Common use of Terms and Conditions of the Additional Termination Entitlements Clause in Contracts

Terms and Conditions of the Additional Termination Entitlements. The Association and the Officer hereby stipulate that the damages which may be incurred by the Officer following any termination of employment are not capable of accurate measurement as of the date first above written and that the Additional Termination Entitlements constitute reasonable damages under the circumstances and shall be payable without any requirement of proof of actual damage and without regard to the Officer's efforts, if any, to mitigate damages. The Association and the Officer further agree that the Association may elect to condition the payment and delivery of the Additional Termination Entitlements on the receipt and effectiveness of: (a) the Officer's resignation from any and all positions which he holds as an officer, director or committee member with respect to the Association or any subsidiary or affiliate of the Association; and (b) a release of the Association and the Company and their officers, directors, shareholders, subsidiaries and affiliates, in form and substance satisfactory to the Association, of any liability to the Officer, whether for compensation or damages, in connection with the Officer's employment with the Association and the termination of such employment, except for the Standard Termination Entitlements, the Additional Termination Entitlements, the Tax Indemnity Payment and indemnification payments due the Officer pursuant to section 6 or section 7 of this Agreement; provided, however, that any such election by the Association will only be effective if the Association notifies the Officer of its election in writing within five (5) days of the Officer's termination of employment. To the extent the Association timely elects to condition the payment and delivery of the Additional Termination Entitlements or any other amount due under this Agreement upon the receipt and effectiveness of the Officer's resignation or release provided in section 10(b) of this Agreement, neither the Additional Termination Entitlements nor any other amount due so conditioned shall be paid to the Officer if any resignation or release so required is not both received by the Association and effective before the first date upon which such payments are to be paid under this Agreement.

Terms and Conditions of the Additional Termination Entitlements. The Association and the Officer hereby stipulate that the damages which may be incurred by the Officer following any termination of employment are not capable of accurate measurement as of the date first above written and that the Additional Termination Entitlements constitute reasonable damages under the circumstances and shall be payable without any requirement of proof of actual damage and without regard to the Officer's ’s efforts, if any, to mitigate damages. The Association and the Officer further agree that the Association may elect to condition the payment and delivery of the Additional Termination Entitlements on the receipt and effectiveness of: (a) the Officer's ’s resignation from any and all positions which he holds as an officer, director or committee member with respect to the Association or any subsidiary or affiliate of the Association; and (b) a release of the Association and the Company and their officers, directors, shareholders, subsidiaries and affiliates, in form and substance satisfactory to the Association, of any liability to the Officer, whether for compensation or damages, in connection with the Officer's ’s employment with the Association and the termination of such employment, except for the Standard Termination Entitlements, the Additional Termination Entitlements, the Tax Indemnity Payment and indemnification payments due the Officer pursuant to section 6 or section 7 of this Agreement; provided, however, that any such election by the Association will only be effective if the Association notifies the Officer of its election in writing within five (5) days of the Officer's ’s termination of employment. To the extent the Association timely elects to condition the payment and delivery of the Additional Termination Entitlements or any other amount due under this Agreement upon the receipt and effectiveness of the Officer's ’s resignation or release provided in section 10(b) of this Agreement, neither the Additional Termination Entitlements nor any other amount due so conditioned shall be paid to the Officer if any resignation or release so required is not both received by the Association and effective before the first date upon which such payments are to be paid under this Agreement.

