurance, as were provided at the time of the termination of his employment with the Company, at the Company's cost (subject to standard deductibles and co-pays, and the Executive's continuing payment of his part of the premium for family coverage, if applicable). The Executive shall not have a duty to mitigate the damages suffered by him in connection with the termination by the Company of his employment without Cause or a resignation for Good Reason during the Contract Period. If the Company fails to pay the Executive the lump sum amount due him hereunder or to provide him with the health, hospitalization and medical insurance benefits due under this section, the Executive, after giving 10 days' written notice to the Company identifying the Company's failure, shall be entitled to recover from the Company all of his reasonable legal fees and expenses incurred in connection with his enforcement against the Company of the terms of this Agreement. The Executive shall be denied payment of his legal fees and expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and not in good faith.

Termination Without Cause or Resignation for Good Reason. The Company may terminate the Executive without Cause during the Contract Period by written notice to the Executive providing four weeks notice. The Executive may resign for Good Reason during the Contract Period upon four weeks' ’ written notice to the Company specifying facts and circumstances claimed to support the Good Reason. The Executive shall be entitled to give a Notice of Termination that his or her employment is being terminated for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good Reason. If the Company terminates the Executive's ’s employment during the Contract Period without Cause or if the Executive Resigns for Good ReasonReason during the Contract Period, the Company shall, subject to Section section 12 hereof: (a) Within a. within 20 business days of the termination of employment employment, pay the Executive a lump sum severance payment in an amount equal to three (3.03) times the Executive’s highest annual cash compensationcompensation paid during or for a calendar year, consisting solely of salary and bonus, as well as in any 401(k) deferral, paid to the Executive during any calendar year in each of the three calendar years immediately prior to the Change in Change-in-Control, where annual compensation means (i) salary paid during a calendar year (including any 401(k) plan or DCP deferral) plus (ii) cash bonuses awarded to the Executive for such calendar year, regardless of when paid; and (b) Continue to provide b. within 20 business days of the termination of employment, pay the Executive during a lump sum amount equal three (3) times (A) the remainder of aggregate annual COBRA premium amounts (based upon COBRA rates then in effect) and annual dental coverage premium amounts, reflecting what was being provided to the Contract Period with health, hospitalization Executive (and medical insurance, as were provided his spouse and family) at the time of termination of employment, minus (B) the aggregate annual amount of any employee contribution that would have been required of the Executive (determined as of the termination of his employment with the Company, at the Company's cost (subject to standard deductibles and co-pays, and the Executive's continuing payment of his part of the premium for family coverage, if applicableemployment). The Executive shall not have a duty to mitigate the damages suffered by him the Executive in connection with the termination by the Company of his the Executive’s employment without Cause or a resignation for Good Reason during the Contract Period. For the avoidance of doubt, amounts payable hereunder will not be reduced or offset by amounts or benefits earned by the Executive elsewhere. If the Company fails to pay the Executive the any lump sum amount due him hereunder amounts or to provide him with the health, hospitalization and medical insurance other benefits due under this sectionthe Executive hereunder, the Executive, after giving 10 days' ’ written notice to the Company identifying the Company's ’s failure, shall be entitled to recover from the Company on a monthly basis as incurred all of his the Executive’s reasonable legal fees and expenses incurred in connection with his enforcement against the Company of the terms of this Agreement. The Executive shall be denied payment of his legal fees and expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and not in good faith.

Termination Without Cause or Resignation for Good Reason. The ------------------------------------------------------------- Company may terminate the Executive without Cause during the Contract Period by written notice to the Executive providing four weeks notice. The Executive may resign for Good Reason during the Contract Period upon four weeks' written notice to the Company specifying facts and circumstances claimed to support the Good Reason. The Executive shall be entitled to give a Notice of Termination that his or her employment is being terminated for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good Reason. If the Company terminates the Executive's employment during the Contract Period without Cause or if the Executive Resigns for Good Reason, the Company shall, subject to Section 12 hereof: (a) Within 20 business days of the termination of employment pay the Executive a lump sum severance payment in an amount equal to three (3.0) times the highest annual cash compensation, consisting solely of salary and bonus, as well as any 401(k) deferral, paid to the Executive during any calendar year in each of the three calendar years immediately prior to the Change in Control; and (b) Continue to provide the Executive during the remainder of the Contract Period with health, hospitalization and medical insurance, as were provided at the time of the termination of his employment with the Company, at the Company's cost (subject to standard deductibles and co-pays, and the Executive's continuing payment of his part of the premium for family coverage, if applicable). The Executive shall not have a duty to mitigate the damages suffered by him in connection with the termination by the Company of his employment without Cause or a resignation for Good Reason during the Contract Period. If the Company fails to pay the Executive the lump sum amount due him hereunder or to provide him with the health, hospitalization and medical insurance benefits due under this section, the Executive, after giving 10 days' written notice to the Company identifying the Company's failure, shall be entitled to recover from the Company all of his reasonable legal fees and expenses incurred in connection with his enforcement against the Company of the terms of this Agreement. The Executive shall be denied payment of his legal fees and expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and not in good faith.

Termination Without Cause or Resignation for Good Reason. a. The Company Employer may terminate the Executive without Cause during the Contract Period by giving the Executive not less than four weeks' prior written notice to the Executive providing four weeks noticeExecutive. The During the Contract Period, the Executive may resign for within 90 days following the initial occurrence of a condition constituting a Good Reason during the Contract Period upon giving not less than four weeks' prior written notice to the Company Employer specifying facts and circumstances claimed to support the condition constituting Good Reason. The Executive shall be entitled to give a Notice date of Termination that his or her termination of employment is being terminated for Good Reason at any time during shall be no later than twenty-four months following commencement of the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good Reason. If the Company Employer terminates the Executive's employment during the Contract Period without Cause or if the Executive Resigns resigns for Good Reason, the Company Employer shall, subject to Section 12 hereof: (a) Within 20 business days of the upon such termination of employment employment, pay the Executive a lump sum severance payment in an amount equal to three (3.0) 250% times the highest annual cash average of the annualized compensation, consisting solely comprised of annualized salary and bonus, as well as any 401(k) deferralcash incentive or bonus compensation, paid or accrued to the Executive during any calendar year in each the thirty-six month period (or such lesser number of the three calendar years months of actual employment) immediately prior to the Change in Control (the "Lump Sum Payment"). Notwithstanding the foregoing, any notice of resignation for Good Reason during the Contract Period furnished by the Executive to the Employer shall not be effective prior to the date that is three months following the date of the Change in Control; and, and the Executive shall continue to work through such three month period, unless the Employer shall agree in writing to an earlier effective date of such resignation. b. For a period of eighteen (b18) Continue months following the effective date of such termination of employment following a Change in Control, whether resulting from without Cause termination initiated by the Employer or for Good Reason initiated by the Executive, the Employer shall continue to provide the Executive during with and pay the remainder of the Contract Period with healthapplicable premiums for medical and hospital insurance, hospitalization disability insurance and medical insurancelife insurance benefits, as were provided and paid for at the time of the termination of his or her employment with the CompanyEmployer; provided that, if at any time during such eighteen month period, the Company's cost (subject Executive becomes employed by another employer which provides one or more such benefits, the Employer shall, immediately and from the date when such benefits are made available to standard deductibles and co-paysthe Executive by the successor employer, and be relieved of its obligation to provide such benefits to the extent such benefits are duplicative of what is provided to the Executive by the Executive's continuing new employer. If the Employer cannot provide the benefits set forth in this Section 9(b) because Executive is no longer an employee and applicable rules and regulations prohibit the continuation of such benefits in the manner contemplated, or it would subject the Employer to penalties, then the Employer shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of his part such benefits or the value of the premium for family coverage, if applicable)remaining benefits at the time of such determination. The cash payment shall be made in a lump sum within thirty (30) days after the later of Executive's date of termination or the effective date of the rules or regulations prohibiting the benefits or subjecting the Bank to penalties. c. The Executive shall not have a duty to mitigate the damages suffered by him or her in connection with the termination by the Company Employer of his or her employment without Cause or a resignation for Good Reason during the Contract Period. If the Company Employer fails to pay the Executive the lump sum amount due him hereunder Lump Sum Payment or to provide him or her with the health, hospitalization and medical insurance benefits due under this sectionSection 9, the Executive, after giving 10 ten (10) days' written notice to the Company Employer identifying the CompanyEmployer's failure, shall be entitled to recover from the Company Employer all of his or her reasonable legal fees and expenses incurred in connection with his or her enforcement against the Company Employer of the terms of this Agreement. The Employer agrees to pay such legal fees and expenses to the Executive on demand. The Executive shall be denied payment of his or her legal fees and expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and in bad faith. Notwithstanding the foregoing, in the event that the Executive delivers written notice to the Employer of his or her termination of employment for Good Reason, the Employer will have a period of 30 calendar days during which the Employer may remedy the condition constituting Good Reason and if such condition is remedied, shall not in good faithbe required to pay the amount due to the Executive under this Section 9 and such termination of employment shall not be effective.

