Common use of Without Just Cause; Constructive Discharge Clause in Contracts

Without Just Cause; Constructive Discharge. (1) The Board may, by written notice to the Employee, immediately terminate Employee’s employment at any time for a reason other than Just Cause, in which event the Employee shall be entitled to receive the following compensation and benefits (unless such termination occurs within the time period set forth in Section 11(b) hereof in which event the benefits and compensation provided for in Section 11 shall apply): (i) The annual amount of base compensation under Section 2 of this Agreement at the rate then in effect; (ii) the amount of incentive compensation actually payable to the Employee under the Company’s incentive compensation program in effect during the Employee’s year of termination as if the Employee had not terminated employment during the incentive period prorated based on the number of days Employee was employed during the incentive period; provided, however, that any stock based compensation that would otherwise be issued in accordance with any incentive compensation program (i.e., options, stock grants, SARs, etc.) shall instead be settled in a cash payment payable as set forth below; and (iii) continued participation under the Company’s benefit plans (other than the incentive compensation program) through the Expiration Date but only to the extent the Employee continues to qualify for participation therein, with the Company maintaining its same level of contributions as immediately prior to the termination; provided, however, that to the extent such benefits include payments for medical expenses that are allowable as a deduction under Code Section 213, the Company will maintain its same level of contributions as immediately prior to the termination but only during the period of time the Employee would be entitled to continuation coverage under the Company’s group health plan pursuant to Code Section 4980B (COBRA coverage). The Company will pay the amount due under subsection (d)(1)(i) to the Employee in a single lump sum cash payment within [45] days of the date of the Employee’s termination. The Company will pay the amount due under subsection (d)(1)(ii) to the Employee at the same time as the Company pays other participants in the applicable incentive compensation program but in no event later than the fifteenth day of the third month of the taxable year following the taxable year containing the last day of the applicable incentive period. (2) The Employee may voluntarily terminate employment under this Agreement, in which case the Employee will receive the compensation and benefits payable under Section 9(d)(1) hereof upon the occurrence of any of the following events which has not been consented to in advance by the Employee in writing (unless such voluntary termination occurs within the time period set forth in Section 11(b) hereof in which event the benefits and compensation provided for in Section 11 shall apply): (i) the requirement that the Employee perform principal executive functions more than 50 miles from Employee’s primary office; (ii) a material reduction without reasonable cause in the Employee’s base compensation; (iii) any action or inaction that constitutes a material breach by the Company of this Agreement; or (iv) a material reduction in the Employee’s duties, responsibilities or authority (including reporting responsibilities) in connection with his employment with the Company. The Company will pay all amounts due under this subsection (d)(2) to the Employee in a single lump sum cash payment within [45] days of the date of the Employee’s termination, provided: (i) Employee terminates his employment within two years of the initial existence of any event under this Section 9(d)(2); (ii) the Employee provides the Company notice of the existence of an event under this Section 9(d)(2); and (iii) after notice from the Employee of the existence of any event under this Section 9(d)(2), the Company does not remedy the condition within 30 days. (3) Notwithstanding the foregoing, but only to the extent required under federal banking law, the amount payable under clause (d)(1)(i) hereof shall be reduced to the extent that on the date of the Employee’s termination of employment, the present value of the benefits payable under clauses (d)(1)(i) and (ii) hereof exceeds the limitation on severance benefits that is set forth in applicable regulations or other guidance of the Office of Thrift Supervision (“OTS”), as in effect on the Effective Date. In the event that Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) becomes applicable to payments made under this Section 9(d), and the payments exceed the “Maximum Amount” as defined in Section 11(a)(1) hereof, the payments shall be reduced as provided by Section 11(a)(2) of this Agreement.

Without Just Cause; Constructive Discharge. (1) The Board may, by written notice to the Employee, immediately terminate Employee’s employment at any time for a reason other than Just Cause, in which event the Employee shall be entitled to receive the following compensation and benefits (unless such termination occurs within the time period set forth in Section 11(b) hereof in which event the benefits and compensation provided for in Section 11 shall apply): (i) The annual amount of base compensation under Section 2 of this Agreement at the rate then in effect; , (ii) the annual amount of incentive compensation actually payable to the Employee under the Company’s incentive compensation program then in effect during assuming that the Employee’s Company achieves 100% of its target goals for the year of that such termination as if the Employee had not terminated employment during the incentive period prorated based on the number of days Employee was employed during the incentive period; occurs, provided, however, that any stock based compensation that would otherwise be issued in accordance with any incentive compensation such program (i.e., options, stock grants, SARs, etc.) shall instead be settled in a cash payment payable as set forth below; and (iii) continued participation under the Company’s benefit plans (other than the incentive compensation program) through with the Expiration Date Company maintaining its same level as contributions as immediately prior to the termination, but only to the extent the Employee continues to qualify for participation therein, with through the Company maintaining its same level of contributions as immediately prior to the termination; provided, however, that to the extent such benefits include payments for medical expenses that are allowable as a deduction under Code Section 213, the Company will maintain its same level of contributions as immediately prior to the termination but only during the period of time the Employee would be entitled to continuation coverage under the Company’s group health plan pursuant to Code Section 4980B (COBRA coverage)Expiration Date. The Company will pay the amount all amounts due under this subsection (d)(1)(id) to the Employee in a single lump sum cash payment within [45] days of six months following the date of the Employee’s termination. The Company ; provided, however, that if the Employee dies prior to payment, the payment will pay the amount due under subsection (d)(1)(ii) be made to the Employee at Employee’s beneficiaries on the same time as the Company pays other participants in the applicable incentive compensation program but in no event later than the fifteenth day first of the third month of the taxable year following the taxable year containing the last day of the applicable incentive periodEmployee’s death, if sooner. (2) The Employee may voluntarily terminate employment under this Agreement, in which case the Employee will receive the compensation and benefits payable under Section 9(d)(1) hereof upon the occurrence of any of the following events which has not been consented to in advance by the Employee in writing (unless such voluntary termination occurs within the time period set forth in Section 11(b) hereof in which event the benefits and compensation provided for in Section 11 shall apply): (i) the requirement that the personal residence of the Employee be moved, or perform principal executive functions functions, more than 50 miles from Employee’s primary office; (ii) a material reduction without reasonable cause in the Employee’s base compensation; (iii) any action or inaction that constitutes a material breach the failure by the Company of to continue to provide the Employee with compensation and benefits provided for under this Agreement, or with benefits substantially similar to those provided under any of the employee benefit plans in which the Employee now or hereafter becomes a participant, or the taking of any action by the Company which would directly or indirectly reduce any of such benefits or deprive the Employee of any material fringe benefit enjoyed; or (iv) the assignment to the Employee of duties and responsibilities materially different from those normally associated with Employee’s position as referenced at Section 1; or (v) a material diminution or reduction in the Employee’s duties, responsibilities or authority (including reporting responsibilities) in connection with his employment with the Company. The Company will pay all amounts due under this subsection (d)(2) to the Employee in a single lump sum cash payment within [45] days of six months following the date of the Employee’s termination; provided, provided: (i) however, that if the Employee terminates his employment within two years dies prior to payment, the payment will be made to the Employee’s beneficiaries on the first of the initial existence of any event under this Section 9(d)(2); (ii) month following the Employee provides the Company notice of the existence of an event under this Section 9(d)(2); and (iii) after notice from the Employee of the existence of any event under this Section 9(d)(2)Employee’s death, the Company does not remedy the condition within 30 daysif sooner. (3) Notwithstanding the foregoing, but only to the extent required under federal banking law, the amount payable under clause (d)(1)(i) hereof shall be reduced to the extent that on the date of the Employee’s termination of employment, the present value of the benefits payable under clauses (d)(1)(i) and (ii) hereof exceeds the limitation on severance benefits that is set forth in applicable regulations or other guidance of the Office of Thrift Supervision (“OTS”), as in effect on the Effective Date. In the event that Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) becomes applicable to payments made under this Section 9(d), and the payments exceed the “Maximum Amount” as defined in Section 11(a)(1) hereof, the payments shall be reduced as provided by Section 11(a)(2) of this Agreement.