Terms and Conditions of the Additional Termination Entitlements. The Association Bank and the Officer hereby stipulate that the damages which may be incurred by the Officer following any termination of employment are not capable of accurate measurement as of the date first above written and that the Additional Termination Entitlements constitute reasonable damages under the circumstances and shall be payable without any requirement of proof of actual damage and without regard to the Officer's efforts, if any, to mitigate damages. The Association Bank and the Officer further agree that the Association Bank may elect to condition the payment and delivery of the Additional Termination Entitlements on the receipt and effectiveness of: (a) the Officer's resignation from any and all positions which he holds as an officer, director or committee member with respect to the Association Bank or any subsidiary or affiliate of the Association; andaffiliate (b) a release of the Association Bank and the Company and their officers, directors, shareholders, subsidiaries and affiliates, in form and substance satisfactory to the AssociationBank, of any liability to the Officer, whether for compensation or damages, in connection with the Officer's employment with the Association Bank and the termination of such employment, except for the Standard Termination Entitlements, the Additional Termination Entitlements, the Tax Indemnity Payment and indemnification payments due the Officer pursuant to section 6 8 or section 7 16 of this Agreement; provided, however, that any such election by the Association will only be effective if the Association notifies the Officer of its election in writing within five (5) days of the Officer's termination of employment. To the extent the Association timely elects to condition Bank conditions the payment and delivery of the Additional Termination Entitlements or any other amount due under this Agreement upon the receipt and effectiveness of the Officer's resignation or release provided in section 10(b) of this AgreementAgreement and such release by law may not be effective until the expiration of a required prior notice and/or a recission period following its execution by the Officer, neither then any payment required to be made pursuant to this Agreement may be deferred until the Additional Termination Entitlements nor expiration of the period which is the sum of the period within which such payment was required to be made under the terms of this Agreement but for this section 10 and the period of any other amount due so conditioned required prior notice and recission periods, provided, however, that the Bank shall be paid pay to the Officer if for each day of such deferral interest in addition to any resignation or release so required is not both received by the Association other amounts due and effective before the first date upon which such payments are to be paid owing under this AgreementAgreement at the rate of the federal short term rate established under section 1274 of the Code for the month in which the Officer's termination of employment occurs calculated on the basis of a 360 day year for the actual number of days of such deferral on the amount so deferred.

Terms and Conditions of the Additional Termination Entitlements. The Association Bank and the Officer hereby stipulate that the damages which may be incurred by the Officer following any termination of employment are not capable of accurate measurement as of the date first above written and that the Additional Termination Entitlements constitute reasonable damages under the circumstances and shall be payable without any requirement of proof of actual damage and without regard to the Officer's efforts, if any, to mitigate damages. The Association Bank and the Officer further agree that the Association Bank may elect to condition the payment and delivery of the Additional Termination Entitlements on the receipt and effectiveness of: (a) the Officer's resignation from any and all positions which he holds as an officer, director or committee member with respect to the Association Bank or any subsidiary or affiliate of the AssociationBank; and (b) a release of the Association Bank and the Company and their officers, directors, shareholders, subsidiaries and affiliates, in form and substance satisfactory to the AssociationBank, of any liability to the Officer, whether for compensation or damages, in connection with the Officer's employment with the Association Bank and the termination of such employment, except for the Standard Termination Entitlements, the Additional Termination Entitlements, the Tax Indemnity Payment and indemnification payments due the Officer pursuant to section 6 Section 8 or section 7 Section 16 of this Agreement; provided, however, that any such election by the Association will only be effective if the Association notifies the Officer of its election in writing within five (5) days of the Officer's termination of employment. To the extent the Association timely elects to condition Bank conditions the payment and delivery of the Additional Termination Entitlements or any other amount due under this Agreement upon the receipt and effectiveness of the Officer's resignation or release provided in section Section 10(b) of this AgreementAgreement and such release by law may not be effective until the expiration of a required prior notice and/or a recission period following its execution by the Officer, neither then any payment required to be made pursuant to this Agreement may be deferred until the Additional Termination Entitlements nor expiration of the period which is the sum of the period within which such payment was required to be made under the terms of this Agreement but for this Section 10 and the period of any other amount due so conditioned required prior notice and recission periods, provided, however, that the Bank shall be paid pay to the Officer if for each day of such deferral interest in addition to any resignation or release so required is not both received by the Association other amounts due and effective before the first date upon which such payments are to be paid owing under this AgreementAgreement at the rate of the federal short term rate established under section 1274 of the Code for the month in which the Officer's termination of employment occurs calculated on the basis of a 360 day year for the actual number of days of such deferral on the amount so deferred.