Termination Without Cause or Resignation for Good Reason. The Company Employer may terminate the Executive without Cause during the Contract Period by upon four weeks’ prior written notice to the Executive providing four weeks notice. The Executive, and Executive may resign for Good Reason during the Contract Period upon four weeks' written notice to the Company specifying facts and circumstances claimed to support the Good Reason. The Executive shall be entitled to give a Notice of Termination that his or her employment is being terminated for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence but only in full accordance with the terms of an event stated to constitute Good Reasonthe third full paragraph of this Section 9. If the Company Employer terminates the Executive's ’s employment during the Contract Period without Cause or if Executive resigns during the Executive Resigns Contract Period for Good ReasonReason in full accordance with the terms of the third full paragraph of this Section 9, the Company Employer shall, subject to Executive’s full and timely tender of performance under Section 12 hereof: 14 of this Agreement, pay to Executive on that date which is ninety (a90) Within 20 business days of after the termination of his employment pay the Executive a lump sum severance payment in an amount equal to three two (3.02) times the highest annual cash compensation, consisting solely of including only salary and cash bonus, as well as any 401(k) deferral, paid to the Executive during any calendar year in each of the three calendar years immediately prior to the Change in ControlControl (the “Lump Sum Payment”). Executive may not resign with Good Reason, and shall not be considered to have done so for any purpose of this Agreement, unless (i) Executive, within sixty (60) days of the initial existence of the act or failure to act by Employer which Executive believes to constitute “Good Reason” within the meaning of this Agreement, provides Employer with written notice which describes, in particular detail, the act or failure to act which Executive believes to constitute “Good Reason” and identifies the particular clause of Section 1d of this Agreement which Executive contends is applicable to such act or failure to act; (ii) Employer, within thirty (30) days of its receipt of such notice, fails or refuses to rescind such act or remedy such failure to act so as to eliminate “Good Reason” for the termination by Executive of his employment relationship with Employer, and (iii) Executive actually resigns from his employment with Employer on or before that date which is exactly six (6) calendar months after the initial existence of the act or failure to act by Employer which constitutes “Good Reason” within the meaning of this Agreement. If the requirements of the preceding sentence are not fully satisfied on a timely basis, then the resignation by Executive of his employment with Employer shall not be deemed to have been for “Good Reason”; he shall not be entitled to any of the benefits to which he would have been entitled if he had resigned his employment with Employer for “Good Reason”; and , in particular, Employer shall not be required to pay any amount which would otherwise have been due to Executive under this Section 9 of this Agreement had Executive resigned with “Good Reason”. Employer and Executive acknowledge that any termination of Executive’s employment without Cause or resignation for Good Reason under this Section 9 of this Agreement is intended to qualify as a “Separation from Service” under Section 409A of the Internal Revenue Code and Treasury Regulation Section 1.409A-1(h). Executive and Employer agree that Executive will not, at any time subsequent to a termination without Cause or resignation for Good Reason under this Section 9 of this Agreement, as an employee or independent contractor, provide services to Employer or any affiliate of Employer at an annual rate which is more than twenty percent (b20%) Continue to provide of the Executive services rendered, on average, during the remainder thirty six (36) full calendar months immediately preceding such termination without Cause or resignation for Good Reason under this Section 9 of this Agreement (or the Contract Period with healthfull period for which Executive provided services to Employer (whether as an employee or as an independent contractor) if Executive has, hospitalization and medical insurance, as were provided at the time of the termination without Cause or resignation for Good Reason under this Section 9 of his employment with the Companythis Agreement, at the Company's cost been providing services for a period of less than thirty six (subject to standard deductibles and co-pays, and the Executive's continuing payment of his part of the premium for family coverage, if applicable36) months). The Executive shall not have a duty to mitigate the damages suffered by him his in connection with the termination by the Company Employer of his employment without Cause or a resignation for Good Reason during the Contract Period. If the Company Employer fails to pay the Executive the lump sum amount due him hereunder Lump Sum Payment or to provide him with the health, hospitalization and medical insurance benefits due under this section, the Executive, after giving 10 ten (10) days' ’ written notice to the Company Employer identifying the Company's Employer’s failure, shall be entitled to recover from the Company Employer all of his reasonable legal fees and expenses incurred in connection with his enforcement against the Company Employer of the terms of this Agreement. The Employer agrees to pay such legal fees and expenses to Executive on demand. Executive shall be denied payment of his legal fees and expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and in bad faith. Notwithstanding any term of this paragraph to the contrary, if at such time as payment of the Lump Sum Payment would otherwise be due under this Section 9 of this Agreement Employer and Executive are opposing parties to any litigation, then (i) Employer need not tender payment to Executive of such Lump Sum Payment, or provide Executive with any other payment or benefit which would otherwise be made to or conferred upon Executive under this Agreement, until such time as such litigation is resolved with finality, and then only in accordance with the applicable terms of the resolution of such litigation, and (ii) Executive may not recover any legal fees from Employer under this paragraph of this Section 9, and may recover only such legal fees, if any, as are to be paid by Employer under the applicable terms of the resolution of such litigation. If, in accordance with and pursuant to this Section 9 of this Agreement, either (i) Employer terminates Executive without Cause or (ii) Executive resigns for Good Reason, in either case during the Contract Period (a “Benefits Continuation Event”), then Employer shall, for the remainder of the Contract Period (the “Continuing Coverage Period”), either provide Executive with continued benefits under, or defray the cost of continued benefits which are comparable to those provided by, those medical and dental benefit plans, life insurance plans, and disability insurance plans (the “Continuing Coverage Plans”) which are sponsored by Employer and in which Executive is a participant as of the date of the termination of Executive's employment. During the Continuing Coverage Period, Employer shall, if and only to the extent possible under the terms of such plans, continue Executive’s participation in the Continuing Coverage Plans for the Continuing Coverage Period, which continued participation shall be under all of the costs, terms and conditions that are applicable to or imposed upon employees of similar title to Executive, as such costs, terms and conditions may change from time to time during the remainder of the Continuing Coverage Period. To the extent that the terms of any of the Continuing Coverage Plans are such that the actual participation of Executive cannot be continued after a Benefits Continuation Event, then Employer shall, for the duration of the Continuing Coverage Period, provide Executive with a periodic payment, or periodic payments, in that amount or those amounts which Employer determines in the exercise of its reasonable discretion and in good faithfaith to be fully sufficient to defray the cost to Executive of participation in plans which provide benefits that are materially identical to those benefits provided by those Continuing Coverage Plans in which, by their terms, Executive cannot continue to participate subsequent to the termination of Executive's employment. Any such payment or payments shall be defined as Coverage Continuation Reimbursement Payments. Executive and Employer specifically agree that the reimbursement by Employer through the Continuing Coverage Period of the full monthly COBRA amount which would, in the absence of this Agreement, be charged to Executive for continuing coverage under the medical benefits plan sponsored by Employer, and in which Executive is a participant as of the termination of Executive's employment, shall constitute full tender of performance under this Agreement with respect to such medical benefits plan. All Coverage Continuation Reimbursement Payments shall be paid by Employer to Executive five (5) days prior to the date when the expense to be reimbursed is due and payable by Executive. If at any time during the Continuing Coverage Period, Executive becomes employed by another employer which provides one or more of the benefits provided under the Continuing Coverage Plans, then Employer shall, immediately and from the date when such benefits are made available to the Employee by the successor employer, be relieved of its obligation to provide such benefits, or Coverage Continuation Reimbursement Payments for such benefits, to the extent such benefits are duplicative of those which are provided to Executive by Executive’s new employer. Executive shall notify Employer at such time as Executive becomes employed by any successor employer, and shall provide Employer with such information pertaining to the employee benefit plans of the successor employer as is sufficient for Employer to reach a conclusion as to whether the preceding sentence is applicable. Any failure by Executive to provide such information to Employer on a timely basis shall give rise to a claim by Employer against Executive for (i) the entire aggregate cost of those benefits provided under the Continuing Coverage Plans and those Coverage Continuation Reimbursement Payments which Employer would not have been obligated to provide or tender had the information required under the preceding sentence been provided to Employer on a timely basis, and (ii) legal fees incurred by Employer in asserting a claim against Executive under this sentence.

Termination Without Cause or Resignation for Good Reason. The Company may terminate the Executive without Cause during the Contract Period by written notice to the Executive providing four weeks notice. The Executive may resign for Good Reason during the Contract Period upon four weeks' ’ written notice to the Company specifying facts and circumstances claimed to support the Good Reason. The Executive shall be entitled to give a Notice of Termination that his or her employment is being terminated for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good Reason. If the Company terminates the Executive's ’s employment during the Contract Period without Cause or if the Executive Resigns for Good Reason, the Company shall, subject to Section 12 hereof: (a) Within 20 business days of the termination of employment pay the Executive a lump sum severance payment in an amount equal to three (3.0) times the highest annual cash compensation, consisting solely of salary and bonus, as well as any 401(k) deferral, paid to the Executive by the Company or its predecessor by merger during any calendar year in each of the three calendar years immediately prior to the Change in Control; provided, however, that any deferred compensation or bonus (unrelated to performance) paid to Executive prior to March 7, 1997 as a consequence of the acquisition of Midland Bancorp, Inc. shall be excluded from the definition of cash compensation; and (b) Continue to provide the Executive during the remainder of the Contract Period with health, hospitalization and medical insurance, as were provided at the time of the termination of his employment with the Company, at the Company's ’s cost (subject to standard deductibles and co-pays, and the Executive's ’s continuing payment of his part of the premium for family coverage, if applicable). The Executive shall not have a duty to mitigate the damages suffered by him in connection with the termination by the Company of his employment without Cause or a resignation for Good Reason during the Contract Period. If the Company fails to pay the Executive the lump sum amount due him hereunder or to provide him with the health, hospitalization and medical insurance benefits due under this section, the Executive, after giving 10 days' ’ written notice to the Company identifying the Company's ’s failure, shall be entitled to recover from the Company all of his reasonable legal fees and expenses incurred in connection with his enforcement against the Company of the terms of this Agreement. The Executive shall be denied payment of his legal fees and expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and not in good faith.

Termination Without Cause or Resignation for Good Reason. The Company may terminate the Executive without Cause during the Contract Period by written notice to the Executive providing four weeks thirty (30) days’ notice. The Executive may resign for Good Reason during the Contract Period upon four weeks' thirty (30) days’ written notice to in accordance with the Company specifying facts and circumstances claimed to support the Good Reason. The Executive shall be entitled to give a Notice requirements of Termination that his or her employment is being terminated for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good ReasonSection 1(e). If the Company terminates the Executive's ’s employment during the Contract Period without Cause or if the Executive Resigns for Good Reason, the Company shallshall pay the Executive the severance amounts set forth in this Section 9 below, subject to Section 12 hereof: (ai) Within 20 business days the Executive’s execution and non-revocation of a written release of all claims against the Company and all related parties with respect to all matters arising out of the Executive’s employment by the Company, or the termination of employment pay thereof, substantially in the form attached hereto as Exhibit A (the “Release”), and (ii) the Executive’s continued compliance with the restrictive covenants referenced in Section 11 below. a. The Executive shall receive a lump sum cash severance payment in an amount equal to three (3.0A) 1.5 times the highest Executive’s annual cash compensation, consisting solely of salary and bonus, as well as any 401(k) deferral, paid to Base Salary at the Executive during any calendar year rate in each of the three calendar years immediately prior to the Change in Control; and (b) Continue to provide the Executive during the remainder of the Contract Period with health, hospitalization and medical insurance, as were provided effect at the time of the Executive’s termination, plus (B) 1.5 times the greater of (i) the Executive’s average annual bonus paid by the Company to the Executive for the three (3) fiscal years preceding the fiscal year in which the Executive’s termination of his employment with occurs, or (ii) the annual bonus paid by the Company to the Executive for the last completed fiscal year. The severance amount shall be paid in a lump sum within thirty (30) days of the Executive’s Termination of Employment. b. Provided that the Executive is eligible for and timely elects COBRA continuation coverage, during the 18-month period following the Executive’s termination date, the Company shall reimburse the Executive for the monthly COBRA cost of continued coverage for the Executive, and, where applicable, his/her spouse and dependents, paid by the Executive under the Company’s group health plan pursuant to Section 4980B of the Code, at less the Company's cost amount that the Executive would be required to contribute for such health coverage if the Executive were an active employee of the Company (subject the “Monthly COBRA Costs”). Notwithstanding the foregoing, the Company reserves the right to standard deductibles and co-pays, and restructure the foregoing continued coverage arrangement in any manner reasonably necessary or appropriate to avoid penalties or negative tax consequences to the Company or the Executive's continuing payment of his part of , as determined by the premium for family coverage, if applicable). Company in its sole and absolute discretion. c. The Executive shall not have a duty to mitigate the damages suffered by him in connection with the termination by the Company of his his/her employment without Cause or a resignation for Good Reason during the Contract Period. If . d. Notwithstanding anything contained herein to the Company fails to pay contrary, upon termination of the Executive the lump sum amount due him hereunder or to provide him with the health, hospitalization and medical insurance benefits due under this sectionExecutive’s employment for any reason, the Executive, after giving 10 days' written notice to the Company identifying the Company's failure, shall be entitled to recover from the Company all of his reasonable legal fees and expenses incurred in connection with his enforcement against the Company of the terms of this Agreement. The Executive shall be denied payment deemed to have automatically resigned from all positions, including as an officer and, if applicable, as a director or member of his legal fees the Board and expenses only if a court finds that any committees thereof, or the Executive sought payment board of such fees without reasonable cause and not in good faithdirectors or committees of any of the Company’s subsidiaries or affiliates or any other fiduciary positions with the Company or its subsidiaries or affiliates.