Without Just Cause; Constructive Discharge. (1) The Board may, by written notice to the Employee, immediately terminate Employee’s his employment at any time for a reason other than Just Cause, in which event the Employee, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, shall be entitled to receive an amount equal to three (3) times the sum of (i) his Base Salary provided pursuant to Section 2 hereof, and (ii) the highest rate of bonus awarded to the Employee, pursuant to Section 3 hereof, at any time during the prior three years. In addition, the Employee shall be entitled to receive a lump sum payment in an amount equal to the present value of the Bank’s contributions that would have been made on Employee’s behalf under the Bank’s tax-qualified retirement plans (including the 401(k) Plan, the profit sharing plan and the employee stock ownership plan) if he had continued working for the Bank for a thirty-six (36) month period following compensation his termination of employment earning the Base Salary that would have been achieved during the remaining unexpired term of this Agreement and benefits (unless making the maximum amount of employee contributions permitted, if any, under such plans. Upon an event of termination at any time for a reason other than Just Cause, the Employee will vest on the date of termination of employment in any outstanding unvested stock options or shares of restricted stock of the Company that have been awarded to him. Notwithstanding the foregoing, in the event such termination occurs after a Change in Control and within the time period set forth in Section 11(b10(a)(1) hereof, the benefits and compensation provided for in that Section 10 shall apply. All amounts payable to the Employee in cash shall be paid in one lump sum (adjusted to reflect the present value of such accelerated payment) within thirty (30) days of such termination, or if Employee is a “Specified Employee” (as defined in Code Section 409A) on the first day of the seventh month following Employee’s Separation from Service. (2) The Employee may voluntarily terminate his employment under this Agreement within ninety (90) days following the occurrence of an event which constitutes “Constructive Discharge,” and shall thereupon be entitled to receive the compensation and benefits payable under Section 9(d)(1) hereof (unless such voluntary termination occurs following a Change in Control as set forth under Section 10(b) in which event the benefits and compensation provided for in Section 11 10 shall apply): (i) The annual amount of base compensation under Section 2 ). For purposes of this Agreement at the rate then in effect; (ii) the amount of incentive compensation actually payable to the Employee under the Company’s incentive compensation program in effect during the Employee’s year of termination as if the Employee had not terminated employment during the incentive period prorated based on the number of days Employee was employed during the incentive period; providedSection 9, however, that any stock based compensation that would otherwise be issued in accordance with any incentive compensation program (i.e., options, stock grants, SARs, etc.) a Constructive Discharge shall instead be settled in a cash payment payable as set forth below; and (iii) continued participation under the Company’s benefit plans (other than the incentive compensation program) through the Expiration Date but only to the extent the Employee continues to qualify for participation therein, with the Company maintaining its same level of contributions as immediately prior to the termination; provided, however, that to the extent such benefits include payments for medical expenses that are allowable as a deduction under Code Section 213, the Company will maintain its same level of contributions as immediately prior to the termination but only during the period of time the Employee would be entitled to continuation coverage under the Company’s group health plan pursuant to Code Section 4980B (COBRA coverage). The Company will pay the amount due under subsection (d)(1)(i) to the Employee in a single lump sum cash payment within [45] days of the date of the Employee’s termination. The Company will pay the amount due under subsection (d)(1)(ii) to the Employee at the same time as the Company pays other participants in the applicable incentive compensation program but in no event later than the fifteenth day of the third month of the taxable year following the taxable year containing the last day of the applicable incentive period. (2) The Employee may voluntarily terminate employment under this Agreement, in which case the Employee will receive the compensation and benefits payable under Section 9(d)(1) hereof upon the occurrence of any of the following events which has not been consented to in advance in writing by the Employee in writing Employee: (unless such voluntary termination occurs within the time period set forth in Section 11(b) hereof in which event the benefits and compensation provided for in Section 11 shall apply): (i1) the requirement that the Employee move his personal residence, or perform his principal executive functions functions, more than 50 thirty-five (35) miles from Employee’s his primary office; (ii) a material reduction without reasonable cause in the Employee’s base compensation; (iii) any action the failure to increase the Employee’s Base Salary or inaction that constitutes a material breach by to pay the Company Employee discretionary bonuses pursuant to Sections 2 and 3 of this Agreement; or (iv) the failure by the Bank to continue to provide the Employee with compensation and benefits provided for under this Agreement, as the same may be increased from time to time, or with benefits substantially similar to those provided to him under any of the employee benefit plans in which the Employee now or hereafter becomes a participant, or the taking of any action by the Bank which would directly or indirectly reduce any of such benefits or deprive the Employee of any material fringe benefit enjoyed by him; (v) the requirement that the Employee report directly to a person or persons other than the Board; (vi) the assignment to the Employee of duties and responsibilities materially different from those normally associated with his position as referenced at Section 1; (vii) a failure to elect or reelect the Employee to the Board of Directors of the Bank; (viii) a material diminution or reduction in the Employee’s duties, responsibilities or authority (including reporting responsibilities) in connection with his employment with the CompanyBank. The Company will pay all All amounts due under this subsection (d)(2) payable to the Employee in a single lump sum cash payment within [45] days of the date of the Employee’s termination, provided: (i) Employee terminates his employment within two years of the initial existence of any event under this Section 9(d)(2); ) shall be paid in a lump sum (iiadjusted for the present value of such accelerated payment) within thirty (30) days of such termination, or if Employee is a Specified Employee, on the Employee provides the Company notice first day of the existence of an event under this Section 9(d)(2); and (iii) after notice seventh month following Employee’s Separation from the Employee of the existence of any event under this Section 9(d)(2), the Company does not remedy the condition within 30 daysService. (3) Notwithstanding the foregoing, but only to the extent required under federal banking law, the amount payable under clause (d)(1)(id)(1) hereof shall be reduced to the extent that on the date of the Employee’s termination of employment, the present value of the benefits payable under clauses (d)(1)(i) and (ii) hereof thereunder exceeds the limitation on severance benefits that is set forth in applicable regulations or other guidance Regulatory Bulletin 27b of the Office of Thrift Supervision (“OTS”)) and the OTS Thrift Activities Handbook Section 310, as in effect on the Effective Date. In the event that Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) becomes applicable to payments made under this Section 9(d), and the payments exceed the “Maximum Amount” as defined in Section 11(a)(110(a)(2) hereof, the payments shall be reduced as provided by in accordance with Section 11(a)(210(a)(2) of this Agreement.

Without Just Cause; Constructive Discharge. (1) The Board may, by written notice to the Employee, immediately terminate Employee’s his employment at any time for a reason other than Just Cause, in which event the Employee shall be entitled to receive the following compensation and benefits (unless such termination occurs within the time period set forth in Section 11(b) hereof hereof, in which event the benefits and compensation provided for in Section 11 shall apply): (i) The annual amount of base compensation under the salary provided pursuant to Section 2 hereof, up to the date of termination of the term as provided in Section 5 hereof (including any renewal term) of this Agreement at (the rate then in effect; "Expiration Date"), plus said salary for an additional 12-month period, and (ii) at the Employee's election, either (A) cash in an amount of incentive compensation actually payable equal to the cost to the Employee under of obtaining all health, life, disability and other benefits (excluding stock options) which the Company’s incentive compensation program Employee would have been eligible to participate in effect during through the Employee’s year Expiration Date, based upon the benefit levels substantially equal to those that the Bank provided for the Employee at the date of termination as if the Employee had not terminated employment during the incentive period prorated based on the number of days Employee was employed during the incentive period; providedemployment, however, that any stock based compensation that would otherwise be issued in accordance with any incentive compensation program or (i.e., options, stock grants, SARs, etc.) shall instead be settled in a cash payment payable as set forth below; and (iiiB) continued participation under the Company’s such Bank benefit plans (other than the incentive compensation program) through the Expiration Date Date, but only to the extent the Employee continues to qualify for participation therein, with the Company maintaining its same level of contributions as immediately prior to the termination; provided, however, that to the extent such benefits include payments for medical expenses that are allowable as a deduction under Code Section 213, the Company will maintain its same level of contributions as immediately prior to the termination but only during the period of time the Employee would be entitled to continuation coverage under the Company’s group health plan pursuant to Code Section 4980B (COBRA coverage). The Company will pay the amount due under subsection (d)(1)(i) All amounts payable to the Employee in a single lump sum cash payment within [45] days of shall be paid, at the date option of the Employee’s , either (I) in periodic payments through the Expiration Date, or (II) in one lump sum within ten (10) days of such termination. The Company will pay the amount due under subsection (d)(1)(ii) to the Employee at the same time as the Company pays other participants in the applicable incentive compensation program but in no event later than the fifteenth day of the third month of the taxable year following the taxable year containing the last day of the applicable incentive period. (2) The Employee may voluntarily terminate his employment under this Agreement, in which case and the Employee will shall thereupon be entitled to receive the compensation and benefits payable under Section 9(d)(1) hereof upon hereof, within ninety (90) days following the occurrence of any of the following events events, which has not been consented to in advance by the Employee in writing (unless such voluntary termination occurs within the time period set forth in Section 11(b) hereof hereof, in which event the benefits and compensation provided for in Section 11 shall apply): (i) the requirement that the Employee move his personal residence, or perform his principal executive functions functions, more than 50 thirty (30) miles from Employee’s his primary office; (ii) a material reduction without reasonable cause in the Employee’s 's base compensation, unless part of an institution-wide reduction; (iii) the failure by the Bank to continue to provide the Employee with compensation and benefits provided for under this Agreement, as the same may be increased from time to time, or with benefits substantially similar to those provided to him under any of the employee benefit plans in which the Employee now or hereafter becomes a participant, or the taking of any action or inaction that constitutes a material breach by the Company Bank which would directly or indirectly reduce any of this Agreementsuch benefits or deprive the Employee of any material fringe benefit enjoyed by him, unless part of an institution-wide reduction; (iv) the assignment to the Employee of duties and responsibilities materially different from those normally associated with his position as referenced in Section 1; (v) a failure to elect or re-elect the Employee to the Board of Directors of the Bank; or (ivvi) a material diminution or reduction in the Employee’s duties, 's responsibilities or authority (including reporting responsibilities) in connection with his employment with the Company. The Company will pay all amounts due under this subsection (d)(2) to the Employee in a single lump sum cash payment within [45] days of the date of the Employee’s termination, provided: (i) Employee terminates his employment within two years of the initial existence of any event under this Section 9(d)(2); (ii) the Employee provides the Company notice of the existence of an event under this Section 9(d)(2); and (iii) after notice from the Employee of the existence of any event under this Section 9(d)(2), the Company does not remedy the condition within 30 daysBank. (3) Notwithstanding the foregoing, but only to the extent required under federal banking law, the amount payable under clause (d)(1)(i) hereof shall be reduced to the extent that on the date of the Employee’s 's termination of employment, the present value of the benefits payable under clauses (d)(1)(i) and (ii) hereof exceeds the limitation on severance benefits that is set forth in applicable regulations or other guidance Regulatory Bulletin 27a of the Office of Thrift Supervision (“OTS”)Supervision, as in effect on the Effective Date. In the event that Section 280G of the Internal Revenue Code of 1986, as amended (the “"Code”) "), becomes applicable to payments made under this Section 9(d), and the payments exceed the “"Maximum Amount” " as defined in Section 11(a)(1) hereof, the payments shall be reduced as provided by Section 11(a)(2) of this Agreement.