Terms and Conditions of the Additional Termination Entitlements. (a) The Association Bank and the Officer hereby stipulate that the damages which may be incurred by the Officer following any termination of employment are not capable of accurate measurement as of the date first above written and that the Additional Termination Entitlements constitute reasonable damages under the circumstances and shall be he payable without any requirement of proof of actual damage and without regard to the Officer's ’s efforts, if any, to mitigate damages. . (b) The Association Bank and the Officer further agree that the Association Bank may elect to condition the payment and delivery of the Additional Termination Entitlements on the receipt and effectiveness of: : (a) the Officer's ’s resignation from any and all positions which he holds as an officer, director or committee member with respect to the Association Bank or the Company or any subsidiary or affiliate of the Associationeither of them; and and (b) a release of the Association Bank and the Company and their its officers, directors, shareholders, subsidiaries and affiliates, in form and substance satisfactory to the AssociationBank, of any liability to the Officer, whether for compensation or damages, in connection with the Officer's his employment with the Association Bank and the termination of such employment, employment except for the Standard Termination Entitlements, Entitlements and the Additional Termination Entitlements, . This release must be executed and delivered to the Tax Indemnity Payment Bank no later than 53 days following the date of termination and indemnification payments due not revoke a release of claims in favor of the Officer pursuant to section 6 or section 7 of this Agreement; provided, however, that any such election Company and the Bank and all affiliates in the form as may be reasonably prescribed by the Association Bank. Severance payments will only be effective if commence following the Association notifies the Officer of its election in writing within five (5) days expiration of the Officer's 60 day period following termination of employment, provided that the Officer has executed and delivered and not revoked the release no later than 53 days following the date of termination and such release is effective upon the 60th day following termination of employment. (c) Notwithstanding anything herein contained to the contrary, in no event shall the aggregate amount of compensation payable to the Officer under this Agreement constitute an “excess parachute payment” with the meaning of Section 280G of the Code and any regulations thereunder. To In the extent event that the Association timely elects Bank shall determine that any payments to condition be made hereunder (together with any other payments) constitute and “excess parachute payment” within the payment meaning of Section 280G of the Code and delivery of the regulations thereunder, then the Additional Termination Entitlements or any other amount due under this Agreement upon shall be reduced by the receipt and effectiveness Bank in its sole discretion to the point that such compensation shall not qualify as an “excess parachute payment” within the meaning of Section 280G of the Officer's resignation or release provided in section 10(b) of this Agreement, neither Code and the Additional Termination Entitlements nor any other amount due so conditioned shall be paid to the Officer if any resignation or release so required is not both received by the Association and effective before the first date upon which such payments are to be paid under this Agreementregulations thereunder.

Terms and Conditions of the Additional Termination Entitlements. The Association Bank and the Officer hereby stipulate that the damages which may be incurred by the Officer following any termination of employment are not capable of accurate measurement as of the date first above written and that the Additional Termination Entitlements constitute reasonable damages under the circumstances and shall be payable without any requirement of proof of actual damage and without regard to the Officer's ’s efforts, if any, to mitigate damages. The Association Bank and the Officer further agree that the Association Bank may elect to condition the payment and delivery of the Additional Termination Entitlements on the receipt and effectiveness of: : (a) the Officer's ’s resignation from any and all positions which he holds as an officer, director or committee member with respect to the Association Bank or the Company or any subsidiary or affiliate of the Associationeither of them; and and (b) a release of the Association Bank and the Company and their its officers, directors, shareholders, subsidiaries and affiliatesaffiliates including the Company, in form and substance satisfactory to the AssociationBank, of any liability to the Officer, whether for compensation or damages, in connection with the Officer's his employment with the Association Bank and the termination of such employment, employment except for the Standard Termination Entitlements and the Additional Termination Entitlements. If the Additional Termination Entitlements or any other benefits conferred under this Agreement, either alone or together with other payments and benefits which the Officer has the right to receive from the Company or Bank, would constitute a “parachute payment” under Section 280G of the Internal Revenue Code of 1986, the regulations promulgated thereunder or related Internal Revenue Service guidance (collectively, the “Code”), the Additional Termination EntitlementsEntitlements or any other benefits conferred under this Agreement shall be reduced, in the Tax Indemnity Payment and indemnification payments due the Officer pursuant to section 6 or section 7 of this Agreement; provided, however, that any such election manner determined by the Association will only be effective Officer, by the amount, if any, which is the Association notifies the Officer of its election minimum necessary to result in writing within five (5) days of the Officer's termination of employment. To the extent the Association timely elects to condition the payment and delivery no portion of the Additional Termination Entitlements or any other amount due benefits conferred under this Agreement upon payable by the receipt and effectiveness Company or Bank being non-deductible to the Company or Bank pursuant to Section 280G of the Officer's resignation or release provided in section 10(b) Code and subject to the excise tax imposed under Section 4999 of this Agreementthe Code. Similarly, neither any payment of the Additional Termination Entitlements nor or any other amount due so conditioned benefits conferred under this Agreement shall be structured to comply with all requirements of Section 409A of the Code. Notwithstanding anything in this Agreement to the contrary, to the extent required under section 409A of the Code, no payment to be made to a key employee (within the meaning of section 409A of the Code) on or after the date of his termination of service shall be made sooner than six (6) after such termination of service; provided, however, that to the extent such six (6) month delay is imposed by section 409A of the Code, the Additional Termination Entitlements shall be paid into a rabbi trust for the benefit of the Officer as if the six (6) month delay was not imposed with such amounts then being distributed to the Officer if as soon as permissible under section 409A of the Code. The determination of any resignation reduction or release so required is not both received restructuring of the Additional Termination Entitlements or any other benefits conferred under this Agreement shall be based upon the opinion of independent counsel selected by the Association Company or Bank and effective before paid by the first Company or Bank. Such counsel shall be reasonably acceptable to the Company, Bank and the Officer; shall promptly prepare the foregoing opinion, but in no event later than thirty (30) days from the date upon which of termination; and may use such payments are to be paid actuaries or accountants as such counsel deems necessary or advisable for the purpose. Nothing contained herein shall result in a reduction in the Additional Termination Entitlements or any other benefits conferred under this AgreementAgreement below zero.