Termination Without Cause or Resignation for Good Reason. The Company may terminate the Executive without Cause during the Contract Period by written notice to the Executive providing four weeks notice. The Executive may resign for Good Reason during the Contract Period upon four weeks' ’ written notice to the Company specifying facts and circumstances claimed to support the Good Reason. The Executive shall be entitled to give a Notice of Termination that his or her employment is being terminated for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good Reason. If the Company terminates the Executive's ’s employment during the Contract Period without Cause or if the Executive Resigns for Good Reason, the Company shall, subject to Section section 12 hereof: (a) a. Within 20 business days of the termination of employment pay the Executive a lump sum severance payment in an amount equal to three one (3.01) times the highest annual cash compensation, consisting solely year of salary Base Salary plus a Pro-rata Bonus Amount; and bonus, as well as any 401(k) deferral, paid to if the Executive during any calendar year in each has been continuously employed by the Bank for six (6) full years or more, two (2) years of the three calendar years immediately prior to the Change in ControlBase Salary plus a Pro-rata Bonus Amount; and (b) b. Continue to provide the Executive during with life insurance for the remainder period equal to the equivalent period of the Contract Period with health, hospitalization and medical insurance, lump sum payment (i.e. 1 year or 2 years) as were was provided at the time of the termination of his employment with the Company, at the Company's ’s cost (subject to standard deductibles and normal co-pays, deductible and the Executive's continuing payment of his part employee contributions). c. Within 20 business days of the termination of employment, pay the Executive a lump sum amount equal to one hundred twenty-five percent (125%) of (A) the aggregate COBRA premium amounts (based upon COBRA rates then in effect) for family coveragethe equivalent period of the lump sum payment (i.e. 1 year or 2 years) of the medical and dental coverage that was being provided to the Executive (and his spouse) at the time of termination of employment, if applicable). minus (B) the aggregate amount of any employee contribution that would have been required of the Executive (determined as of the termination of employment) for such period.” The Executive shall not have a duty to mitigate the damages suffered by him in connection with the termination by the Company of his employment without Cause or a resignation for Good Reason during the Contract Period. If the Company fails to pay the Executive the lump sum amount due him hereunder or to provide him with the health, hospitalization and medical insurance benefits due under this section, the Executive, after giving 10 days' ’ written notice to the Company identifying the Company's ’s failure, shall be entitled to recover from the Company all of his reasonable legal fees and expenses incurred in connection with his enforcement against the Company of the terms of this Agreement. The Executive shall be denied payment of his legal fees and expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and not in good faithcause.

Termination Without Cause or Resignation for Good Reason. The Company may terminate the Executive without Cause during the Contract Period by written notice to the Executive providing four weeks notice. The Executive may resign for Good Reason during the Contract Period upon four weeks' written notice to the Company specifying facts and circumstances claimed to support the Good Reason. The Executive shall be entitled to give a Notice of Termination that his or her employment is being terminated for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good Reason. If the Company terminates the Executive's employment during the Contract Period without Cause or if the Executive Resigns for Good Reason, the Company shall, subject to Section section 12 hereof: (a) a. Within 20 business days of the termination of employment pay the Executive a lump sum severance payment in an amount equal to three to: (3.0) times the highest annual cash compensationi), consisting solely of salary and bonus, as well as any 401(k) deferral, paid to if the Executive during any calendar has been continuously employed by the Bank for 6 full years or more, two (2) years of Base Salary plus a Pro-rata Bonus Amount or (ii), if the Executive has been continuously employed by 16 the Bank for less than 6 full years but more than three years, then one (1) year in each of the three calendar years immediately prior to the Change in ControlBase Salary plus a Pro-rata Bonus Amount; and (b) b. Continue to provide the Executive during with medical, dental and life insurance for the remainder of period equal to the Contract Period with health, hospitalization and medical insurance, equivalent lump sum payment (e.g. 1 or 2 years) as were provided at the time of the termination of his employment with the Company, at the Company's cost cost. Upon expiration of benefit coverages, full COBRA benefits (subject 18 months) will be made available to standard deductibles and co-pays, and the Executive's continuing payment of his part of the premium for family coverage, if applicable). The Executive shall not have a duty to mitigate the damages suffered by him in connection with the termination by the Company of his employment without Cause or a resignation for Good Reason during the Contract Period. If the Company fails to pay the Executive the lump sum amount due him hereunder or to provide him with the health, hospitalization and medical insurance benefits due under this section, the Executive, after giving 10 days' written notice to the Company identifying the Company's failure, shall be entitled to recover from the Company all of his reasonable legal fees and expenses incurred in connection with his enforcement against the Company of the terms of this Agreement. The Executive shall be denied payment of his legal fees and expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and not in good faithcause.

Termination Without Cause or Resignation for Good Reason. The Company may terminate the Executive without Cause during the Contract Period by written notice to the Executive providing four weeks notice. The Executive may resign for Good Reason during the Contract Period upon four weeks' written notice to (a) If Executive’s employment with the Company specifying facts and circumstances claimed to support the Good Reason. The Executive shall be entitled to give a Notice of Termination that his or her employment is being terminated for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good Reason. If the Company terminates the Executive's employment during the Contract Period without Cause or if the Executive Resigns resigns for Good Reason, in either case, prior to a Change in Control or more than twelve (12) months following a Change in Control, then the Company shallshall pay Executive any earned but unpaid Base Salary and unused vacation accrued through the date of termination, subject at the rates then in effect, less standard deductions and withholdings. In addition, if Executive furnishes to Section 12 hereofthe Company an executed waiver and release of claims in a form to be provided by the Company, which may include an obligation for Executive to provide reasonable transition assistance (the “Release”) that is nonrevocable prior to the Release Date, and if Executive allows such Release to become effective in accordance with its terms, then the Executive shall receive the following benefits: (ai) Within 20 business days The Company shall pay Executive an amount equal to one (1) times the sum of the Executive’s then current Base Salary (without regard to any reduction in Base Salary that would otherwise constitute Good Reason), the full amount of Executive’s annual target bonus in respect of the calendar year in which the termination of employment occurs, and any unpaid annual bonus amount with respect to the calendar year ended prior to the termination of Executive’s employment. Said amount shall be paid to Executive in a single lump sum within ten (10) days following the Release Date and will be subject to required withholding; (ii) If Executive is eligible for and timely elects COBRA continuation coverage, the Company will reimburse COBRA premiums for the first twelve (12) months of COBRA coverage; provided, however, that if Executive ceases to be eligible for COBRA or becomes eligible to enroll in the group health insurance plan of another employer, Executive will immediately notify the Company and the Company’s obligation to provide the COBRA premium benefits shall immediately cease. Further, notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of paying COBRA premiums on Executive’s behalf, the Company will pay Executive on a monthly basis a fully taxable cash payment equal to the COBRA premium for that month, subject to applicable tax withholding. This payment may be, but need not be, used by Executive to pay for COBRA premiums; and (iii) In the event that Executive’s employment is terminated on account of Special Good Reason and Executive’s performance was determined to be “Very Good” or higher against agreed objectives during Executive’s performance review immediately prior to the termination, in addition to the payments and benefits provided in Section 5.1(a)(i) and (ii), 50% of the then unvested portion of the Option, and any other options or additional equity grants that the Executive may have received, shall immediately become fully vested.] (1) (b) If Executive’s employment with the Company is terminated without Cause or Executive resigns for Good Reason, in either case, upon or on or before the twelve-month anniversary of a lump sum severance payment Change in Control (but not before a Change in Control), then the Company shall pay Executive any earned but unpaid Base Salary and unused vacation accrued through the date of termination, at the rates then in effect, less standard deductions and withholdings. In addition, if Executive furnishes to the Company an executed Release that is nonrevocable prior to the Release Date, and if Executive allows such Release to become effective in accordance with its terms, then the Executive shall receive the following benefits: (i) The Company shall pay Executive an amount equal to three one and a half (3.01.5) times the highest sum of the Executive’s then current Base Salary (without regard to any reduction in Base Salary that would otherwise constitute Good Reason), the full amount of Executive’s annual cash compensation, consisting solely target bonus in respect of salary and bonus, as well as any 401(k) deferral, paid to the Executive during any calendar year in each which the termination of employment occurs, and any unpaid annual bonus amount with respect to the calendar year ended prior to the termination of Executive’s employment. Said amount shall be paid to Executive in a single lump sum within ten (10) days following the Release Date (ii) If Executive is eligible for and timely elects COBRA continuation coverage, the Company will reimburse COBRA premiums for the first eighteen (18) months of COBRA coverage; provided, however, that if Executive ceases to be eligible for COBRA or becomes eligible to enroll in the group health insurance plan of another employer, Executive will immediately notify the Company and the Company’s obligation to provide the COBRA premium benefits shall immediately cease. Further, notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the three calendar years Public Health Service Act), then in lieu of paying COBRA premiums on Executive’s behalf, the Company will pay Executive on a monthly basis a fully taxable cash payment equal to the COBRA premium for that month, subject to applicable tax withholding. This payment may be, but need not be, used by Executive to pay for COBRA premiums. (iii) In the event that Executive’s employment is terminated on account of Special Good Reason and Executive’s performance was determined to be “Very Good” or higher against agreed objectives during Executive’s performance review immediately prior to the Change termination, in Control; and addition to the payments and benefits provided in Section 5.1(b)(i) and (b) Continue to provide the Executive during the remainder ii), 50% of the Contract Period with health, hospitalization and medical insurance, as were provided at the time then unvested portion of the termination of his employment with the Company, at the Company's cost (subject to standard deductibles and co-pays, and the Executive's continuing payment of his part of the premium for family coverage, if applicable). The Executive shall not have a duty to mitigate the damages suffered by him in connection with the termination by the Company of his employment without Cause any then outstanding options or a resignation for Good Reason during the Contract Period. If the Company fails to pay the Executive the lump sum amount due him hereunder or to provide him with the health, hospitalization and medical insurance benefits due under this section, the Executive, after giving 10 days' written notice to the Company identifying the Company's failure, shall be entitled to recover from the Company all of his reasonable legal fees and expenses incurred in connection with his enforcement against the Company of the terms of this Agreement. The Executive shall be denied payment of his legal fees and expenses only if a court finds other equity grants that the Executive sought payment may have received, which have not already accelerated pursuant to the last sentence of such fees without reasonable cause and not in good faithSection 3.3, shall immediately become fully vested.] (1) To be inserted into the employment agreements of certain executive officers at the discretion of the Board. (2) To be inserted into the employment agreements of certain executive officers at the discretion of the Board.