Without Just Cause; Constructive Discharge. (1i) The Board may, by written notice to the Employee, immediately terminate Employee’s employment at any time for a reason other than Just Cause, in which event the Employee shall be entitled to receive the following compensation and benefits (unless such termination occurs within the time period set forth in Section 11(b) hereof hereof, in which event the benefits and compensation provided for in Section 11 shall apply): (iA) The annual amount of base compensation under the consideration provided pursuant to Section 2 hereof, for one year following the date of this Agreement termination (the "Severance Period"); and (B) cash in an amount equal to the cost to the Employee of obtaining all health, life, disability and other benefits in which the Employee would have been eligible to participate based upon the benefit levels substantially equal to those that the Company provided for the Employee at the rate then in effect; (ii) the amount date of incentive compensation actually termination of employment for a period of 12 months. All amounts payable to the Employee under shall be paid, at the Company’s incentive compensation program in effect during option of the Employee’s year , either (I) in quarterly payments or (II) in one lump sum within 10 days of termination as if the Employee had not terminated employment during the incentive period prorated based on the number of days Employee was employed during the incentive period; such termination, provided, however, that in either instance, such payment shall be delayed until the minimum time required if deemed necessary by the Company to comply subject to and conditioned upon compliance with Internal Revenue Code Section 409A and regulations promulgated thereunder regarding any stock based compensation that would otherwise be issued delay in accordance with any incentive compensation program (i.e., options, stock grants, SARs, etc.) shall instead be settled in a cash such payment payable as set forth below; and (iii) continued participation under by the Company’s benefit plans (other than the incentive compensation program) through the Expiration Date but only to the extent the Employee continues to qualify for participation therein, with the Company maintaining its same level of contributions as immediately prior to the termination; provided, however, that to the extent such benefits include payments for medical expenses that are allowable as a deduction under Code Section 213, the Company will maintain its same level of contributions as immediately prior to the termination but only during the period of time the Employee would be entitled to continuation coverage under the Company’s group health plan pursuant to Code Section 4980B (COBRA coverage). The Company will pay the amount due under subsection (d)(1)(i) to the Employee in a single lump sum cash payment within [45] days of the date of the Employee’s termination. The Company will pay the amount due under subsection (d)(1)(ii) to the Employee at the same time as the Company pays other participants in the applicable incentive compensation program but in no event later than the fifteenth day of the third month of the taxable year following the taxable year containing the last day of the applicable incentive period. (2ii) The Employee may voluntarily terminate employment under this Agreement, in which case and the Employee will shall thereupon be entitled to receive the compensation and benefits payable under Section 9(d)(19(d)(i) hereof upon hereof, within 90 days following the occurrence of any of the following events events, which has not been consented to in advance by the Employee in writing (unless such voluntary termination occurs within the time period set forth in Section 11(b) hereof in which event the benefits and compensation provided for in Section 11 shall apply): (iA) the requirement that the personal residence of the Employee be moved, or perform principal executive functions functions, more than 50 miles from the Employee’s 's primary office; (iiB) a material reduction without reasonable cause in the Employee’s 's base compensation; (iiiC) any action or inaction that constitutes a material breach the failure by the Company of to continue to provide the Employee with compensation and benefits provided for under this Agreement, or with benefits substantially similar to those provided under any of the employee benefit plans in which the Employee now or hereafter becomes a participant, or the taking of any action by the Company which would directly or indirectly reduce any of such benefits or deprive the Employee of any material fringe benefit enjoyed; (D) the assignment to the Employee of duties and responsibilities materially different from those normally associated with the Employee's position as referenced at Section 1; or (ivE) a material diminution or reduction in the Employee’s duties, 's responsibilities or authority (including excluding reporting responsibilities) in connection with his employment with the Company. The Company will pay all amounts due under this subsection (d)(2) to the Employee in a single lump sum cash payment within [45] days of the date of the Employee’s termination, provided: (i) Employee terminates his employment within two years of the initial existence of any event under this Section 9(d)(2); (ii) the Employee provides the Company notice of the existence of an event under this Section 9(d)(2); and (iii) after notice from the Employee of the existence of any event under this Section 9(d)(2), the Company does not remedy the condition within 30 days. (3iii) Notwithstanding the foregoing, but only to the extent required under federal banking law, the amount payable under clause (d)(1)(iSection 9(d)(i) hereof shall be reduced to the extent that on the date of the Employee’s 's termination of employment, the present value of the benefits payable under clauses (d)(1)(i) and (iiSection 9(d)(i) hereof exceeds the limitation on severance benefits that is set forth in applicable regulations or other guidance of the Office of Thrift Supervision (“"OTS”"), as in effect on the Effective Date. In the event that Section 280G of the Internal Revenue Code of 1986, as amended (the “"Code”) "), becomes applicable to payments made under this Section 9(d), and the payments exceed the “"Maximum Amount” " as defined in Section 11(a)(111(a) hereof, the payments shall be reduced as provided by Section 11(a)(2) of this Agreementso not to exceed maximum requirements.

Without Just Cause; Constructive Discharge. (1) The Board may, ------------------------------------------ by written notice to the Employee, immediately terminate Employee’s his employment at any time for a reason other than Just Cause, in which event the Employee shall be entitled to receive the following compensation and benefits (unless such termination occurs within the time period set forth in Section 11(b) hereof in which event the benefits and compensation provided for in Section 11 shall apply): (i) The annual amount of base compensation under the salary provided pursuant to Section 2 hereof, up to the date of termination of the term as provided in Section 5 hereof (including any renewal term) of this Agreement at (the rate then in effect; "Expiration Date"), plus said salary for an additional 12-month period, and (ii) at the Employee's election, either (A) cash in an amount of incentive compensation actually payable equal to the cost to the Employee under of obtaining all health, life, disability and other benefits which the Company’s incentive compensation program Employee would have been eligible to participate in effect during through the Employee’s year Expiration Date based upon the benefit levels substantially equal to those that the Bank provided for the Employee at the date of termination as if the Employee had not terminated employment during the incentive period prorated based on the number of days Employee was employed during the incentive period; providedemployment, however, that any stock based compensation that would otherwise be issued in accordance with any incentive compensation program or (i.e., options, stock grants, SARs, etc.) shall instead be settled in a cash payment payable as set forth below; and (iiiB) continued participation under the Company’s such Bank benefit plans (other than the incentive compensation program) through the Expiration Date Date, but only to the extent the Employee continues to qualify for participation therein, with the Company maintaining its same level of contributions as immediately prior to the termination; provided, however, that to the extent such benefits include payments for medical expenses that are allowable as a deduction under Code Section 213, the Company will maintain its same level of contributions as immediately prior to the termination but only during the period of time the Employee would be entitled to continuation coverage under the Company’s group health plan pursuant to Code Section 4980B (COBRA coverage). The Company will pay the amount due under subsection (d)(1)(i) All amounts payable to the Employee in a single lump sum cash payment within [45] days of shall be paid, at the date option of the Employee’s , either (I) in periodic payments through the Expiration Date, or (II) in one lump sum within 10 days of such termination. The Company will pay the amount due under subsection (d)(1)(ii) to the Employee at the same time as the Company pays other participants in the applicable incentive compensation program but in no event later than the fifteenth day of the third month of the taxable year following the taxable year containing the last day of the applicable incentive period. (2) The Employee may voluntarily terminate his employment under this Agreement, in which case and the Employee will shall thereupon be entitled to receive the compensation and benefits payable under Section 9(d)(1) hereof upon hereof, within 90 days following the occurrence of any of the following events events, which has not been consented to in advance by the Employee in writing (unless such voluntary termination occurs within the time period set forth in Section 11(b) hereof in which event the benefits and compensation provided for in Section 11 shall apply): (i) the requirement that the Employee move his personal residence, or perform his principal executive functions functions, more than 50 30 miles from Employee’s his primary office; (ii) a material reduction without reasonable cause in the Employee’s 's base compensation; (iii) the failure by the Bank to continue to provide the Employee with compensation and benefits provided for under this Agreement, as the same may be increased from time to time, or with benefits substantially similar to those provided to him under any of the employee benefit plans in which the Employee now or hereafter becomes a participant, or the taking of any action or inaction that constitutes a material breach by the Company Bank which would directly or indirectly reduce any of this Agreementsuch benefits or deprive the Employee of any material fringe benefit enjoyed by him; or (iv) the assignment to the Employee of duties and responsibilities materially different from those normally associated with his position as referenced at Section 1; (v) a failure to elect or reelect the Employee to the Board; (vi) a material diminution or reduction in the Employee’s duties, 's responsibilities or authority (including reporting responsibilities) in connection with his employment with the Company. The Company will pay all amounts due under this subsection Bank; or (d)(2vii) to a material reduction in the Employee in a single lump sum cash payment within [45] days of the date secretarial or other administrative support of the Employee’s termination, provided: (i) Employee terminates his employment within two years of the initial existence of any event under this Section 9(d)(2); (ii) the Employee provides the Company notice of the existence of an event under this Section 9(d)(2); and (iii) after notice from the Employee of the existence of any event under this Section 9(d)(2), the Company does not remedy the condition within 30 days. (3) Notwithstanding the foregoing, but only to the extent required under federal banking law, the amount payable under clause (d)(1)(i) hereof shall be reduced to the extent that on the date of the Employee’s 's termination of employment, the present value of the benefits payable under clauses (d)(1)(i) and (ii) hereof exceeds the limitation on severance benefits that is set forth in applicable regulations or other guidance Regulatory Bulletin 27a of the Office of Thrift Supervision (“"OTS”"), as in effect on the Effective Date. In the event that Section 280G of the Internal Revenue Code of 1986, as amended (the “"Code”") becomes applicable to payments made under this Section 9(d), and the payments exceed the “"Maximum Amount” " as defined in Section 11(a)(1) hereof, the payments shall be reduced as provided by Section 11(a)(2) of this Agreement.