Terms and Conditions of the Additional Termination Entitlements. The Association Company and the Officer Executive hereby stipulate that the damages which may be incurred by the Officer Executive following any termination of employment are not capable of accurate measurement as of the date first above written and that the Additional Termination Entitlements constitute reasonable damages under the circumstances and shall be payable without any requirement of proof of actual damage and without regard to the Officer's Executive’s efforts, if any, to mitigate damages. The Association Company and the Officer Executive further agree that the Association Company may elect to condition the payment and delivery of the Additional Termination Entitlements on (i) the receipt and effectiveness of: (a) of the Officer's Executive’s resignation from any and all positions which he holds as an officer, director or committee member with respect to the Association Company, the Bank or any subsidiary or affiliate of the Association; and either of them and (bii) a release of the Association and the Company and their its officers, directors, shareholders, subsidiaries and affiliates, in form and substance satisfactory to the AssociationCompany, of any liability to the OfficerExecutive, whether for compensation or damages, in connection with the Officer's his employment with the Association Company and the termination of such employment, employment except for the Standard Termination Entitlements, Entitlements and the Additional Termination Entitlements, the Tax Indemnity Payment and indemnification payments due the Officer pursuant to section 6 or section 7 of this Agreement; provided, however, that any such election by the Association will only be effective if the Association notifies the Officer of its election in writing within five (5) days of the Officer's termination of employment. To the extent the Association timely elects to condition the Any payment and delivery of the Additional Termination Entitlements or any other amount due benefits conferred under this Agreement upon shall be structured to comply with all requirements of Section 409A. Notwithstanding anything in this Agreement to the receipt and effectiveness contrary, to the extent required under Section 409A, no payment to be made to a specified employee (within the meaning of Section 409A) on or after the Officer's resignation or release provided in section 10(bdate of his termination of service shall be made sooner than six (6) months after such termination of this Agreementservice (determined within the meaning of Code Section 409A); provided, neither however, that to the extent such six (6) month delay is imposed by Section 409A after a Change of Control, the Additional Termination Entitlements nor any other amount due so conditioned shall be paid into a rabbi trust for the benefit of the Officer as if the six (6) month delay was not imposed with such amounts then being distributed to the Officer if as soon as permissible under Section 409A. The determination of any resignation restructuring of the Additional Termination Entitlements or release so required is not both received any other benefits conferred under this Agreement shall be based upon the opinion of independent counsel selected by the Association Company or the Bank and effective before paid by the first Company or the Bank. Such counsel shall be reasonably acceptable to the Company, Bank and the Executive; shall promptly prepare the foregoing opinion, but in no event later than thirty (30) days from the date upon which of termination; and may use such payments are to be paid under this Agreementactuaries or accountants as such counsel deems necessary or advisable for the purpose.