Termination Without Cause or Resignation for Good Reason. The Company may terminate the Executive without Cause during the Contract Period by written notice to the Executive providing four weeks notice. The Executive may resign for Good Reason during the Contract Period upon four weeks' ’ written notice to the Company specifying facts and circumstances claimed to support the Good Reason. The Executive shall be entitled to give a Notice of Termination that his or her employment is being terminated for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good Reason. If the Company terminates the Executive's ’s employment during the Contract Period without Cause or if the Executive Resigns for Good Reason, the Company shall, subject to Section section 12 hereof: (a) : a. Within 20 business days of the termination of employment pay the Executive a lump sum severance payment in an amount equal to three to: (3.0) times the highest annual cash compensationi), consisting solely of salary and bonus, as well as any 401(k) deferral, paid to if the Executive during any calendar has been continuously employed by the Bank for 6 full years or more, one (1) year in each of Base Salary plus a Pro-rata Bonus Amount or (ii), if the three calendar Executive has been continuously employed by the Bank for less than 6 full years immediately prior to the Change in Controlbut more than 3 years, then six (6) months of Base Salary plus a Pro-rata Bonus Amount; and (b) and b. Continue to provide the Executive during with medical, dental and life insurance for the remainder period equal to the equivalent period of the Contract Period with health, hospitalization and medical insurance, lump sum payment (i.e. 6 months or 1 year) as were provided at the time of the termination of his employment with the Company, at the Company's ’s cost (subject to standard deductibles and normal co-pays, deductible and the employee contributions). Upon expiration of benefit coverages, full COBRA benefits (18 months) will be made available to Executive's continuing payment of his part of the premium for family coverage, if applicable). The Executive shall not have a duty to mitigate the damages suffered by him in connection with the termination by the Company of his employment without Cause or a resignation for Good Reason during the Contract Period. If the Company fails to pay the Executive the lump sum amount due him hereunder or to provide him with the health, hospitalization and medical insurance benefits due under this section, the Executive, after giving 10 days' ’ written notice to the Company identifying the Company's ’s failure, shall be entitled to recover from the Company all of his reasonable legal fees and expenses incurred in connection with his enforcement against the Company of the terms of this Agreement. The Executive shall be denied payment of his legal fees and expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and not in good faithcause.

Termination Without Cause or Resignation for Good Reason. The Company may terminate the Executive without Cause during the Contract Period by written notice to the Executive providing four weeks notice. The Executive may resign for Good Reason during the Contract Period upon four weeks' weeks written notice to the Company specifying the facts and circumstances claimed to support the Good Reason. The Executive shall be entitled to give a Notice of Termination that his or her employment is being terminated for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good Reason. If during the Contract Period the Company terminates the Executive's ’s employment during the Contract Period without Cause or if the Executive Resigns for Good Reason, then the Executive shall be entitled to the following: (i) (subject to the possible age related reduction in the next sentence) the Company shall, subject to Section 12 hereof: (a) Within shall within 20 business days of the termination of employment pay the Executive a lump sum severance payment in an amount equal to three (3.0) times the highest annual cash compensation, consisting solely of salary (including any 401(k) plan deferral) and bonus, as well as any 401(k) deferral, paid to (or in the case of bonus accrued for) the Executive during any calendar year in each of the three calendar years immediately prior to the Change in Control; and (bii) Continue the Company shall continue to provide the Executive during for a period of three years after termination (but not beyond the remainder of date the Contract Period Executive reaches age 65) with health, hospitalization and medical insurance, as well as life and disability insurance, as were provided at the time of the termination of his employment with the Company, at the Company's ’s cost (subject to standard payment by the Executive of the same contribution amount and deductibles and co-paysas Executive previously paid); (iii) the Company shall credit Executive under the BEP immediately upon termination with additional years of credited service as if he had continued to work for the Company for eight years after the date of termination (but not beyond the date the Executive reaches age 65 or a total of 35 years of credited service), the benefit plans covered thereby had remained the same during such period, and the Executive's continuing payment BEP was not changed or modified after the Change in Control or otherwise during such period and the Company shall deem the Executive to have met the Rule of 80 for purposes of receiving an unreduced retirement benefit after reaching age 55 for the purpose of calculating his part retirement benefit for the BEP if he retires and commences benefit payments before age 65. Notwithstanding the foregoing, the Company may defer commencement of the premium Executive’s retirement benefit under the BEP for family coveragea period of six months if necessary to comply with Section 409A of the Code. After the Executive has reached age 62, if applicable)the “three times” referred to in clause (i) of the previous sentence shall be reduced to a number multiplier equal to the quotient (rounded to the nearest thousand) the numerator of which is the whole number of months left until the Executive reaches age 65 and the denominator of which is 12. The Executive shall not have a duty to mitigate the damages suffered by him in connection with the termination by the Company of his employment without Cause or a resignation for Good Reason during the Contract Period. If the Company fails to pay the Executive the lump sum amount due him hereunder or to provide him with the health, hospitalization and medical insurance insurance, life disability or BEP benefits due under this sectionsection or the payments under Section 12, the Executive, after giving 10 days' ’ written notice to the Company identifying the Company's ’s failure, shall be entitled to recover from the Company on a monthly basis as incurred all of his reasonable legal fees and expenses incurred in connection with his enforcement against the Company of the terms of this Agreement. The Executive shall be denied payment of his legal fees and expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and not in good faith.

Termination Without Cause or Resignation for Good Reason. The Executive may be terminated by the Company may terminate the Executive without Cause during upon not less than thirty (30) days’ written notice to Executive. The Company’s notice must specify the Contract Period by Termination Date. Executive may resign if Good Reason exists upon not less than ten (10) days’ written notice to the Executive providing four weeks noticeCompany. The Executive may resign for Good Reason during Executive’s notice must set forth the Contract Period upon four weeks' written notice to the Company specifying facts and circumstances claimed to support constituting Good Reason and specify the Good ReasonTermination Date. The Executive shall be entitled to give a Notice of Termination that his or her If Executive’s employment is being terminated for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good Reason. If by the Company terminates the Executive's employment during the Contract Period without Cause or if Executive terminates his employment with the Executive Resigns Company for Good Reason, the Company shallExecutive shall have no further rights or claims hereunder or with regard hereto except that, subject to Section 12 hereof: his execution (awithin 30 days after delivery to Executive) Within 20 business days of the termination of employment pay the Executive a lump sum severance payment in an amount equal to three (3.0) times the highest annual cash compensation, consisting solely of salary and bonus, as well as any 401(k) deferral, paid release running to the Executive during any calendar year Company and its related entities and their respective partners, shareholders, officers, directors and employees of all claims relating to his employment and termination substantially in each the form of the three calendar years immediately prior Exhibit B (with only such reasonable changes therein as may be deemed by counsel to the Change in Control; and (b) Continue Company to provide the Executive during the remainder of the Contract Period be required to comply with health, hospitalization and medical insurance, as were provided applicable law at the time of delivery of such release) (the termination “Release”): (i) the Company will pay Executive a separation payment equal to the Entitlements and Severance Pay; (ii) Executive will be entitled to the Benefits Rights and the Company Arrangements; and (iii) all medical and dental, disability and life insurance then provided to senior executives of his employment with the Company shall be continued following the Termination Date for a period of twelve (12) months, or at the discretion of the Company, at a cash payment shall be made in lieu of such benefits. If Executive elects not to sign and deliver the Company's cost (subject Release, then the Company shall have no obligation to standard deductibles pay Executive the monies and co-paysbenefits described in the prior sentence. Further, any unvested options awarded to the Executive under the Incentive Plan and other unvested equity shall fully vest upon the Termination Date of the Executive's continuing payment of his part of the premium for family coverage, if applicable). The Executive shall not have a duty to mitigate the damages suffered by him in connection with the termination by the Company of his employment without Cause or a resignation for Good Reason during the Contract Period. If the Company fails to pay the Executive the lump sum amount due him hereunder or to provide him with the health, hospitalization and medical insurance benefits due under this section, the Executive, after giving 10 days' written notice to the Company identifying the Company's failure, shall be entitled to recover from the Company all of his reasonable legal fees and expenses incurred in connection with his enforcement against the Company of the terms of this Agreement. The Executive shall be denied payment of his legal fees and expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and not in good faith.

Termination Without Cause or Resignation for Good Reason. The Company may terminate the Executive without Cause during the Contract Period by written notice to the Executive providing four weeks notice. The Executive may resign for Good Reason during the Contract Period upon four weeks' ’ written notice to the Company specifying facts and circumstances claimed to support the Good Reason. The Executive shall be entitled to give a Notice of Termination that his or her employment is being terminated for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good Reason. If the Company terminates the Executive's ’s employment during the Contract Period without Cause or if the Executive Resigns for Good Reason, the Company shall, subject to Section section 12 hereof: (a) a. Within 20 business days of the termination of employment pay the Executive a lump sum severance payment in an amount equal to three to: (3.0) times the highest annual cash compensationi), consisting solely of salary and bonus, as well as any 401(k) deferral, paid to if the Executive during any calendar has been continuously employed by the Bank for 6 full years or more, one (1) year in each of Base Salary plus a Pro-rata Bonus Amount or (ii), if the three calendar Executive has been continuously employed by the Bank for less than 6 full years immediately prior to the Change in Controlbut more than 3 years, then six (6) months of Base Salary plus a Pro-rata Bonus Amount; and (b) b. Continue to provide the Executive during with medical, dental and life insurance for the remainder period equal to the equivalent of the Contract Period with health, hospitalization and medical insurance, lump sum payment (e.g. 6 months or 1 year) as were provided at the time of the termination of his employment with the Company, at the Company's cost ’s cost. Upon expiration of benefit coverages, full COBRA benefits (subject 18 months) will be made available to standard deductibles and co-pays, and the Executive's continuing payment of his part of the premium for family coverage, if applicable). The Executive shall not have a duty to mitigate the damages suffered by him in connection with the termination by the Company of his employment without Cause or a resignation for Good Reason during the Contract Period. If the Company fails to pay the Executive the lump sum amount due him hereunder or to provide him with the health, hospitalization and medical insurance benefits due under this section, the Executive, after giving 10 days' ’ written notice to the Company identifying the Company's ’s failure, shall be entitled to recover from the Company all of his reasonable legal fees and expenses incurred in connection with his enforcement against the Company of the terms of this Agreement. The Executive shall be denied payment of his legal fees and expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and not in good faithcause.