Without Just Cause; Constructive Discharge. (1) The Board may, by written notice to the Employee, immediately terminate Employee’s her employment at any time for a reason other than Just Cause, in which event the Employee Employee, or in the event of her subsequent death, her beneficiary or beneficiaries, or her estate, as the case may be, as severance pay or liquidated damages, or both, shall be entitled to receive Exhibit 99 an amount equal to one and one-half (1½) times (the “Multiplier”) the sum of (i) her Base Salary provided pursuant to Section 2 hereof, and (ii) the highest rate of bonus awarded to the Employee, pursuant to Section 3 hereof, at any time during the prior three years. In addition, the Bank shall cause to be continued life insurance, non-taxable medical and dental coverage, and disability coverage substantially identical to the coverage maintained by the Bank for the Employee prior to her termination, for eighteen (18) months (the “Period”) from the date of termination. The Employee shall also be entitled to a lump sum payment in an amount equal to the present value of the Bank’s contributions that would have been made on the Employee’s behalf under the Bank’s tax-qualified retirement plans (including the 401(k) Plan, the profit sharing plan and the employee stock ownership plan) if she had continued working for the Bank for a eighteen (18) month period following compensation her termination of employment, earning the Base Salary that would have been achieved during the remaining unexpired term of this Agreement and benefits making the maximum amount of employee contributions permitted, if any, under such plans. Upon an event of termination at any time for a reason other than Just Cause, the Employee will vest on the date of termination of employment in any outstanding unvested stock options or shares of restricted stock of the Company that have been awarded to her. Notwithstanding anything to the contrary herein, the Multiplier and the Period of payment of continued life, medical, dental and disability coverage shall be reviewed annually by the Board and the Board, in its sole discretion, may increase (unless but not decrease) the Multiplier and the Period in one-half percent (½%) and in six month increments, respectively, All amounts payable to the Employee in cash shall be paid in one lump sum (adjusted to reflect the present value of such accelerated payment) within thirty (30) days of such termination, or if the Employee is a Specified Employee (within the meaning of Treasury Regulations §1.409A-1(i)) on the first day of the seventh month following the Employee’s termination of employment. Notwithstanding the foregoing, in the event such termination occurs after a Change in Control and within the time period set forth in Section 11(b10(a)(1) hereof, the benefits and compensation provided for in that Section 10 shall apply. (2) The Employee may voluntarily terminate her employment under this Agreement within ninety (90) days following the occurrence of an event which constitutes “Constructive Discharge”, and shall thereupon be entitled to receive the compensation and benefits payable under Section 9(d)(1) hereof (unless such voluntary termination occurs following a Change in Control as set forth under Section 10(b) in which event the benefits and compensation provided for in Section 11 10 shall apply): (i) The annual amount of base compensation under Section 2 ). For purposes of this Agreement at the rate then in effect; (ii) the amount of incentive compensation actually payable to the Employee under the Company’s incentive compensation program in effect during the Employee’s year of termination as if the Employee had not terminated employment during the incentive period prorated based on the number of days Employee was employed during the incentive period; providedSection 9, however, that any stock based compensation that would otherwise be issued in accordance with any incentive compensation program (i.e., options, stock grants, SARs, etc.) a Constructive Discharge shall instead be settled in a cash payment payable as set forth below; and (iii) continued participation under the Company’s benefit plans (other than the incentive compensation program) through the Expiration Date but only to the extent the Employee continues to qualify for participation therein, with the Company maintaining its same level of contributions as immediately prior to the termination; provided, however, that to the extent such benefits include payments for medical expenses that are allowable as a deduction under Code Section 213, the Company will maintain its same level of contributions as immediately prior to the termination but only during the period of time the Employee would be entitled to continuation coverage under the Company’s group health plan pursuant to Code Section 4980B (COBRA coverage). The Company will pay the amount due under subsection (d)(1)(i) to the Employee in a single lump sum cash payment within [45] days of the date of the Employee’s termination. The Company will pay the amount due under subsection (d)(1)(ii) to the Employee at the same time as the Company pays other participants in the applicable incentive compensation program but in no event later than the fifteenth day of the third month of the taxable year following the taxable year containing the last day of the applicable incentive period. (2) The Employee may voluntarily terminate employment under this Agreement, in which case the Employee will receive the compensation and benefits payable under Section 9(d)(1) hereof upon the occurrence of any of the following events which has not been consented to in advance in writing by the Employee in writing Employee: (unless such voluntary termination occurs within the time period set forth in Section 11(b) hereof in which event the benefits and compensation provided for in Section 11 shall apply): (i1) the requirement that the Employee move her personal residence, or perform her principal executive functions functions, more than 50 thirty-five (35) miles from Employee’s her primary office; (ii) a material reduction without reasonable cause in the Employee’s base compensation; (iii) any action the failure to increase the Employee’s Base Salary or inaction that constitutes a material breach by to pay the Company Employee discretionary bonuses pursuant to Sections 2 and 3 of this Agreement; or (iv) the failure by the Bank to continue to provide the Employee with compensation and benefits provided for under this Agreement, as the same may be increased from time to time, or with benefits substantially similar to those provided to her under any of the employee benefit plans in which the Employee now or hereafter becomes a participant, or the taking of any action by the Bank which would directly or indirectly reduce any of such benefits or deprive the Employee of any material fringe benefit enjoyed by her; (v) the requirement that the Employee report directly to a person or Exhibit 99 persons other than the Board; (vi) the assignment to the Employee of duties and responsibilities materially different from those normally associated with her position as referenced at Section 1; (vii) a material diminution or reduction in the Employee’s duties, responsibilities or authority (including reporting responsibilities) in connection with his her employment with the Company. The Company will pay all amounts due under this subsection (d)(2) to the Employee in a single lump sum cash payment within [45] days of the date of the Employee’s termination, provided: (i) Employee terminates his employment within two years of the initial existence of any event under this Section 9(d)(2); (ii) the Employee provides the Company notice of the existence of an event under this Section 9(d)(2); and (iii) after notice from the Employee of the existence of any event under this Section 9(d)(2), the Company does not remedy the condition within 30 daysBank. (3) Notwithstanding the foregoing, but only to the extent required under federal banking law, the amount payable under clause (d)(1)(id)(1) hereof shall be reduced to the extent that on the date of the Employee’s termination of employment, the present value of the benefits payable under clauses (d)(1)(i) and (ii) hereof thereunder exceeds the limitation on severance benefits that is set forth in applicable regulations or other guidance Section 310 of the Regulatory Handbook of the Office of Thrift Supervision (“OTS”)Supervision, as in effect on the Effective Date. In the event that Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) becomes applicable to payments made under this Section 9(d), and the payments exceed the “Maximum Amount” as defined in Section 11(a)(110(a)(2) hereof, the payments shall be reduced as provided by in accordance with Section 11(a)(210(a)(2) of this Agreement. (4) Notwithstanding the foregoing, for purposes of this Section 9(d), termination of employment shall be construed to require a “Separation from Service” as defined in Code Section 409A and the Treasury Regulations promulgated thereunder, provided, however, that the Bank and the Employee reasonably anticipate that the level of bona fide services the Employee would perform after termination would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding 36-month period.