Terms and Conditions of the Additional Termination Entitlements. The Association Bank and the Officer hereby stipulate that the damages which may be incurred by the Officer following any termination of employment are not capable of accurate measurement as of the date first above written and that the Additional Termination Entitlements constitute reasonable damages under the circumstances and shall be payable without any requirement of proof of actual damage and without regard to the Officer's efforts, if any, to mitigate damages. The Association Bank and the Officer further agree that the Association Bank may elect to condition the payment and delivery of the Additional Termination Entitlements on the receipt and effectiveness of: (a) the Officer's resignation from any and all positions which he holds as an officer, director or committee member with respect to the Association Bank or any subsidiary or affiliate of the AssociationBank; and (b) a release of the Association Bank and the Company and their officers, directors, shareholders, subsidiaries and affiliates, in form and substance satisfactory to the AssociationBank, of any liability to the Officer, whether for compensation or damages, in connection with the Officer's employment with the Association Bank and the termination of such employment, except for the Standard Termination Entitlements, the Additional Termination Entitlements, the Tax Indemnity Payment and indemnification payments due the Officer pursuant to section 6 or section 7 of this Agreement; provided, however, that any such election by the Association Bank will only be effective if the Association Bank notifies the Officer of its election in writing within five (5) days of the Officer's termination of employment. To the extent the Association Bank timely elects to condition the payment and delivery of the Additional Termination Entitlements or any other amount due under this Agreement upon the receipt and effectiveness of the Officer's resignation or release provided in section 10(b) of this Agreement, neither the Additional Termination Entitlements nor any other amount due so conditioned shall be paid to the Officer if any resignation or release so required is not both received by the Association Bank and effective before the first date upon which such payments are to be paid under this Agreement.

Terms and Conditions of the Additional Termination Entitlements. The Association Bank and the Officer hereby stipulate that the damages which may be incurred by the Officer following any termination of employment are not capable of accurate measurement as of the date first above written and that the Additional Termination Entitlements constitute reasonable damages under the circumstances and shall be payable without any requirement of proof of actual damage and without regard to the Officer's ’s efforts, if any, to mitigate damages. The Association Bank and the Officer further agree that the Association Bank may elect to condition the payment and delivery of the Additional Termination Entitlements on the receipt and effectiveness of: : (a) the Officer's ’s resignation from any and all positions which he holds as an officer, director or committee member with respect to the Association Bank or any subsidiary or affiliate of either of the AssociationBank; and and (b) a release of the Association Bank and the Company and their its officers, directors, shareholders, subsidiaries and affiliates, in form and substance satisfactory to the AssociationBank, of any liability to the Officer, whether for compensation or damages, in connection with the Officer's his employment with the Association Bank and the termination of such employment, employment except for the Standard Termination Entitlements, Entitlements and the Additional Termination Entitlements, the Tax Indemnity Payment and indemnification payments due the Officer pursuant to section 6 or section 7 of this Agreement; provided, however, that the Officer shall execute and deliver to the Bank no later than 53 days following the date of termination any such election resignation or release that is a condition of the payments and benefits (if any) due under sections 6(b)(i) and (ii) and not revoke said release. Any release required under this section 8 shall be in a form reasonably prescribed by the Association will only be effective if the Association notifies the Officer of its election in writing within five (5) days Bank. If any resignation or release is a condition of the Officer's payments and benefits (if any) due under sections 6(b)(i) and (ii), severance payments and benefits will commence following the expiration of the 60 day period following termination of employment, provided that the Executive has resigned and/or executed and delivered and not revoked the release no later than 53 days following the date of termination and said release, if applicable, is effective upon the 60th day following termination of employment. To the extent the Association timely elects to condition The Officer hereby agrees that if the payment and delivery of the Additional Termination Entitlements Entitlements, either alone or any together with other payments and benefits which the Officer has the right to receive from the Bank or its affiliates, whether pursuant to this Agreement or otherwise, would constitute a “parachute payment” under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), then the amount due payable under this Agreement upon the receipt and effectiveness shall be reduced to result in no portion of the payment payable under this Agreement being non-deductible to the Bank (or any successor thereto) by reason of Section 280G of the Code and subject to excise tax under Section 4999 of the Code. There parties hereto agree that the payments and benefits payable pursuant to this Agreement shall be reduced so as not to equal or exceed three times the Officer's resignation or release provided ’s “base amount,” as that term is defined in section 10(bSection 280G(b)(3) of this Agreementthe Code, neither the Additional Termination Entitlements nor any other amount due so conditioned and shall be paid reduced to 2.99 times the Officer’s base amount. The determination of any reduction in the payment to be made to the Officer if any resignation shall be based upon an analysis of an accounting or release so required is not both received law firm selected and paid for by the Association and effective before the first date upon which such payments are to be paid under this AgreementBank.