Termination Without Cause or Resignation for Good Reason. The Company may terminate the Executive without Cause during the Contract Period by written notice to the Executive providing four weeks notice. The Executive may resign for Good Reason during the Contract Period upon four weeks' ’ written notice to the Company specifying facts and circumstances claimed to support the Good Reason. The Executive shall be entitled to give a Notice of Termination that his or her employment is being terminated for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good Reason. If the Company terminates the Executive's ’s employment during the Contract Period without Cause or if the Executive Resigns for Good ReasonReason during the Contract Period, the Company shall, subject to Section section 12 hereof: (a) Within a. within 20 business days of the termination of employment employment, pay the Executive a lump sum severance payment in an amount equal to three two (3.02) times the Executive’s highest annual cash compensationcompensation paid during or for a calendar year, consisting solely of salary and bonus, as well as in any 401(k) deferral, paid to the Executive during any calendar year in each of the three calendar years immediately prior to the Change in Change-in-Control, where annual compensation means (i) salary paid during a calendar year (including any 401(k) plan or DCP deferral) plus (ii) cash bonuses awarded to the Executive for such calendar year, regardless of when paid; and (b) Continue to provide b. within 20 business days of the termination of employment, pay the Executive during a lump sum amount equal two (2) times (A) the remainder of aggregate annual COBRA premium amounts (based upon COBRA rates then in effect) and annual dental coverage premium amounts, 101142950.3 reflecting what was being provided to the Contract Period with health, hospitalization Executive (and medical insurance, as were provided his spouse and family) at the time of termination of employment, minus (B) the aggregate annual amount of any employee contribution that would have been required of the Executive (determined as of the termination of his employment with the Company, at the Company's cost (subject to standard deductibles and co-pays, and the Executive's continuing payment of his part of the premium for family coverage, if applicableemployment). The Executive shall not have a duty to mitigate the damages suffered by him the Executive in connection with the termination by the Company of his the Executive’s employment without Cause or a resignation for Good Reason during the Contract Period. For the avoidance of doubt, amounts payable hereunder will not be reduced or offset by amounts or benefits earned by the Executive elsewhere. If the Company fails to pay the Executive the any lump sum amount due him hereunder amounts or to provide him with the health, hospitalization and medical insurance other benefits due under this sectionthe Executive hereunder, the Executive, after giving 10 days' ’ written notice to the Company identifying the Company's ’s failure, shall be entitled to recover from the Company on a monthly basis as incurred all of his the Executive’s reasonable legal fees and expenses incurred in connection with his enforcement against the Company of the terms of this Agreement. The Executive shall be denied payment of his legal fees and expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and not in good faith.

Termination Without Cause or Resignation for Good Reason. a. The Company Employer may terminate the Executive without Cause during the Contract Period by providing the Executive four weeks’ written notice prior to terminating the Executive. During the Contract Period, the Executive may resign within ninety (90) days following the initial occurrence of a condition constituting a Good Reason upon giving four weeks’ prior written notice to the Executive providing four weeks notice. The Executive may resign for Good Reason during Employer specifying the Contract Period upon four weeks' written notice to the Company specifying facts and circumstances claimed to support the condition constituting Good Reason. The Executive shall be entitled to give a Notice date of Termination that his or her termination of employment is being terminated for Good Reason at any time during shall be no later than twenty-four months following commencement of the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good Reason. If the Company Employer terminates the Executive's ’s employment during the Contract Period without Cause or if the Executive Resigns resigns for Good Reason, the Company Employer shall, subject to Section 12 hereof: (a) Within 20 business days of the upon such termination of employment employment, pay the Executive a lump sum severance payment in an amount equal to three (3.0) 2.5 times the highest annual cash average of the annualized compensation, consisting solely comprised of annualized salary and bonus, as well as any 401(k) deferralcash incentive or bonus compensation, paid or accrued to the Executive during any calendar year in each the thirty-six month period (or such lesser number of the three calendar years months of actual employment) immediately prior to the Change in Control; and Control (b) Continue to provide the Executive during the remainder of the Contract Period with health, hospitalization and medical insurance, as were provided at the time of the termination of his employment with the Company, at the Company's cost (subject to standard deductibles and co-pays, and the Executive's continuing payment of his part of the premium for family coverage, if applicable“Lump Sum Payment”). The Executive shall not have a duty to mitigate Notwithstanding the damages suffered by him in connection with the termination by the Company foregoing, any notice of his employment without Cause or a resignation for Good Reason during the Contract Period. If the Company fails to pay Period furnished by the Executive to the lump sum amount due him hereunder Employer shall not be effective prior to the date that is three months following the date of the Change in Control, and the Executive shall continue to work through such three-month period, unless the Employer shall agree in writing to an earlier effective date of such resignation. b. For a period of eighteen (18) months following the effective date of the Executive’s termination of employment following a Change in Control, whether resulting from Cause initiated by the Employer or to provide him with the health, hospitalization and medical insurance benefits due under this section, for Good Reason initiated by the Executive, after giving 10 days' the Employer shall continue to provide the Executive with and pay the applicable premiums for medical and hospital insurance, disability insurance and life insurance benefits, as were provided and paid for at the time of the Executive’s termination of employment with the Employer; provided that, if at any time during such eighteen (18) month period, the Executive becomes employed by another employer which provides one or more such benefits, the Employer shall, immediately, and from the date when such benefits are made available to the Executive by the successor employer, be relieved of its obligation to provide such benefits. c. At all times, during the Contract Period, the Employer shall have the right to terminate the Executive for Cause, upon written notice to the Company identifying Executive of the Company's failureExecutive’s termination, which notice shall specify the reasons for the termination. In the event of the Executive’s termination for Cause, the Executive shall not be entitled to recover from the Company all of his reasonable legal fees and expenses incurred in connection with his enforcement against the Company of the terms of any further benefits under this Agreement. The Executive shall be denied payment of his legal fees and expenses only Notwithstanding the foregoing, if a court finds that the Executive sought payment delivers written notice to the Employer of the Executive’s termination of employment for Good Reason, the Employer shall have a period of thirty (30) calendar days during which the Employer may remedy the condition constituting Good Reason and if such fees without reasonable cause condition is remedied, the Employer shall not be required to pay the amount due to the Executive under this Section 8 and such termination of employment shall not in good faithbe effective.

Termination Without Cause or Resignation for Good Reason. The Company may terminate the Executive without Cause during the Contract Period by written notice to the Executive providing four weeks notice. The Executive may resign for Good Reason during the Contract Period upon four weeks' ’ written notice to the Company specifying facts and circumstances claimed to support the Good Reason. The Executive shall be entitled to give a Notice of Termination that his or her employment is being terminated for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good Reason. If the Company terminates the Executive's ’s employment during the Contract Period without Cause or if the Executive Resigns for Good ReasonReason during the Contract Period, the Company shall, subject to Section section 12 hereof:: 95567110.1 (a) Within a. within 20 business days of the termination of employment employment, pay the Executive a lump sum severance payment in an amount equal to three (3.03) times the Executive’s highest annual cash compensationcompensation paid during or for a calendar year, consisting solely of salary and bonus, as well as in any 401(k) deferral, paid to the Executive during any calendar year in each of the three calendar years immediately prior to the Change Change-in-Control, where annual compensation means (i) salary paid during a calendar year (including any 401(k) plan deferral) plus (ii) cash bonuses awarded to the Executive for such calendar year, regardless of when paid. b. within 20 business days of the termination of employment, pay the Executive in Controlan amount equal to three (3) times one hundred percent (100%) of the premium of the life insurance coverage provided to a similarly situated active employee (based upon the coverage and rates in effect on the date the Executive terminates employment); and (b) Continue to provide c. within 20 business days of the termination of employment, pay the Executive during a lump sum amount equal three (3) times one hundred twenty-five percent (125%) of (A) the remainder of aggregate annual COBRA premium amounts (based upon COBRA rates then in effect) and annual dental coverage premium amounts, reflecting what was being provided to the Contract Period with health, hospitalization Executive (and medical insurance, as were provided his spouse and family) at the time of termination of employment, minus (B) the aggregate annual amount of any employee contribution that would have been required of the Executive (determined as of the termination of his employment with the Company, at the Company's cost (subject to standard deductibles and co-pays, and the Executive's continuing payment of his part of the premium for family coverage, if applicableemployment). The Executive shall not have a duty to mitigate the damages suffered by him the Executive in connection with the termination by the Company of his the Executive’s employment without Cause or a resignation for Good Reason during the Contract Period. If the Company fails to pay the Executive the any lump sum amount due him hereunder amounts or to provide him with the health, hospitalization and medical insurance other benefits due under this sectionthe Executive hereunder, the Executive, 95567110.1 after giving 10 days' ’ written notice to the Company identifying the Company's ’s failure, shall be entitled to recover from the Company on a monthly basis as incurred all of his the Executive’s reasonable legal fees and expenses incurred in connection with his enforcement against the Company of the terms of this Agreement. The Executive shall be denied payment of his legal fees and expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and not in good faith.

Termination Without Cause or Resignation for Good Reason. a. The Company Employer may terminate the Executive without Cause during the Contract Period by providing the Executive four weeks’ written notice prior to terminating the Executive. During the Contract Period, the Executive may resign within ninety (90) days following the initial occurrence of a condition constituting a Good Reason upon giving four weeks' prior written notice to the Executive providing four weeks notice. The Executive may resign for Good Reason during Employer specifying the Contract Period upon four weeks' written notice to the Company specifying facts and circumstances claimed to support the condition constituting Good Reason. The Executive shall be entitled to give a Notice date of Termination that his or her termination of employment is being terminated for Good Reason at any time during shall be no later than twenty-four months following commencement of the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good Reason. If the Company Employer terminates the Executive's employment during the Contract Period without Cause or if the Executive Resigns resigns for Good Reason, the Company Employer shall, subject to Section 12 hereof: (a) Within 20 business days of the upon such termination of employment employment, pay the Executive a lump sum severance payment in an amount equal to three (3.0) 1.5 times the highest annual cash average of the annualized compensation, consisting solely comprised of annualized salary and bonus, as well as any 401(k) deferralcash incentive or bonus compensation, paid or accrued to the Executive during any calendar year in each the thirty-six month period (or such lesser number of the three calendar years months of actual employment) immediately prior to the Change in Control; and Control (b) Continue to provide the Executive during the remainder of the Contract Period with health, hospitalization and medical insurance, as were provided at the time of the termination of his employment with the Company, at the Company's cost (subject to standard deductibles and co-pays, and the Executive's continuing payment of his part of the premium for family coverage, if applicable“Lump Sum Payment”). The Executive shall not have a duty to mitigate Notwithstanding the damages suffered by him in connection with the termination by the Company foregoing, any notice of his employment without Cause or a resignation for Good Reason during the Contract Period. If the Company fails to pay Period furnished by the Executive to the lump sum amount due him hereunder Employer shall not be effective prior to the date that is three months following the date of the Change in Control, and the Executive shall continue to work through such three-month period, unless the Employer shall agree in writing to an earlier effective date of such resignation. b. For a period of eighteen (18) months following the effective date of the Executive’s termination of employment following a Change in Control, whether resulting from Cause initiated by the Employer or to provide him with the health, hospitalization and medical insurance benefits due under this section, for Good Reason initiated by the Executive, after giving 10 days' the Employer shall continue to provide the Executive with and pay the applicable premiums for medical and hospital insurance, disability insurance and life insurance benefits, as were provided and paid for at the time of the Executive’s termination of employment with the Employer; provided that, if at any time during such eighteen (18) month period, the Executive becomes employed by another employer which provides one or more such benefits, the Employer shall, immediately, and from the date when such benefits are made available to the Executive by the successor employer, be relieved of its obligation to provide such benefits. c. At all times, during the Contract Period, the Employer shall have the right to terminate the Executive for Cause, upon written notice to the Company identifying Executive of the Company's failureExecutive’s termination, which notice shall specify the reasons for the termination. In the event of the Executive’s termination for Cause, the Executive shall not be entitled to recover from the Company all of his reasonable legal fees and expenses incurred in connection with his enforcement against the Company of the terms of any further benefits under this Agreement. The Executive shall be denied payment of his legal fees and expenses only Notwithstanding the foregoing, if a court finds that the Executive sought payment delivers written notice to the Employer of the Executive’s termination of employment for Good Reason, the Employer shall have a period of thirty (30) calendar days during which the Employer may remedy the condition constituting Good Reason and if such fees without reasonable cause condition is remedied, the Employer shall not be required to pay the amount due to the Executive under this Section 8 and such termination of employment shall not in good faithbe effective.