Without Just Cause; Constructive Discharge. (1) The Board may, by written notice to the Employee, immediately terminate Employee’s her employment at any time for a reason other than Just Cause, in which event the Employee Employee, or in the event of her subsequent death, her beneficiary or beneficiaries, or her estate, as the case may be, as severance pay or liquidated damages, or both, shall be entitled to receive Exhibit 99 an amount equal to one and one-half (1½) times (the “Multiplier”) the sum of (i) her Base Salary provided pursuant to Section 2 hereof, and (ii) the highest rate of bonus awarded to the Employee, pursuant to Section 3 hereof, at any time during the prior three years. In addition, the Bank shall cause to be continued life insurance, non-taxable medical and dental coverage, and disability coverage substantially identical to the coverage maintained by the Bank for the Employee prior to her termination, for eighteen (18) months (the “Period”) from the date of termination. The Employee shall also be entitled to a lump sum payment in an amount equal to the present value of the Bank’s contributions that would have been made on the Employee’s behalf under the Bank’s tax-qualified retirement plans (including the 401(k) Plan, the profit sharing plan and the employee stock ownership plan) if she had continued working for the Bank for a eighteen (18) month period following compensation her termination of employment, earning the Base Salary that would have been achieved during the remaining unexpired term of this Agreement and benefits making the maximum amount of employee contributions permitted, if any, under such plans. Upon an event of termination at any time for a reason other than Just Cause, the Employee will vest on the date of termination of employment in any outstanding unvested stock options or shares of restricted stock of the Company that have been awarded to her. Notwithstanding anything to the contrary herein, the Multiplier and the Period of payment of continued life, medical, dental and disability coverage shall be reviewed annually by the Board and the Board, in its sole discretion, may increase (unless but not decrease) the Multiplier and the Period in one-half percent (½%) and in six month increments, respectively, All amounts payable to the Employee in cash shall be paid in one lump sum (adjusted to reflect the present value of such accelerated payment) within thirty (30) days of such termination, or if the Employee is a Specified Employee (within the meaning of Treasury Regulations §1.409A-1(i)) on the first day of the seventh month following the Employee’s termination of employment. Notwithstanding the foregoing, in the event such termination occurs after a Change in Control and within the time period set forth in Section 11(b10(a)(1) hereof, the benefits and compensation provided for in that Section 10 shall apply. (2) The Employee may voluntarily terminate her employment under this Agreement within ninety (90) days following the occurrence of an event which constitutes“Constructive Discharge”, and shall thereupon be entitled to receive the compensation and benefits payable under Section 9(d)(1) hereof (unless such voluntary termination occurs following a Change in Control as set forth under Section 10(b) in which event the benefits and compensation provided for in Section 11 10 shall apply): (i) The annual amount of base compensation under Section 2 ). For purposes of this Agreement at the rate then in effect; (ii) the amount of incentive compensation actually payable to the Employee under the Company’s incentive compensation program in effect during the Employee’s year of termination as if the Employee had not terminated employment during the incentive period prorated based on the number of days Employee was employed during the incentive period; providedSection 9, however, that any stock based compensation that would otherwise be issued in accordance with any incentive compensation program (i.e., options, stock grants, SARs, etc.) a Constructive Discharge shall instead be settled in a cash payment payable as set forth below; and (iii) continued participation under the Company’s benefit plans (other than the incentive compensation program) through the Expiration Date but only to the extent the Employee continues to qualify for participation therein, with the Company maintaining its same level of contributions as immediately prior to the termination; provided, however, that to the extent such benefits include payments for medical expenses that are allowable as a deduction under Code Section 213, the Company will maintain its same level of contributions as immediately prior to the termination but only during the period of time the Employee would be entitled to continuation coverage under the Company’s group health plan pursuant to Code Section 4980B (COBRA coverage). The Company will pay the amount due under subsection (d)(1)(i) to the Employee in a single lump sum cash payment within [45] days of the date of the Employee’s termination. The Company will pay the amount due under subsection (d)(1)(ii) to the Employee at the same time as the Company pays other participants in the applicable incentive compensation program but in no event later than the fifteenth day of the third month of the taxable year following the taxable year containing the last day of the applicable incentive period. (2) The Employee may voluntarily terminate employment under this Agreement, in which case the Employee will receive the compensation and benefits payable under Section 9(d)(1) hereof upon the occurrence of any of the following events which has not been consented to in advance in writing by the Employee in writing Employee: (unless such voluntary termination occurs within the time period set forth in Section 11(b) hereof in which event the benefits and compensation provided for in Section 11 shall apply): (i1) the requirement that the Employee move her personal residence, or perform her principal executive functions functions, more than 50 thirty-five (35) miles from Employee’s her primary office; (ii) a material reduction without reasonable cause in the Employee’s base compensation; (iii) any action the failure to increase the Employee’s Base Salary or inaction that constitutes a material breach by to pay the Company Employee discretionary bonuses pursuant to Sections 2 and 3 of this Agreement; or (iv) the failure by the Bank to continue to provide the Employee with compensation and benefits provided for under this Agreement, as the same may be increased from time to time, or with benefits substantially similar to those provided to her under any of the employee benefit plans in which the Employee now or hereafter becomes a participant, or the taking of any action by the Bank which would directly or indirectly reduce any of such benefits or deprive the Employee of any material fringe benefit enjoyed by her; (v) the requirement that the Employee report directly to a person or Exhibit 99 persons other than the Board; (vi) the assignment to the Employee of duties and responsibilities materially different from those normally associated with her position as referenced at Section 1; (vii) a material diminution or reduction in the Employee’s duties, responsibilities or authority (including reporting responsibilities) in connection with his her employment with the Company. The Company will pay all amounts due under this subsection (d)(2) to the Employee in a single lump sum cash payment within [45] days of the date of the Employee’s termination, provided: (i) Employee terminates his employment within two years of the initial existence of any event under this Section 9(d)(2); (ii) the Employee provides the Company notice of the existence of an event under this Section 9(d)(2); and (iii) after notice from the Employee of the existence of any event under this Section 9(d)(2), the Company does not remedy the condition within 30 daysBank. (3) Notwithstanding the foregoing, but only to the extent required under federal banking law, the amount payable under clause (d)(1)(id)(1) hereof shall be reduced to the extent that on the date of the Employee’s termination of employment, the present value of the benefits payable under clauses (d)(1)(i) and (ii) hereof thereunder exceeds the limitation on severance benefits that is set forth in applicable regulations or other guidance Section 310 of the Regulatory Handbook of the Office of Thrift Supervision (“OTS”)Supervision, as in effect on the Effective Date. In the event that Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) becomes applicable to payments made under this Section 9(d), and the payments exceed the “Maximum Amount” as defined in Section 11(a)(110(a)(2) hereof, the payments shall be reduced as provided by in accordance with Section 11(a)(210(a)(2) of this Agreement. (4) Notwithstanding the foregoing, for purposes of this Section 9(d), termination of employment shall be construed to require a “Separation from Service” as defined in Code Section 409A and the Treasury Regulations promulgated thereunder, provided, however, that the Bank and the Employee reasonably anticipate that the level of bona fide services the Employee would perform after termination would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding 36-month period.

Without Just Cause; Constructive Discharge. (1) The Board may, ------------------------------------------ by written notice to the Employee, immediately terminate Employee’s his employment at any time for a reason other than Just Cause, in which event the Employee shall be entitled to receive the following compensation and benefits (unless such termination occurs within the time period set forth in Section 11(b) hereof in which event the benefits and compensation provided for in Section 11 shall apply): (i) The annual amount of base compensation under the salary provided pursuant to Section 2 hereof, up to the date of termination of the term as provided in Section 5 hereof (including any renewal term) of this Agreement at (the rate then in effect; "Expiration Date"), plus said salary for an additional 12-month period, and (ii) at the Employee's election either (A) cash in an amount of incentive compensation actually payable equal to the cost to the Employee under of obtaining all health, life, disability and other benefits which the Company’s incentive compensation program Employee would have been eligible to participate in effect during through the Employee’s year Expiration Date based upon the benefit levels substantially equal to those that the Bank provided for the Employee at the date of termination as if the Employee had not terminated of employment during the incentive period prorated based on the number of days Employee was employed during the incentive period; provided, however, that any stock based compensation that would otherwise be issued in accordance with any incentive compensation program or (i.e., options, stock grants, SARs, etc.) shall instead be settled in a cash payment payable as set forth below; and (iiiB) continued participation under the Company’s such Bank benefit plans (other than the incentive compensation program) through the Expiration Date Date, but only to the extent the Employee continues to qualify for participation therein, with the Company maintaining its same level of contributions as immediately prior to the termination; provided, however, that to the extent such benefits include payments for medical expenses that are allowable as a deduction under Code Section 213, the Company will maintain its same level of contributions as immediately prior to the termination but only during the period of time the Employee would be entitled to continuation coverage under the Company’s group health plan pursuant to Code Section 4980B (COBRA coverage). The Company will pay the amount due under subsection (d)(1)(i) All amounts payable to the Employee in a single lump sum cash payment within [45] days of shall be paid, at the date option of the Employee’s , either (I) in periodic payments through the Expiration Date, or (II) in one lump sum within ten (10) days of such termination. The Company will pay the amount due under subsection (d)(1)(ii) to the Employee at the same time as the Company pays other participants in the applicable incentive compensation program but in no event later than the fifteenth day of the third month of the taxable year following the taxable year containing the last day of the applicable incentive period. (2) The Employee may voluntarily terminate his employment under this Agreement, in which case and the Employee will shall thereupon be entitled to receive the compensation and benefits payable under Section 9(d)(1) hereof upon hereof, within ninety (90) days following the occurrence of any of the following events events, which has not been consented to in advance by the Employee in writing (unless such voluntary termination occurs within the time period set forth in Section 11(b) hereof in which event the benefits and compensation provided for in Section 11 shall apply): (i) the requirement that the Employee move his personal residence, or perform his principal executive functions functions, more than 50 thirty (30) miles from Employee’s his primary office; (ii) a material reduction without reasonable cause in the Employee’s 's base compensation; (iii) the failure by the Bank to continue to provide the Employee with compensation and benefits provided for under this Agreement, as the same may be increased from time to time, or with benefits substantially similar to those provided to him under any of the employee benefit plans in which the Employee now or hereafter becomes a participant, or the taking of any action or inaction that constitutes a material breach by the Company Bank which would directly or indirectly reduce any of such benefits or deprive the Employee of any material fringe benefit enjoyed by him; (iv) the assignment to the Employee of duties and responsibilities materially different from those normally associated with his position as referenced at Section 1; (v) a failure to elect or reelect the Employee to the Board of Directors of the Bank, if the Employee is serving on the Board on the Effective Date of this Agreement; or (ivvi) a material diminution or reduction in the Employee’s duties, 's responsibilities or authority (including reporting responsibilities) in connection with his employment with the Company. The Company will pay all amounts due under this subsection Bank; or (d)(2vii) to a material reduction in the Employee in a single lump sum cash payment within [45] days of the date secretarial or other administrative support of the Employee’s termination, provided: (i) Employee terminates his employment within two years of the initial existence of any event under this Section 9(d)(2); (ii) the Employee provides the Company notice of the existence of an event under this Section 9(d)(2); and (iii) after notice from the Employee of the existence of any event under this Section 9(d)(2), the Company does not remedy the condition within 30 days. (3) Notwithstanding the foregoing, but only to the extent required under federal banking law, the amount payable under clause (d)(1)(i) hereof shall be reduced to the extent that on the date of the Employee’s 's termination of employment, the present value of the benefits payable under clauses (d)(1)(i) and (ii) hereof exceeds the limitation on severance benefits that is set forth in applicable regulations or other guidance Regulatory Bulletin 27a of the Office of Thrift Supervision (“OTS”)Supervision, as in effect on the Effective Date. In the event that Section 280G of the Internal Revenue Code of 1986, as amended (the “"Code”") becomes applicable to payments made under this Section 9(d), and the payments exceed the “"Maximum Amount” " as defined in Section 11(a)(1) hereof, the payments shall be reduced as provided by Section 11(a)(2) of this Agreement.