Terms and Conditions of the Additional Termination Entitlements. The Association Bank and the Officer hereby stipulate that the damages which may be incurred by the Officer following any termination of employment are not capable of accurate measurement as of the date first above written and that the Additional Termination Entitlements constitute reasonable damages under the circumstances and shall be payable without any requirement of proof of actual damage and without regard to the Officer's efforts, if any, to mitigate damages. The Association Bank and the Officer further agree that the Association Bank may elect to condition the payment and delivery of the Additional Termination Entitlements on the receipt and effectiveness of: (a) the Officer's resignation from any and all positions which he holds as an officer, director or committee member with respect to the Association Bank or any subsidiary or affiliate of the AssociationBank; and (b) a release of the Association Bank and the Company and their officers, directors, shareholders, subsidiaries and affiliates, in form and substance satisfactory to the AssociationBank, of any liability to the Officer, whether for compensation or damages, in connection with the Officer's employment with the Association Bank and the termination of such employment, except for the Standard Termination Entitlements, the Additional Termination Entitlements, the Tax Indemnity Payment and indemnification payments due the Officer pursuant to section 6 8 or section 7 16 of this Agreement; provided, however, that any such election by the Association will only be effective if the Association notifies the Officer of its election in writing within five (5) days of the Officer's termination of employment. To the extent the Association timely elects to condition Bank conditions the payment and delivery of the Additional Termination Entitlements or any other amount due under this Agreement upon the receipt and effectiveness of the Officer's resignation or release provided in section 10(b) of this AgreementAgreement and such release by law may not be effective until the expiration of a required prior notice and/or a recission period following its execution by the Officer, neither then any payment required to be made pursuant to this Agreement may be deferred until the Additional Termination Entitlements nor expiration of the period which is the sum of the period within which such payment was required to be made under the terms of this Agreement but for this section 10 and the period of any other amount due so conditioned required prior notice and recission periods, provided, however, that the Bank shall be paid pay to the Officer if for each day of such deferral interest in addition to any resignation or release so required is not both received by the Association other amounts due and effective before the first date upon which such payments are to be paid owing under this AgreementAgreement at the rate of the federal short term rate established under section 1274 of the Code for the month in which the Officer's termination of employment occurs calculated on the basis of a 360 day year for the actual number of days of such deferral on the amount so deferred.

Terms and Conditions of the Additional Termination Entitlements. (a) The Association Bank and the Officer hereby stipulate that the damages which that may be incurred by the Officer following any termination of employment are not capable of accurate measurement as of the date first above written and that the Additional Termination Entitlements constitute reasonable damages under the circumstances and shall be payable without any requirement of proof of actual damage and without regard to the Officer's ’s efforts, if any, to mitigate damages. . (b) The Association Bank and the Officer further agree that the Association Bank may elect to condition the payment and delivery of the Additional Termination Entitlements on the receipt and effectiveness of: : (a) the Officer's ’s resignation from any and all positions which that he holds as an officer, director or committee member with respect to the Association Bank or the Company or any subsidiary or affiliate of the Associationeither of them; and and (b) a release of the Association Bank and the Company and their its officers, directors, shareholders, subsidiaries and affiliates, in form and substance satisfactory to the AssociationBank, of any liability to the Officer, whether for compensation or damages, in connection with the Officer's his employment with the Association Bank and the termination of such employment, employment except for the Standard Termination Entitlements, Entitlements and the Additional Termination Entitlements, . This release must be executed and delivered to the Tax Indemnity Payment Bank no later than 53 days following the date of termination and indemnification payments due not revoke a release of claims in favor of the Officer pursuant to section 6 or section 7 of this Agreement; provided, however, that any such election Company and the Bank and all affiliates in the form as may be reasonably prescribed by the Association Bank. Severance payments will only be effective if commence following the Association notifies the Officer of its election in writing within five (5) days expiration of the Officer's 60 day period following termination of employment, provided that the Officer has executed and delivered and not revoked the release no later than 53 days following the date of termination and such release is effective upon the 60th day following termination of employment. (c) Notwithstanding anything herein contained to the contrary, in no event shall the aggregate amount of compensation payable to the Officer under this Agreement constitute an “excess parachute payment” with the meaning of Section 280G of the Code and any regulations thereunder. To In the extent event that the Association timely elects Bank shall determine that any payments to condition be made hereunder (together with any other payments) constitute an “excess parachute payment” within the payment meaning of Section 280G of the Code and delivery of the regulations thereunder, then the Additional Termination Entitlements or any other amount due under this Agreement upon shall be reduced by the receipt and effectiveness Bank in its sole discretion to the point that such compensation shall not qualify as an “excess parachute payment” within the meaning of Section 280G of the Officer's resignation or release provided in section 10(b) of this Agreement, neither Code and the Additional Termination Entitlements nor any other amount due so conditioned shall be paid to the Officer if any resignation or release so required is not both received by the Association and effective before the first date upon which such payments are to be paid under this Agreementregulations thereunder.