Termination Without Cause or Resignation for Good Reason. The Executive may be terminated by the Company may terminate the Executive without Cause during upon not less than thirty (30) days’ written notice to Executive. The Company’s notice must specify the Contract Period by Termination Date. Executive may resign if Good Reason exists upon not less than ten (10) days’ written notice to the Executive providing four weeks noticeCompany. The Executive may resign for Good Reason during Executive’s notice must set forth the Contract Period upon four weeks' written notice to the Company specifying facts and circumstances claimed to support constituting Good Reason and specify the Good ReasonTermination Date. The Executive shall be entitled to give a Notice of Termination that his or her If Executive’s employment is being terminated for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good Reason. If by the Company terminates the Executive's employment during the Contract Period without Cause or if Executive terminates his employment with the Executive Resigns Company for Good Reason, the Company shallExecutive shall have no further rights or claims hereunder or with regard hereto except that, subject to Section 12 hereof: his execution (awithin 30 days after delivery to Executive) Within 20 business days of the termination of employment pay the Executive a lump sum severance payment in an amount equal to three (3.0) times the highest annual cash compensation, consisting solely of salary and bonus, as well as any 401(k) deferral, paid release running to the Executive during any calendar year Company and its related entities and their respective partners, shareholders, officers, directors and employees of all claims relating to his employment and termination substantially in each the form of the three calendar years immediately prior Exhibit B (with only such reasonable changes therein as may be deemed by counsel to the Change in Control; and (b) Continue Company to provide the Executive during the remainder of the Contract Period be required to comply with health, hospitalization and medical insurance, as were provided applicable law at the time of delivery of such release) (the termination “Release”): (i) the Company will pay Executive a separation payment equal to the Entitlements and Severance Pay; (ii) Executive will be entitled to the Benefits Rights and the Company Arrangements; and (iii) all medical and dental, disability and life insurance then provided to senior executives of his employment with the Company shall be continued following the Termination Date for a period of twelve (12) months, or at the discretion of the Company, at a cash payment shall be made in lieu of such benefits. If Executive elects not to sign and deliver the Company's cost (subject Release, then the Company shall have no obligation to standard deductibles pay Executive the monies and co-paysbenefits described in the prior sentence. Further, any unvested restricted stock awarded to the Executive under the Incentive Plan and other unvested equity or options, including any issued under any New Plan, shall fully vest upon the Termination Date of the Executive's continuing payment of his part of the premium for family coverage, if applicable). The Executive shall not have a duty to mitigate the damages suffered by him in connection with the termination by the Company of his employment without Cause or a resignation for Good Reason during the Contract Period. If the Company fails to pay the Executive the lump sum amount due him hereunder or to provide him with the health, hospitalization and medical insurance benefits due under this section, the Executive, after giving 10 days' written notice to the Company identifying the Company's failure, shall be entitled to recover from the Company all of his reasonable legal fees and expenses incurred in connection with his enforcement against the Company of the terms of this Agreement. The Executive shall be denied payment of his legal fees and expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and not in good faith.

Termination Without Cause or Resignation for Good Reason. The Company may terminate the Executive without Cause during the Contract Period by written notice to the Executive providing four weeks notice. The Executive may resign for Good Reason during the Contract Period upon four weeks' weeks written notice to the Company specifying the facts and circumstances claimed to support the Good Reason. The Executive shall be entitled to give a Notice of Termination that his or her employment is being terminated for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good Reason. If during the Contract Period the Company terminates the Executive's employment during the Contract Period without Cause or if the Executive Resigns for Good Reason, then the Executive shall be entitled to the following: (i) (subject to the possible age related reduction in the next sentence) the Company shall, subject to Section 12 hereof: (a) Within shall within 20 business days of the termination of employment pay the Executive a lump sum severance payment in an amount equal to three (3.0) times the highest annual cash compensation, consisting solely of salary (including any 401(k) plan deferral) and bonus, as well as any 401(k) deferral, paid to (or in the case of bonus accrued for) the Executive during any calendar year in each of the three calendar years immediately prior to the Change in Control; and (bii) Continue the Company shall continue to provide the Executive during for a period of three years after termination (but not beyond the remainder of date the Contract Period Executive reaches age 65) with health, hospitalization and medical insurance, as well as life and disability insurance, as were provided at the time of the termination of his employment with the Company, at the Company's cost (subject to standard payment by the Executive of the same contribution amount and deductibles and co-paysas Executive previously paid); (iii) the Company shall credit Executive under the BEP immediately upon termination with additional years of credited service as if he had continued to work for the Company for three years after the date of termination (but not beyond the date the Executive reaches age 65), the benefit plans covered thereby had remained the same during such period, and the Executive's continuing payment of his part BEP was not changed or modified after the Change in Control or otherwise during such period. After the Executive has reached age 62, the "three" times referred to in clause (i) of the premium for family coverage, if applicable)previous sentence shall be reduced to a number equal to the quotient (rounded to the nearest thousand) the numerator of which is the whole number of months left until the Executive reaches age 65 and the denominator of which is 12. The Executive shall not have a duty to mitigate the damages suffered by him in connection with the termination by the Company of his employment without Cause or a resignation for Good Reason during the Contract Period. If the Company fails to pay the Executive the lump sum amount due him hereunder or to provide him with the health, hospitalization and medical insurance insurance, life disability or BEP benefits due under this sectionsection or the payments under Section 12, the Executive, after giving 10 days' written notice to the Company identifying the Company's failure, shall be entitled to recover from the Company on a monthly basis as incurred all of his reasonable legal fees and expenses incurred in connection with his enforcement against the Company of the terms of this Agreement. The Executive shall be denied payment of his legal fees and expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and not in good faith.

Termination Without Cause or Resignation for Good Reason. The Company may terminate the Executive without Cause during the Contract Period by written notice to the Executive providing four weeks notice. The Executive may resign for Good Reason during the Contract Period upon four weeks' written notice to the Company specifying facts and circumstances claimed to support the Good Reason. The Executive shall be entitled to give a Notice of Termination that his or her employment is being terminated for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good Reason. If the Company terminates the Executive's employment during the Contract Period discharges Executive without Cause or if the Executive Resigns resigns from employment for Good Reason, the Company shall, subject to Section 12 hereof: (a) Within 20 business days of the termination of employment will pay the Executive a lump sum severance payment in an amount equal to three one and one-half (3.01.5) times the highest annual cash compensation, consisting solely of salary and bonus, Annual Base Salary as well as any 401(k) deferral, paid to the Executive during any calendar year in each of the three calendar years effect immediately prior to termination of employment (without regard to any reduction thereto constituting “Good Reason”). Subject to Section 8(h), such payment will be made within 30 days following Executive’s termination of employment. In addition, if the Change Company discharges Executive without Cause or if Executive resigns from employment for Good Reason, the Company will (i) provide to Executive a prorated annual bonus for the fiscal year in Controlwhich Executive’s termination occurs (the “Pro Rata Bonus”), such Pro Rata Bonus to be determined by reference to the bonus that Executive would have earned based on actual performance for the relevant fiscal year had Executive’s employment not terminated, with the resulting amount pro-rated to reflect the number of days elapsed in the fiscal year, through and including the date on which Executive’s termination of employment occurs and (ii) for eighteen (18) months following Executive’s termination of employment, continue to provide to Executive and/or Executive’s dependents the health insurance benefits that were provided to them immediately prior to Executive’s termination of employment (taking into account any required employee contributions, co-payments and similar costs imposed on Executive) (the “Continuation Benefits”); and (b) Continue provided, however, that the Company’s obligation to provide the Continuation Benefits shall end at such time as Executive during the remainder of the Contract Period with health, hospitalization and medical insurance, as were provided at the time of the termination of his employment with the Company, at the Company's cost (subject to standard deductibles and co-pays, and the Executive's continuing payment of his part of the premium for family coverage, if applicable). The Executive shall not have a duty to mitigate the damages suffered by him obtains health insurance benefits through another employer or otherwise in connection with rendering services for a third party. The parties agree to cooperate such that the termination by Continuation Benefits are, to the extent practicable, provided in a manner so as to minimize adverse tax consequences to the Company under Section 4980D of his employment without Cause or a resignation for Good Reason during the Contract PeriodCode. If the Company fails discharges Executive without Cause or if Executive resigns from employment for Good Reason, in either case on or following the first anniversary of the Effective Date, a pro-rated portion of the Initial RSU shall vest, calculated to pay reflect the Executive number of days elapsed in the lump sum amount due him hereunder or to provide him vesting period through the date of termination. Any unvested portion of the Initial RSU that does not vest in accordance with the health, hospitalization and medical insurance benefits due under this section, previous sentence shall be forfeited (which shall include the entire Initial RSU grant if Executive, after giving 10 days' written notice ’s termination occurs prior to the Company identifying the Company's failure, shall be entitled to recover from the Company all of his reasonable legal fees and expenses incurred in connection with his enforcement against the Company first anniversary of the terms Effective Date). Executive will continue to be bound by all provisions of this Agreement. The Executive shall be denied payment Agreement that survive termination of his legal fees and expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and not in good faithemployment.