Without Just Cause; Constructive Discharge. (1) The Board may, by written notice to the Employee, immediately terminate Employee’s his employment at any time for a reason other than Just Cause, in which event the Employee shall be entitled to receive the following compensation and benefits (unless such termination occurs within the time period set forth following a Change in Section 11(b) hereof Control (as hereinafter defined), in which event the benefits and compensation provided for in Section 11 shall apply): (i) The annual amount of base compensation under the salary provided pursuant to Section 2 hereof, up to the date of termination of the term as provided in Section 5 hereof (including any renewal term) of this Agreement at (the rate then in effect; “Expiration Date”), and (ii) at the Employee’s election, either (A) cash in an amount of incentive compensation actually payable equal to the cost to the Employee under of obtaining all health, life, disability and other benefits (excluding stock options) which the Company’s incentive compensation program Employee would have been eligible to participate in effect during through the Employee’s year Expiration Date, based upon the benefit levels substantially equal to those that the Bank provided for the Employee at the date of termination as if the Employee had not terminated employment during the incentive period prorated based on the number of days Employee was employed during the incentive period; providedemployment, however, that any stock based compensation that would otherwise be issued in accordance with any incentive compensation program or (i.e., options, stock grants, SARs, etc.) shall instead be settled in a cash payment payable as set forth below; and (iiiB) continued participation under the Company’s such Bank benefit plans (other than the incentive compensation program) through the Expiration Date Date, but only to the extent the Employee continues to qualify for participation therein, with the Company maintaining its same level of contributions as immediately prior to the termination; provided, however, that to the extent such benefits include payments for medical expenses that are allowable as a deduction under Code Section 213, the Company will maintain its same level of contributions as immediately prior to the termination but only during the period of time the Employee would be entitled to continuation coverage under the Company’s group health plan pursuant to Code Section 4980B (COBRA coverage). The Company will pay the amount due under subsection (d)(1)(i) to the Employee in a single lump sum cash payment within [45] days of the date of the Employee’s termination. The Company will pay the amount due under subsection (d)(1)(ii) to the Employee at the same time as the Company pays other participants in the applicable incentive compensation program but in no event later than the fifteenth day of the third month of the taxable year following the taxable year containing the last day of the applicable incentive period. (2) The Employee may voluntarily terminate his employment under this Agreement, in which case and the Employee will shall thereupon be entitled to receive the compensation and benefits payable under Section 9(d)(1) hereof upon hereof, within ninety (90) days following the occurrence of any of the following events events, which has not been consented to in advance by the Employee in writing and which has been corrected by the Bank within 30 days after notice from the Employee (unless such voluntary termination occurs within the time period set forth following a Change in Section 11(b) hereof Control, in which event the benefits and compensation provided for in Section 11 shall apply): (i) the requirement that the Employee move his personal residence, or perform his principal executive functions functions, more than 50 thirty (30) miles from Employee’s his primary office; (ii) a material reduction without reasonable cause in the Employee’s base compensation, unless part of an institution-wide reduction; (iii) the failure by the Bank to continue to provide the Employee with compensation and benefits provided for under this Agreement, as the same may be increased from time to time, or with benefits substantially similar to those provided to him under any of the employee benefit plans in which the Employee now or hereafter becomes a participant, or the taking of any action or inaction that constitutes a material breach by the Company Bank which would directly or indirectly reduce any of this Agreementsuch benefits or deprive the Employee of any material fringe benefit enjoyed by him, unless part of an institution-wide reduction; (iv) the assignment to the Employee of duties and responsibilities materially different from those normally associated with his position as referenced in Section 1; or (ivv) a material diminution or reduction in the Employee’s duties, responsibilities or authority (including reporting responsibilities) in connection with his employment with the Company. The Company will pay all amounts due under this subsection (d)(2) to the Employee in a single lump sum cash payment within [45] days of the date of the Employee’s termination, provided: (i) Employee terminates his employment within two years of the initial existence of any event under this Section 9(d)(2); (ii) the Employee provides the Company notice of the existence of an event under this Section 9(d)(2); and (iii) after notice from the Employee of the existence of any event under this Section 9(d)(2), the Company does not remedy the condition within 30 daysBank. (3) Notwithstanding the foregoing, but only to the extent required under federal banking law, the amount payable under clause (d)(1)(i) hereof shall be reduced to the extent that on the date of the Employee’s termination of employment, the present value of the benefits payable under clauses (d)(1)(i) and (ii) hereof exceeds the limitation on severance benefits that is set forth in applicable regulations or other guidance Regulatory Bulletin 27a of the Office of Thrift Supervision (“OTS”)Supervision, as in effect on the Effective Date. In the event that Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) ), becomes applicable to payments made under this Section 9(d), and the payments exceed the “Maximum Amount” as defined in Section 11(a)(1) hereof, the payments shall be reduced as provided by Section 11(a)(2) of this Agreement.

Without Just Cause; Constructive Discharge. (1) The Board may, by written notice to the Employee, immediately terminate Employee’s her employment at any time for a reason other than Just Cause, in which event the Employee Employee, or in the event of her subsequent death, her beneficiary or beneficiaries, or her estate, as the case may be, as severance pay or liquidated damages, or both, shall be entitled to receive an amount equal to one and one-half (1½) times (the “Multiplier”) the sum of (i) her Base Salary provided pursuant to Section 2 hereof, and (ii) the highest rate of bonus awarded to the Employee, pursuant to Section 3 hereof, at any time during the prior three years. In addition, the Bank shall cause to be continued life insurance, non-taxable medical and dental coverage, and disability coverage substantially identical to the coverage maintained by the Bank for the Employee prior to her termination, for eighteen (18) months (the “Period”) from the date of termination. The Employee shall also be entitled to a lump sum payment in an amount equal to the present value of the Bank’s contributions that would have been made on the Employee’s behalf under the Bank’s tax-qualified retirement plans (including the 401(k) Plan, the profit sharing plan and the employee stock ownership plan) if she had continued working for the Bank for a eighteen (18) month period following compensation her termination of employment, earning the Base Salary that would have been achieved during the remaining unexpired term of this Agreement and benefits making the maximum amount of employee contributions permitted, if any, under such plans. Upon an event of termination at any time for a reason other than Just Cause, the Employee will vest on the date of termination of employment in any outstanding unvested stock options or shares of restricted stock of the Company that have been awarded to her. Notwithstanding anything to the contrary herein, the Multiplier and the Period of payment of continued life, medical, dental and disability coverage shall be reviewed annually by the Board and the Board, in its sole discretion, may increase (unless but not decrease) the Multiplier and the Period in one-half percent (½%) and in six month increments, respectively, All amounts payable to the Employee in cash shall be paid in one lump sum (adjusted to reflect the present value of such accelerated payment) within thirty (30) days of such termination, or if the Employee is a Specified Employee (within the meaning of Treasury Regulations §1.409A-1(i)) on the first day of the seventh month following the Employee’s termination of employment. Notwithstanding the foregoing, in the event such termination occurs after a Change in Control and within the time period set forth in Section 11(b10(a)(1) hereof, the benefits and compensation provided for in that Section 10 shall apply. (2) The Employee may voluntarily terminate her employment under this Agreement within ninety (90) days following the occurrence of an event which constitutes “Constructive Discharge”, and shall thereupon be entitled to receive the compensation and benefits payable under Section 9(d)(1) hereof (unless such voluntary termination occurs following a Change in Control as set forth under Section 10(b) in which event the benefits and compensation provided for in Section 11 10 shall apply): (i) The annual amount of base compensation under Section 2 ). For purposes of this Agreement at the rate then in effect; (ii) the amount of incentive compensation actually payable to the Employee under the Company’s incentive compensation program in effect during the Employee’s year of termination as if the Employee had not terminated employment during the incentive period prorated based on the number of days Employee was employed during the incentive period; providedSection 9, however, that any stock based compensation that would otherwise be issued in accordance with any incentive compensation program (i.e., options, stock grants, SARs, etc.) a Constructive Discharge shall instead be settled in a cash payment payable as set forth below; and (iii) continued participation under the Company’s benefit plans (other than the incentive compensation program) through the Expiration Date but only to the extent the Employee continues to qualify for participation therein, with the Company maintaining its same level of contributions as immediately prior to the termination; provided, however, that to the extent such benefits include payments for medical expenses that are allowable as a deduction under Code Section 213, the Company will maintain its same level of contributions as immediately prior to the termination but only during the period of time the Employee would be entitled to continuation coverage under the Company’s group health plan pursuant to Code Section 4980B (COBRA coverage). The Company will pay the amount due under subsection (d)(1)(i) to the Employee in a single lump sum cash payment within [45] days of the date of the Employee’s termination. The Company will pay the amount due under subsection (d)(1)(ii) to the Employee at the same time as the Company pays other participants in the applicable incentive compensation program but in no event later than the fifteenth day of the third month of the taxable year following the taxable year containing the last day of the applicable incentive period. (2) The Employee may voluntarily terminate employment under this Agreement, in which case the Employee will receive the compensation and benefits payable under Section 9(d)(1) hereof upon the occurrence of any of the following events which has not been consented to in advance in writing by the Employee in writing Employee: (unless such voluntary termination occurs within the time period set forth in Section 11(b) hereof in which event the benefits and compensation provided for in Section 11 shall apply): (i1) the requirement that the Employee move her personal residence, or perform her principal executive functions functions, more than 50 thirty-five (35) miles from Employee’s her primary office; (ii) a material reduction without reasonable cause in the Employee’s base compensation; (iii) any action the failure to increase the Employee’s Base Salary or inaction that constitutes a material breach by to pay the Company Employee discretionary bonuses pursuant to Sections 2 and 3 of this Agreement; or (iv) the failure by the Bank to continue to provide the Employee with compensation and benefits provided for under this Agreement, as the same may be increased from time to time, or with benefits substantially similar to those provided to her under any of the employee benefit plans in which the Employee now or hereafter becomes a participant, or the taking of any action by the Bank which would directly or indirectly reduce any of such benefits or deprive the Employee of any material fringe benefit enjoyed by her; (v) the requirement that the Employee report directly to a person or persons other than the Board; (vi) the assignment to the Employee of duties and responsibilities materially different from those normally associated with her position as referenced at Section 1; (vii) a material diminution or reduction in the Employee’s duties, responsibilities or authority (including reporting responsibilities) in connection with his her employment with the Company. The Company will pay all amounts due under this subsection (d)(2) to the Employee in a single lump sum cash payment within [45] days of the date of the Employee’s termination, provided: (i) Employee terminates his employment within two years of the initial existence of any event under this Section 9(d)(2); (ii) the Employee provides the Company notice of the existence of an event under this Section 9(d)(2); and (iii) after notice from the Employee of the existence of any event under this Section 9(d)(2), the Company does not remedy the condition within 30 daysBank. (3) Notwithstanding the foregoing, but only to the extent required under federal banking law, the amount payable under clause (d)(1)(id)(1) hereof shall be reduced to the extent that on the date of the Employee’s termination of employment, the present value of the benefits payable under clauses (d)(1)(i) and (ii) hereof thereunder exceeds the limitation on severance benefits that is set forth in applicable regulations or other guidance Section 310 of the Regulatory Handbook of the Office of Thrift Supervision (“OTS”)Supervision, as in effect on the Effective Date. In the event that Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) becomes applicable to payments made under this Section 9(d), and the payments exceed the “Maximum Amount” as defined in Section 11(a)(110(a)(2) hereof, the payments shall be reduced as provided by in accordance with Section 11(a)(210(a)(2) of this Agreement. (4) Notwithstanding the foregoing, for purposes of this Section 9(d), termination of employment shall be construed to require a “Separation from Service” as defined in Code Section 409A and the Treasury Regulations promulgated thereunder, provided, however, that the Bank and the Employee reasonably anticipate that the level of bona fide services the Employee would perform after termination would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding 36-month period.