Terms and Conditions of the Additional Termination Entitlements. The Association Bank and the Officer hereby stipulate that the damages which may be incurred by the Officer following any termination of employment are not capable of accurate measurement as of the date first above written and that the Additional Termination Entitlements constitute reasonable damages under the circumstances and shall be payable without any requirement of proof of actual damage and without regard to the Officer's efforts, if any, to mitigate damages. The Association Bank and the Officer further agree that the Association Bank may elect to condition the payment and delivery of the Additional Termination Entitlements on the receipt and effectiveness of: : (a) the Officer's resignation from any and all positions which he she holds as an officer, director or committee member with respect to the Association Bank or the Company or any subsidiary or affiliate of the Associationeither of them; and and (b) a release of the Association Bank and the Company and their its officers, directors, shareholders, subsidiaries and affiliates, in form and substance satisfactory to the AssociationBank, of any liability to the Officer, whether for compensation or damages, in connection with the Officer's her employment with the Association Bank and the termination of such employment, employment except for the Standard Termination Entitlements and the Additional Termination Entitlements, . The Officer hereby agrees that if the payment of the Additional Termination Entitlements, the Tax Indemnity Payment either alone or together with other payments and indemnification payments due benefits which the Officer has the right to receive from the Bank or the Company, whether pursuant to section 6 this Agreement or section 7 otherwise, would constitute a "parachute payment" under Section 280G of the Code, then the amount payable under this Agreement; provided, however, Agreement shall be reduced to result in no portion of the payment payable under this Agreement being non-deductible to the Bank or Company (or any successor thereto) by reason of Section 280G of the Code and subject to excise tax under Section 4999 of the Code. There parties hereto agree that any such election by the Association will only payments and benefits payable pursuant to this Agreement shall be effective if the Association notifies the Officer of its election in writing within five (5) days of reduced so as not to equal or exceed three times the Officer's termination of employment. To the extent the Association timely elects to condition the payment and delivery "base amount," as that term is defined in Section 280G(b)(3) of the Additional Termination Entitlements or any other amount due under this Agreement upon the receipt Code, and effectiveness of shall be reduced to 2.99 times the Officer's resignation or release provided base amount. The determination of any reduction in section 10(b) of this Agreement, neither the Additional Termination Entitlements nor any other amount due so conditioned shall payment to be paid made to the Officer if any resignation shall be based upon an analysis of an accounting or release so required is not both received law firm selected and paid for by the Association and effective before the first date upon which such payments are to be paid under this AgreementBank.