Termination Without Cause or Resignation for Good Reason. The Company may terminate the Executive without Cause during the Contract Period by written notice to the Executive providing four weeks thirty (30) days notice. The Executive may resign for Good Reason during the Contract Period upon four weeks' thirty (30) days’ written notice to in accordance with the Company specifying facts and circumstances claimed to support the Good Reason. The Executive shall be entitled to give a Notice requirements of Termination that his or her employment is being terminated for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good ReasonSection 1(e). If the Company terminates the Executive's ’s employment during the Contract Period without Cause or if the Executive Resigns for Good Reason, the Company shallshall pay the Executive the severance amounts set forth in this Section 9 below, subject to Section 12 hereof: (ai) Within 20 business days the Executive’s execution and non-revocation of a written release of all claims against the Company and all related parties with respect to all matters arising out of the Executive’s employment by the Company, or the termination of employment pay thereof, substantially in the form attached hereto as Exhibit A (the “Release”), and (ii) the Executive’s continued compliance with the restrictive covenants referenced in Section 11 below. a. The Executive shall receive a lump sum cash severance payment payments in an amount equal to three (3.0A) 1.5 times the highest Executive’s annual cash compensation, consisting solely of salary and bonus, as well as any 401(k) deferral, paid to Base Salary at the Executive during any calendar year rate in each of the three calendar years immediately prior to the Change in Control; and (b) Continue to provide the Executive during the remainder of the Contract Period with health, hospitalization and medical insurance, as were provided effect at the time of the Executive’s termination, plus (B) 1.5 times the greater of (i) the Executive’s average annual bonus paid by the Company to the Executive for the three (3) fiscal years preceding the fiscal year in which the Executive’s termination of employment occurs, or (ii) the annual bonus paid by the Company to the Executive for the last completed fiscal year. The severance amount shall be paid in a lump sum within thirty (30) days of the Executive Termination of Employment. b. Provided that the Executive is eligible for and timely elects COBRA continuation coverage, during the 18-month period following the Executive’s termination date, the Company shall reimburse the Executive for the monthly COBRA cost of continued coverage for the Executive, and, where applicable, his employment with spouse and dependents, paid by the Executive under the Company’s group health plan pursuant to Section 4980B of the Code, at less the amount that the Executive would be required to contribute for such health coverage if the Executive were an active employee of the Company (the “Monthly COBRA Costs”). Following the foregoing 18-month period, if the Executive secures an individual policy for health coverage for himself and, where applicable, his spouse and dependents, the Company will reimburse the Executive for the monthly cost of such coverage for the period commencing on the first day following the 18-month period and ending on the last day of the 18-month following the Executive’s termination date; provided that the amount of the Company's cost (subject ’s reimbursement for any month during this period will not exceed the Monthly COBRA Costs. Notwithstanding the foregoing, the Company reserves the right to standard deductibles and co-pays, and restructure the foregoing continued coverage arrangement in any manner reasonably necessary or appropriate to avoid penalties or negative tax consequences to the Company or the Executive's continuing payment of his part of , as determined by the premium for family coverage, if applicable). Company in its sole and absolute discretion. c. The Executive shall not have a duty to mitigate the damages suffered by him in connection with the termination by the Company of his employment without Cause or a resignation for Good Reason during the Contract Period. If . d. Notwithstanding anything contained herein to the Company fails to pay contrary, upon termination of the Executive the lump sum amount due him hereunder or to provide him with the health, hospitalization and medical insurance benefits due under this sectionExecutive’s employment for any reason, the Executive, after giving 10 days' written notice to the Company identifying the Company's failure, shall be entitled to recover from the Company all of his reasonable legal fees and expenses incurred in connection with his enforcement against the Company of the terms of this Agreement. The Executive shall be denied payment deemed to have automatically resigned from all positions, including as an officer and, if applicable, as a director or member of his legal fees the Board and expenses only if a court finds that any committees thereof, or the Executive sought payment board of such fees without reasonable cause and not in good faithdirectors or committees of any of the Company’s subsidiaries or affiliates or any other fiduciary positions with the Company or its subsidiaries or affiliates.

Termination Without Cause or Resignation for Good Reason. The Executive may be terminated by the Company may terminate the Executive without Cause during the Contract Period by written notice to the Executive providing four weeks notice. The Executive may resign for Good Reason during the Contract Period upon four weeksnot less than thirty (30) days' written notice to the Company specifying facts and circumstances claimed to support the Good ReasonExecutive. The Company's notice must specify the Termination Date. Executive shall be entitled to give a Notice of Termination that his or her employment is being terminated for may resign if Good Reason at any time during the Contract Period, exists upon not later less than twelve months after any occurrence of an event stated to constitute Good Reason. If the Company terminates the Executive's employment during the Contract Period without Cause or if the Executive Resigns for Good Reason, the Company shall, subject to Section 12 hereof: ten (a10) Within 20 business days of the termination of employment pay the Executive a lump sum severance payment in an amount equal to three (3.0) times the highest annual cash compensation, consisting solely of salary and bonus, as well as any 401(k) deferral, paid to the Executive during any calendar year in each of the three calendar years immediately prior to the Change in Control; and (b) Continue to provide the Executive during the remainder of the Contract Period with health, hospitalization and medical insurance, as were provided at the time of the termination of his employment with the Company, at the Company's cost (subject to standard deductibles and co-pays, and the Executive's continuing payment of his part of the premium for family coverage, if applicable). The Executive shall not have a duty to mitigate the damages suffered by him in connection with the termination by the Company of his employment without Cause or a resignation for Good Reason during the Contract Period. If the Company fails to pay the Executive the lump sum amount due him hereunder or to provide him with the health, hospitalization and medical insurance benefits due under this section, the Executive, after giving 10 days' written notice to the Company. Executive's notice must set forth the facts and circumstances constituting Good Reason and specify the Termination Date. If Executive's employment is terminated by the Company identifying without Cause or Executive terminates his employment with the Company's failureCompany for Good Reason, Executive shall have no further rights or claims hereunder or with regard hereto except that, subject to his execution (within 30 days after delivery to Executive) of a release running to the Company and its related entities and their respective partners, shareholders, officers, directors and employees of all claims relating to his employment and termination substantially in the form of EXHIBIT D (with only such reasonable changes therein as may be deemed by counsel to the Company to be required to comply with applicable law at the time of delivery of such release) (the "RELEASE"): (i) the Company will pay Executive a separation payment equal to the Entitlements and Severance Pay; and (ii) Executive will be entitled to recover from the Benefits Rights and the Company Arrangements. If Executive elects not to sign and deliver the Release, then the Company shall have no obligation to pay Executive the monies and benefits described in the prior sentence. Further, any unvested options awarded to the Executive under the Incentive Plan and other unvested equity shall fully vest upon the Termination Date of the Executive, and all of his reasonable legal fees and expenses incurred in connection with his enforcement against Executive's vested options shall remain exercisable for the Company balance of the terms of this Agreement. The Executive shall be denied payment of his legal fees and expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and not in good faithmaximum stated term.

Termination Without Cause or Resignation for Good Reason. The Company may terminate the Executive without Cause during the Contract Period by written notice to the Executive providing four weeks notice. The Executive may resign for Good Reason during the Contract Period upon four weeks' ’ written notice to the Company specifying facts and circumstances claimed to support the Good Reason. The Executive shall be entitled to give a Notice of Termination that his or her employment is being terminated for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good Reason. If the Company terminates the Executive's ’s employment during the Contract Period without Cause or if the Executive Resigns for Good ReasonReason during the Contract Period, the Company shall, subject to Section section 12 hereof: (a) Within a. within 20 business days of the termination of employment employment, pay the Executive a lump sum severance payment in an amount equal to three (3.0i) two (2) times the Executive’s highest annual cash compensation, consisting solely of salary and bonus, as well as (including any 401(k) plan or DCP deferral) paid during or for a calendar year, paid to the Executive during in any calendar year in each of the three calendar years immediately prior to the Change Change-in-Control, plus (ii) a pro-rata cash bonus equal to a fraction of the cash bonus awarded to the Executive for the prior calendar year, where the numerator of the fraction is the number of whole or partial months in Controlthe current calendar year which elapsed before the termination of employment and the denominator is twelve (12); and (b) Continue to provide b. within 20 business days of the termination of employment, pay the Executive during a lump sum amount equal two (2) times (A) the remainder of aggregate annual COBRA premium amounts (based upon COBRA rates then in effect) and annual dental coverage premium amounts, reflecting what was being provided to the Contract Period with health, hospitalization Executive (and medical insurance, as were provided his spouse and family) at the time of 101145275.3 termination of employment, minus (B) the aggregate annual amount of any employee contribution that would have been required of the Executive (determined as of the termination of his employment with the Company, at the Company's cost (subject to standard deductibles and co-pays, and the Executive's continuing payment of his part of the premium for family coverage, if applicableemployment). The Executive shall not have a duty to mitigate the damages suffered by him the Executive in connection with the termination by the Company of his the Executive’s employment without Cause or a resignation for Good Reason during the Contract Period. For the avoidance of doubt, amounts payable hereunder will not be reduced or offset by amounts or benefits earned by the Executive elsewhere. If the Company fails to pay the Executive the any lump sum amount due him hereunder amounts or to provide him with the health, hospitalization and medical insurance other benefits due under this sectionthe Executive hereunder, the Executive, after giving 10 days' ’ written notice to the Company identifying the Company's ’s failure, shall be entitled to recover from the Company on a monthly basis as incurred all of his the Executive’s reasonable legal fees and expenses incurred in connection with his enforcement against the Company of the terms of this Agreement. The Executive shall be denied payment of his legal fees and expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and not in good faith.

Termination Without Cause or Resignation for Good Reason. 7.1 The Company may terminate this Agreement and Executive’s employment hereunder without Cause at any time upon at least thirty (30) days prior written notice, and Executive may terminate this Agreement and Executive’s employment hereunder for Good Reason (as defined in Section 11.3 herein) in the time periods described in Section 11.3. If Executive is so terminated (including as provided in Section 1) or resigns with Good Reason, Executive shall resign from the Board and all other positions Executive holds with the Company and its subsidiaries, promptly after the Company’s request. 7.2 Upon the Company’s termination of Executive without Cause during the Contract Period by written notice to the Executive providing four weeks notice. The Executive may resign or Executive’s resignation for Good Reason during as described in Section 7.1 above: (a) the Contract Period upon four weeks' written notice Company shall pay Executive, (i) within thirty (30) days following Executive’s termination from employment, unreimbursed business expenses, and Base Salary through the date of termination (to the Company specifying facts extent not theretofore paid), (ii) when amounts are payable to other executives, any Annual Bonus for the year prior to the year that includes the year of Executive’s termination of employment (to the extent not theretofore paid) and circumstances claimed (iii) amounts or benefits due under any benefit or equity plan, program or arrangement or payroll practice (other than a severance plan) in accordance with the terms of such plan, program, arrangement or payroll practice (the “Accrued Benefits”); (b) Subject to support Executive executing and not revoking the Good Reason. The release attached hereto as Exhibit B within 60 days after Executive’s termination from employment (the “Release Condition”), Executive shall be entitled to give a Notice (i) two times (2x) Base Salary plus one times (1x) Target Bonus paid in equal monthly installments over the twenty-four (24) months following the date of Termination that his termination (the “Severance Period”); provided that, such amount shall be two and one-half times (2-½x) the sum of Base Salary plus Target Bonus (and the Severance Period shall be deemed to be thirty (30) months) (the “CIC Severance”), payable as provided below, if Executive is terminated by the Company without Cause or her employment is being terminated by Executive for Good Reason at any time during either (A) within the Contract Periodsix (6) month period prior to a Change in Control (defined below) and it is reasonably demonstrated by Executive that such termination was requested by the third party that effectuates the Change in Control (and such transaction is actually consummated), not later than twelve or (B) within 12 months after any occurrence following a Change in Control; (ii) a bonus for the year of an event stated to constitute Good Reason. If the Company terminates the Executive's employment during the Contract Period without Cause or if the Executive Resigns for Good Reason, the Company shall, subject to Section 12 hereof: (a) Within 20 business days of the termination of employment pay employment, based on actual full-year performance, pro-rated to reflect service through date of termination (“Pro Rata Bonus”), and paid when bonuses are payable generally to active employees; and (iii) payment to Executive in equal monthly installments for the Executive a lump sum severance payment in applicable Severance Period of (A) an amount equal to three the monthly cost to Executive of COBRA continuation coverage and (3.0B) times an amount equal to the highest annual cash compensation, consisting solely of salary and bonus, as well as any 401(k) deferral, cost that the Company would have paid to provide life insurance and disability insurance to Executive if he were an active employee. Executive’s outstanding equity-based compensation awards granted under the Executive during any calendar year in each PIP shall be governed by the terms of the three calendar years immediately PIP and the applicable grant agreements thereunder to which Executive is a party. In the event Executive’s employment is terminated within the six (6) month period prior to a Change in Control, or if the Change in Control does not constitute a change in control within the meaning of Section 409A(a)(2)(A)(v) of the Code, the portion of severance to be paid to Executive that is equal to two times (2x) Base Salary plus one times (1x) Target Bonus shall continue to be paid to Executive in equal monthly installments over the twenty-four (24) month Severance Period and the portion of severance in excess thereof shall be paid to Executive in a lump sum 60 days after the consummation of the Change in Control; and . In the event Executive’s employment is terminated on or within twelve (b12) Continue to provide months after a Change in Control that is also a change in control within the Executive during the remainder meaning of Section 409A(a)(2)(A)(v) of the Contract Period with healthCode, hospitalization the CIC Severance shall be paid to Executive in a lump sum 60 days after the consummation of the Change in Control. Except as otherwise provided in this Agreement or required by Section 4980B of the Code and medical insuranceSection 601 of the Employee Retirement Income Security Act of 1974, as were provided at the time amended (which provisions are commonly known as “COBRA”), none of the termination of his employment with the Company, at the Company's cost (subject to standard deductibles and co-pays, and the Executive's continuing payment of his part of the premium for family coverage, if applicable). The CES nor Executive shall not have a duty any additional obligations to mitigate the damages suffered by him in connection with the termination by the Company of his employment without Cause or a resignation for Good Reason during the Contract Period. If the Company fails to pay the Executive the lump sum amount due him hereunder or to provide him with the health, hospitalization and medical insurance benefits due under this section, the Executive, after giving 10 days' written notice to the Company identifying the Company's failure, shall be entitled to recover from the Company all of his reasonable legal fees and expenses incurred in connection with his enforcement against the Company of the terms of this Agreement. The Executive shall be denied payment of his legal fees and expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and not in good faith.