Without Just Cause; Constructive Discharge. (1) The Board Boards of Directors of the Bank or the Company may, by written notice to the EmployeeExecutive, immediately terminate Employeethe Executive’s employment at any time time. Termination of employment of the Executive by one entity, whether by the Bank or the Company, shall also constitute simultaneous termination of employment by the other entity. (1) Except for a reason other than termination of employment by the Boards of Directors of the Bank and the Company during the Protected Period or upon termination for Just Cause, in which the event of the Employee involuntary termination of employment of the Executive by the Boards of Directors of the Bank or the Company, the Executive shall be entitled to receive the following compensation and benefits: (i) a lump sum payment equal to the Base Salary then in effect, but in no event less than the amount set forth at Section 3 herein, that would have been paid to the Executive up to the date of expiration of the remaining term of this Agreement, but in no event for a period of less than eighteen (18) months or for a period greater than two years (the “Severance Period”), and (ii) reimbursement to the Executive for the expense of maintaining in effect the medical and dental insurance coverages available to the Executive and his dependents in accordance with Section 4980B of the Code (commonly referred to as “COBRA”) during such Severance Period, but in no event for a period exceeding eighteen months. All amounts payable to the Executive in accordance with Section 10(d)(1) shall be paid in one lump sum within ten (10) days of such termination of employment. Notwithstanding anything herein to the contrary, in the event of the involuntary termination of employment of the Executive during the Protected Period, severance benefits will be determined in accordance with Section 12 hereinafter. Notwithstanding the foregoing, in the event that the Bank or the Company shall terminate the employment of the Executive upon a determination by its Board of Directors that such termination of employment is as a result of Just Cause, then no such payments will be due and payable to the Executive in accordance with this Section 10(d)(1) or Section 12. (2) The Executive shall be entitled to receive the compensation and benefits payable under subsection 10(d)(1) hereof (i) in the event that the Executive voluntarily terminates employment within 90 days of an event that constitutes Good Reason which remains uncured during the Cure Period by the Bank and/or the Company following such written notice furnished by the Executive (unless such voluntary termination occurs within during the time period set forth in Section 11(b) hereof Protected Period, in which event the benefits and compensation provided for in Section 11 12 shall apply): (i) The annual amount of base compensation under Section 2 of this Agreement at the rate then in effect; (ii) the amount of incentive compensation actually payable to the Employee under the Company’s incentive compensation program in effect during the Employee’s year of termination as if the Employee had not terminated employment during the incentive period prorated based on the number of days Employee was employed during the incentive period; provided, however, that any stock based compensation that would otherwise be issued in accordance with any incentive compensation program (i.e., options, stock grants, SARs, etc).) shall instead be settled in a cash payment payable as set forth below; and (iii) continued participation under the Company’s benefit plans (other than the incentive compensation program) through the Expiration Date but only to the extent the Employee continues to qualify for participation therein, with the Company maintaining its same level of contributions as immediately prior to the termination; provided, however, that to the extent such benefits include payments for medical expenses that are allowable as a deduction under Code Section 213, the Company will maintain its same level of contributions as immediately prior to the termination but only during the period of time the Employee would be entitled to continuation coverage under the Company’s group health plan pursuant to Code Section 4980B (COBRA coverage). The Company will pay the amount due under subsection (d)(1)(i) to the Employee in a single lump sum cash payment within [45] days of the date of the Employee’s termination. The Company will pay the amount due under subsection (d)(1)(ii) to the Employee at the same time as the Company pays other participants in the applicable incentive compensation program but in no event later than the fifteenth day of the third month of the taxable year following the taxable year containing the last day of the applicable incentive period. (2) The Employee may voluntarily terminate employment under this Agreement, in which case the Employee will receive the compensation and benefits payable under Section 9(d)(1) hereof upon the occurrence of any of the following events which has not been consented to in advance by the Employee in writing (unless such voluntary termination occurs within the time period set forth in Section 11(b) hereof in which event the benefits and compensation provided for in Section 11 shall apply): (i) the requirement that the Employee perform principal executive functions more than 50 miles from Employee’s primary office; (ii) a material reduction without reasonable cause in the Employee’s base compensation; (iii) any action or inaction that constitutes a material breach by the Company of this Agreement; or (iv) a material reduction in the Employee’s duties, responsibilities or authority (including reporting responsibilities) in connection with his employment with the Company. The Company will pay all amounts due under this subsection (d)(2) to the Employee in a single lump sum cash payment within [45] days of the date of the Employee’s termination, provided: (i) Employee terminates his employment within two years of the initial existence of any event under this Section 9(d)(2); (ii) the Employee provides the Company notice of the existence of an event under this Section 9(d)(2); and (iii) after notice from the Employee of the existence of any event under this Section 9(d)(2), the Company does not remedy the condition within 30 days. (3) Notwithstanding the foregoing, but only to the extent required under federal banking law, the amount payable under clause (d)(1)(i) hereof shall be reduced to the extent that on the date of the Employee’s termination of employment, the present value of the benefits payable under clauses (d)(1)(i) and (ii) hereof exceeds the limitation on severance benefits that is set forth in applicable regulations or other guidance of the Office of Thrift Supervision (“OTS”), as in effect on the Effective Date. In the event that Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) becomes applicable to payments made under this Section 9(d), and the payments exceed the “Maximum Amount” as defined in Section 11(a)(1) hereof, the payments shall be reduced as provided by Section 11(a)(2) of this Agreement.