Terms and Conditions of the Additional Termination Entitlements. (a) The Association Bank and the Officer hereby stipulate that the damages which may be incurred by the Officer following any termination of employment are not capable of accurate measurement as of the date first above written and that the Additional Termination Entitlements constitute reasonable damages under the circumstances and shall be payable without any requirement of proof of actual damage and without regard to the Officer's ’s efforts, if any, to mitigate damages. . (b) The Association Bank and the Officer further agree that the Association Bank may elect to condition the payment and delivery of the Additional Termination Entitlements on the receipt and effectiveness of: : (a) the Officer's ’s resignation from any and all positions which he holds as an officer, director or committee member with respect to the Association Bank or the Company or any subsidiary or affiliate of the Associationeither of them; and and (b) a release of the Association Bank and the Company and their its officers, directors, shareholders, subsidiaries and affiliates, in form and substance satisfactory to the AssociationBank, of any liability to the Officer, whether for compensation or damages, in connection with the Officer's his employment with the Association Bank and the termination of such employment, employment except for the Standard Termination Entitlements, Entitlements and the Additional Termination Entitlements, . This release must be executed and delivered to the Tax Indemnity Payment Bank no later than 53 days following the date of termination and indemnification payments due not revoke a release of claims in favor of the Officer pursuant to section 6 or section 7 of this Agreement; provided, however, that any such election Company and the Bank and all affiliates in the form as may be reasonably prescribed by the Association Bank. Severance payments will only be effective if commence following the Association notifies the Officer of its election in writing within five (5) days expiration of the Officer's 60 day period following termination of employment, provided that the Officer has executed and delivered and not revoked the release no later than 53 days following the date of termination and such release is effective upon the 60th day following termination of employment. (c) Notwithstanding anything herein contained to the contrary, in no event shall the aggregate amount of compensation payable to the Officer under this Agreement constitute an “excess parachute payment” with the meaning of Section 280G of the Code and any regulations thereunder. To In the extent event that the Association timely elects Bank shall determine that any payments to condition be made hereunder (together with any other payments) constitute an “excess parachute payment” within the payment meaning of Section 280G of the Code and delivery of the regulations thereunder, then the Additional Termination Entitlements or any other amount due under this Agreement upon shall be reduced by the receipt and effectiveness Bank in its sole discretion to the point that such compensation shall not qualify as an “excess parachute payment” within the meaning of Section 280G of the Officer's resignation or release provided in section 10(b) of this Agreement, neither Code and the Additional Termination Entitlements nor any other amount due so conditioned shall be paid to the Officer if any resignation or release so required is not both received by the Association and effective before the first date upon which such payments are to be paid under this Agreementregulations thereunder.

Terms and Conditions of the Additional Termination Entitlements. The Association Company and the Officer Executive hereby stipulate that the damages which may be incurred by the Officer Executive following any termination of employment are not capable of accurate measurement as of the date first above written and that the Additional Termination Entitlements constitute reasonable damages under the circumstances and shall be payable without any requirement of proof of actual damage and without regard to the Officer's Executive’s efforts, if any, to mitigate damages. The Association Company and the Officer Executive further agree that the Association Company may elect to condition the payment and delivery of the Additional Termination Entitlements on (i) the receipt and effectiveness of: (a) of the Officer's Executive’s resignation from any and all positions which he holds as an officer, director or committee member with respect to the Association Company, the Bank or any subsidiary or affiliate of the Association; and either of them and (bii) a release of the Association and the Company and their its officers, directors, shareholders, subsidiaries and affiliates, in form and substance satisfactory to the AssociationCompany, of any liability to the OfficerExecutive, whether for compensation or damages, in connection with the Officer's his employment with the Association Company and the termination of such employment, employment except for the Standard Termination Entitlements, Entitlements and the Additional Termination Entitlements, the Tax Indemnity Payment and indemnification payments due the Officer pursuant to section 6 or section 7 of this Agreement; provided, however, that any such election by the Association will only be effective if the Association notifies the Officer of its election in writing within five (5) days of the Officer's termination of employment. To the extent the Association timely elects to condition the Any payment and delivery of the Additional Termination Entitlements or any other amount due benefits conferred under this Agreement upon the receipt and effectiveness shall be structured to comply with all requirements of Section 409A of the Officer's resignation Code. Notwithstanding anything in this Agreement to the contrary, to the extent required under section 409A of the Code, no payment to be made to a key employee (within the meaning of section 409A of the Code) on or release provided in after the date of his termination of service shall be made sooner than six (6) after such termination of service; provided, however, that to the extent such six (6) month delay is imposed by section 10(b) 409A of this Agreementthe Code after a Change of Control, neither the Additional Termination Entitlements nor any other amount due so conditioned shall be paid into a rabbi trust for the benefit of the Officer as if the six (6) month delay was not imposed with such amounts then being distributed to the Officer if as soon as permissible under section 409A of the Code. The determination of any resignation restructuring of the Additional Termination Entitlements or release so required is not both received any other benefits conferred under this Agreement shall be based upon the opinion of independent counsel selected by the Association Company or Bank and effective before paid by the first Company or Bank. Such counsel shall be reasonably acceptable to the Company, Bank and the Executive; shall promptly prepare the foregoing opinion, but in no event later than thirty (30) days from the date upon which of termination; and may use such payments are to be paid under this Agreementactuaries or accountants as such counsel deems necessary or advisable for the purpose.