Termination Without Cause or Resignation for Good Reason. 8.1 The Company may Board reserves the right to terminate this Agreement and Executive from his then current position without Cause at any time upon at least thirty (30) days prior written notice. The failure of the Board to elect Executive as Chief Executive Officer during the annual election of officers, or the failure of the Board to elect Executive as Chairman of the Board, shall also be deemed termination without Cause for purposes of this Agreement unless, before the election, the Board has sent written notice initiating termination for Cause as provided in Section 13.1 hereof, and Executive is thereafter terminated for Cause. Executive reserves the right to terminate this Agreement and resign his position for Good Reason (as defined in Section 13.2 herein) by giving CEC thirty (30) days written notice which states the basis for such Good Reason. For the avoidance of doubt, the expiration of this Agreement immediately following December 31, 2016 in accordance with its terms shall not constitute a termination without Cause or a resignation by Executive for Good Reason. 8.2 Upon CEC’s termination of Executive without Cause during the Contract Period by written notice to the Executive providing four weeks notice. The Executive may resign or Executive’s resignation from his position for Good Reason during the Contract Period upon four weeks' written notice to the Company specifying facts and circumstances claimed to support the Good Reason. The Executive shall be entitled to give a Notice of Termination that his or her employment is being terminated for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good Reason. If the Company terminates the Executive's employment during the Contract Period without Cause or if the Executive Resigns for Good Reason, the Company shall, subject to as described in Section 12 hereof8.1 above: (a) Within 20 CEC shall pay Executive, within thirty (30) days following his termination of employment, Executive’s accrued but unused vacation, unreimbursed business days expenses, Base Salary through the date of termination (to the extent not theretofore paid), and any annual bonus for the year prior to the year that includes the year of the Executive’s termination of employment (to the extent previously approved by the Board or Committee and not theretofore paid) (the “Accrued Benefits”); (b) Subject to Executive executing and not revoking the release attached hereto as Exhibit B within 60 days after his termination from employment (the “Release Condition”), CEC will continue to pay Executive his Base Salary and target annual cash bonus in respect of the period through December 31, 2016, in accordance with CEC’s and CES’s customary payroll practices. If, as of the date of termination, Executive is a “specified employee” as defined in subsection (a)(2)(B)(i) of Section 409A of the Code (“Specified Employee”), to the extent such payments constitute nonqualified deferred compensation under Section 409A of the Code, such payments will not commence until the first business day after the date that is six months following Executive’s “separation from service” within the meaning of subsection (a)(2)(A)(i) of Section 409A of the Code (the “Delayed Payment Date”) and, on the Delayed Payment Date, CEC will pay to Executive a lump sum severance payment in an amount equal to three (3.0) times all amounts that would have been paid during the highest annual cash compensation, consisting solely period of salary and bonus, as well as any 401(k) deferral, paid the delay if the delay were not required plus interest on such amount at a rate equal to the Executive during any calendar year short-term applicable federal rate then in effect, and will thereafter continue to make payments in installments in accordance with this Section 8.2(b). For purposes of this Agreement, each payment shall be regarded as a “separate payment” within the meaning of Section 409A of the three calendar years immediately prior Code; (c) Subject to the Change in Control; andRelease Condition, any Performance-Based Options, CAC Options and CAC RSUs that remain outstanding and that are not vested or exercisable (as applicable) as of such date shall continue to vest and become exercisable as if Executive’s employment and service with CEC, CAC and their affiliates continued through the applicable vesting date and the vested options shall be exercisable for the Option Continuation Period; (bd) Continue Subject to provide the Release Condition, and except for the Performance-Based Options, CAC Options and CAC RSUs, any other outstanding equity-based compensation awards held by Executive that were granted pursuant to the Caesars Equity Plans will immediately vest and become exercisable and shall otherwise be treated in accordance with the terms of the Caesars Equity Plans and applicable award agreements thereunder and the options shall be exercisable for the thirty-six (36) month period following the date of the Executive’s termination of employment, but not beyond the end of the term of the option, determined as if employment had not terminated during the remainder of the Contract Period with health, hospitalization and medical insurance, as were provided at the time of the termination of his employment with the Company, at the Company's cost term; (subject to standard deductibles and co-pays, and the Executive's continuing payment of his part of the premium for family coverage, if applicable). The Executive shall not have a duty to mitigate the damages suffered by him in connection with the termination by the Company of his employment without Cause or a resignation for Good Reason during the Contract Period. If the Company fails to pay the Executive the lump sum amount due him hereunder or to provide him with the health, hospitalization and medical insurance benefits due under this section, the Executive, after giving 10 days' written notice e) Subject to the Company identifying the Company's failureRelease Condition, shall Executive will be entitled to recover from receive life and accident insurance coverage for the Company all period through December 31, 2016. Except as otherwise provided in this Agreement, and except for any vested benefits under any tax qualified pension plans of his reasonable legal fees CEC, including accrued benefits under the Savings and expenses incurred in connection with his enforcement against Retirement Plan, and vested deferred compensation under any applicable deferred compensation plans, and continuation of health insurance benefits on the Company terms and to the extent required by Section 4980B of the terms Code and Section 601 of the Employee Retirement Income Security Act of 1974, as amended (which provisions are commonly known as “COBRA”), none of CEC, CES nor Executive shall have any additional obligations under this Agreement. The Executive shall be denied payment of his legal fees and expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and not in good faith.

Termination Without Cause or Resignation for Good Reason. The Company may terminate the Executive without Cause during the Contract Period by written notice to the Executive providing four weeks notice. The Executive, or the Executive may resign for Good Reason during the Contract Period upon four weeks' prior written notice to the Company specifying facts and circumstances claimed to support the Good Reason. The Executive shall be entitled to give a Notice of Termination that his or her employment is being terminated for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good Reason. If the Company terminates the Executive's employment during the Contract Period without Cause or if the Executive Resigns resigns during the Contract Period for Good Reason, the Company shall, subject to Section 12 hereof: (a) Within within 20 business days of the Executive's termination of employment employment, pay the Executive a lump sum severance payment in an amount equal to three (3.0) two times the highest annual cash compensation, consisting solely of including only salary and cash bonus, as well as any 401(k) deferral, paid to the Executive during any calendar year in each of the three calendar years immediately prior to the Change in Control; and Control (b) Continue to provide the Executive during "Lump Sum Payment"). During the remainder of the Contract Period Period, the Company also shall continue to provide the Executive with healthand pay for medical and hospital insurance, hospitalization disability insurance and medical life insurance, as were provided and paid for at the time of the termination of his employment with the Company; provided, at that such insurance coverage shall be provided only to the extent permitted under the terms and conditions of the Company's cost (subject employee benefit plans. The Executive shall also have the right to standard deductibles and co-payspurchase from the Company, and at book value price, such automobile of the Executive's continuing payment Company, if any, as was used by the Executive while employed by the Company; provided, that the Executive exercises such right within 10 days of his part termination of employment and completes the premium for family coverage, if applicable)purchase transaction within 30 days of his termination of employment. The Executive shall not have a duty to mitigate the damages suffered by him in connection with the termination by the Company of his employment without Cause or a resignation for Good Reason during the Contract Period. If The Lump Sum Payment is intended to be administered and interpreted in a manner such that it shall not be subject to “additional tax” within the meaning of Section 409A(a)(1)(B) of the Code. Notwithstanding any provision of this Agreement to the contrary, if and to the extent necessary to comply with the restriction in Section 409A(a)(2)(B) of the Code concerning payments to “specified employees,” the Lump Sum Payment shall be paid on the first business day of the seventh month following the Executive's separation from service with the Company, and shall be paid together with interest accrued during the period of such restriction at a rate, per annum, equal to the applicable federal short-term rate (compounded monthly) in effect under Section 1274(d) of the Code on the date of termination. Notwithstanding provision of this Agreement to the contrary, the Executive shall not be considered to have terminated employment with the Company fails for purposes of this Section 9 unless he would be considered to pay have incurred a “termination of employment” from the Company within the meaning of Treasury Regulation §1.409A-1(h)(1)(ii). The Executive acknowledges that any tax liability incurred by the Executive under Section 409A of the lump sum amount due him hereunder or to provide him with Code is solely the health, hospitalization and medical insurance benefits due under this sectionresponsibility of the Executive. For purposes of the foregoing, the Executive, after giving 10 days' written notice to the Company identifying the Company's failure, ’s salary and cash bonus shall be entitled determined without regard to recover from any reductions to such amounts made at the Company all of his reasonable legal fees and expenses incurred in connection with his enforcement against the Company election of the terms Executive, including without limitation, reductions pursuant to any deferral election under a 401(k) plan or deferred compensation plan or arrangement or contributions made under a “cafeteria plan” within the meaning of this Agreement. The Executive shall be denied payment Section 125 of his legal fees and expenses only if a court finds that the Executive sought payment Internal Revenue Code of such fees without reasonable cause and not in good faith1986, as amended.