Without Just Cause; Constructive Discharge. (1) The Board of Directors may, by written notice to the Employee, immediately terminate Employee’s his employment at any time for a reason other than Just Cause, in which event the Employee shall be entitled to receive the following compensation and benefits (unless such termination occurs within the time period set forth in Section 11(b) hereof hereof, in which event the benefits and compensation provided for in Section 11 shall apply): (i) The annual amount of base compensation under the salary provided pursuant to Section 2 hereof, up to the date of expiration of the term as provided in Section 5 hereof (including any renewal term) of this Agreement at (the rate then in effect; “Expiration Date”), plus said salary for an additional 12-month period, and (ii) cash in an amount equal to the amount cost to the Employee of incentive compensation actually obtaining all health, life, disability and other benefits which the Employee would have been eligible to participate in through the Expiration Date based upon the benefit levels substantially equal to those that the Bank provided for the Employee at the date of termination of employment. All amounts payable to the Employee under the Company’s incentive compensation program shall be paid in effect during the Employee’s year of termination as if the Employee had not terminated employment during the incentive period prorated based on the number of days Employee was employed during the incentive period; provided, however, that any stock based compensation that would otherwise be issued in accordance with any incentive compensation program (i.e., options, stock grants, SARs, etc.) shall instead be settled in a cash payment payable as set forth below; and (iii) continued participation under the Company’s benefit plans (other than the incentive compensation program) through the Expiration Date but only to the extent the Employee continues to qualify for participation therein, with the Company maintaining its same level of contributions as immediately prior to the termination; provided, however, that to the extent such benefits include payments for medical expenses that are allowable as a deduction under Code Section 213, the Company will maintain its same level of contributions as immediately prior to the termination but only during the period of time the Employee would be entitled to continuation coverage under the Company’s group health plan pursuant to Code Section 4980B (COBRA coverage). The Company will pay the amount due under subsection (d)(1)(i) to the Employee in a single one lump sum cash payment within [45] ten (10) days of the date of the Employee’s such termination. The Company will pay the amount due under subsection (d)(1)(ii) to the Employee at the same time as the Company pays other participants in the applicable incentive compensation program but in no event later than the fifteenth day of the third month of the taxable year following the taxable year containing the last day of the applicable incentive period. (2) The Employee may voluntarily terminate his employment under this Agreement, in which case and the Employee will shall thereupon be entitled to receive the compensation and benefits payable under Section 9(d)(1) hereof upon the occurrence hereof, as a result of any of the following events events, which has not been consented to in advance by the Employee in writing (unless such voluntary termination occurs within the time period set forth in Section 11(b) hereof hereof, in which event the benefits and compensation provided for in Section 11 shall apply): (i) the requirement that the Employee move his personal residence, or perform his principal executive functions functions, more than 50 fifteen (15) miles from Employee’s his primary office; (ii) a material reduction without reasonable cause in the Employee’s base compensation; (iii) the failure by the Bank to continue to provide the Employee with compensation and benefits provided for under this Agreement, as the same may be increased from time to time, or with benefits substantially similar to those provided to him under any of the employee benefit plans in which the Employee now or hereafter becomes a participant, or the taking of any action or inaction that constitutes a material breach by the Company Bank which would directly or indirectly reduce any of this Agreementsuch benefits or deprive the Employee of any material fringe benefit enjoyed by him; (iv) the assignment to the Employee of duties and responsibilities materially different from those normally associated with his position as referenced at Section 1; (v) a failure to elect or reelect the Employee to the Board of Directors of the Bank, if the Employee is serving on the Board of Directors; or (ivvi) a material diminution or reduction in the Employee’s duties, responsibilities or authority (including reporting responsibilities) in connection with his employment with the CompanyBank. The Company will pay all amounts due Upon the occurrence of any event described in paragraph (2)(i) through (vi), above, the Employee shall have the right to elect to terminate his employment under this subsection Agreement by resignation upon sixty (d)(260) days prior written notice given within a reasonable period of time not to exceed ninety (90) days after the initial event giving rise to said right to elect; provided, however that the Bank shall have at least thirty (30) days to cure such condition and provided that Employee in a single lump sum cash payment within [45] days of the date of the Employee’s termination, provided: (i) Employee actually terminates his employment within two years after the initial occurrence of such event. Notwithstanding the preceding sentence, in the event of a continuing breach of this Agreement by the Bank, the Employee, after giving due notice within the prescribed time frame of an initial event specified above, shall not waive any of his rights solely under this Agreement by virtue of the initial existence of any event under this Section 9(d)(2); (ii) fact that the Employee provides has submitted his resignation but has remained in the Company notice employment of the existence Bank and is engaged in good faith discussions to resolve any occurrence of an event under this Section 9(d)(2); and described in paragraph (iii2)(i) after notice from the Employee of the existence of any event under this Section 9(d)(2), the Company does not remedy the condition within 30 daysthrough (vi) above. (3) Notwithstanding the foregoing, but only to the extent required under federal banking law, the amount payable under clause (d)(1)(i) hereof shall be reduced to the extent that on the date of the Employee’s termination of employment, the present value of the benefits payable under clauses (d)(1)(i) and (ii) hereof exceeds the limitation on severance benefits that is set forth in applicable regulations or other guidance of the Office of Thrift Supervision (“OTS”), as in effect on the Effective Date. In the event that Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) becomes applicable to payments made under this Section 9(d), and the payments exceed the “Maximum Amount” as defined in Section 11(a)(1) hereof, the payments shall be reduced as provided by Section 11(a)(2) of this Agreement.

Without Just Cause; Constructive Discharge. (1) The Board may, by written notice to the Employee, immediately terminate Employee’s his employment at any time for a reason other than Just Cause, in which event the Employee shall be entitled to receive the following compensation and benefits (unless such termination occurs within the time period set forth that begins on the date six months before a "Change in Control" (as defined in Section 11(b11 hereof) hereof and ends on the later of the second annual anniversary of the Change in Control or the expiration date of this Agreement (the "Protected Period"), in which event the benefits and compensation provided for in Section 11 shall apply): (i) The annual amount of base compensation under the salary provided pursuant to Section 2 hereof, up to the date of termination of the term as provided in Section 5 hereof (including any renewal term) of this Agreement at (the rate then in effect; "Expiration Date"), plus said salary for an additional 12-month period, and (ii) at the Employee's election either (A) cash in an amount of incentive compensation actually payable equal to the cost to the Employee under of obtaining all health, life, disability and other benefits which the Company’s incentive compensation program Employee would have been eligible to participate in effect during through the Employee’s year Expiration Date based upon the benefit levels substantially equal to those that the Association provided for the Employee at the date of termination as if the Employee had not terminated of employment during the incentive period prorated based on the number of days Employee was employed during the incentive period; provided, however, that any stock based compensation that would otherwise be issued in accordance with any incentive compensation program or (i.e., options, stock grants, SARs, etc.) shall instead be settled in a cash payment payable as set forth below; and (iiiB) continued participation under the Company’s such Association benefit plans (other than the incentive compensation program) through the Expiration Date Date, but only to the extent the Employee continues to qualify for participation therein, with the Company maintaining its same level of contributions as immediately prior to the termination; provided, however, that to the extent such benefits include payments for medical expenses that are allowable as a deduction under Code Section 213, the Company will maintain its same level of contributions as immediately prior to the termination but only during the period of time the Employee would be entitled to continuation coverage under the Company’s group health plan pursuant to Code Section 4980B (COBRA coverage). The Company will pay the amount due under subsection (d)(1)(i) All amounts payable to the Employee in a single lump sum cash payment within [45] days of shall be paid, at the date option of the Employee’s , either (I) in periodic payments through the Expiration Date, or (II) in one lump sum within ten (10) days of such termination. The Company will pay the amount due under subsection (d)(1)(ii) to the Employee at the same time as the Company pays other participants in the applicable incentive compensation program but in no event later than the fifteenth day of the third month of the taxable year following the taxable year containing the last day of the applicable incentive period. (2) The Employee may voluntarily terminate his employment under this Agreement, in which case and the Employee will shall thereupon be entitled to receive the compensation and benefits payable under Section 9(d)(1) hereof upon hereof, within ninety (90) days following the occurrence of any of the following events events, which has not been consented to in advance by the Employee in writing (unless such voluntary termination occurs within during the time period set forth in Section 11(b) hereof Protected Period, in which event the benefits and compensation provided for in Section 11 shall apply): (i) a material reduction in the requirement that the Employee perform principal executive functions more than 50 miles from Employee’s primary office's base compensation; (ii) the failure by the Association to continue to provide the Employee with compensation and benefits provided for under this Agreement, as the same may be increased from time to time, or with benefits substantially similar to those provided to him under any of the employee benefit plans in which the Employee now or hereafter becomes a participant, or the taking of any action by the Association which would directly or indirectly reduce any of such benefits or deprive the Employee of any material reduction without reasonable cause in the Employee’s base compensationfringe benefit enjoyed by him; (iii) any action or inaction that constitutes a material breach by the Company assignment to the Employee of this Agreementduties and responsibilities materially different from those normally associated with his position as referenced at Section 1; or (iv) a material diminution or reduction in the Employee’s duties, 's responsibilities or authority (including reporting responsibilities) in connection with his employment with the CompanyAssociation. The Company will pay all amounts due under this subsection (d)(2) to the Employee Said sum shall be paid in a single lump sum cash payment within [45] days lieu of the date of the Employee’s termination, provided: (i) Employee terminates his employment within two years of the initial existence payment of any event benefits under this Section 9(d)(2); (ii) the Employee provides the Company notice of the existence of an event under this Section 9(d)(2); and (iii) after notice from the Employee of the existence of any event under this Section 9(d)(2), the Company does not remedy the condition within 30 days9 hereof. (3) Notwithstanding the foregoing, but only to the extent required under federal banking law, the amount payable under clause (d)(1)(i) hereof shall be reduced to the extent that on the date of the Employee’s 's termination of employment, the present value of the benefits payable under clauses (d)(1)(i) and (ii) hereof exceeds the limitation on severance benefits that is set forth in applicable regulations or other guidance Regulatory Bulletin 27a of the Office of Thrift Supervision (“OTS”)Supervision, as in effect on the Effective Date. In the event that Section 280G of the Internal Revenue Code of 1986, as amended (the “"Code”") becomes applicable to payments made under this Section 9(d), and the payments exceed the “"Maximum Amount” " as defined in Section 11(a)(1) hereof, the payments shall be reduced as provided by Section 11(a)(2) of this Agreement.

Without Just Cause; Constructive Discharge. (1i) The Board may, by written notice to the Employee, immediately terminate Employee’s his employment at any time for a reason other than Just Cause, in which event the Employee shall be entitled to receive the following compensation and benefits (unless such termination occurs within the time period set forth in Section 11(b) hereof hereof, in which event the benefits and compensation provided for in Section 11 shall apply): (i) The annual amount of base compensation under the salary provided pursuant to Section 2 hereof, up to the date of termination of the term as provided in Section 5 hereof (including any renewal term) of this Agreement at (the rate then in effect; "Expiration Date"), and (ii) at the Employee's election, either (A) cash in an amount of incentive compensation actually payable equal to the cost to the Employee under of obtaining all health, life, disability and other benefits (excluding stock options) which the Company’s incentive compensation program Employee would have been eligible to participate in effect during through the Employee’s year Expiration Date, based upon the benefit levels substantially equal to those that the Bank provided for the Employee at the date of termination as if the Employee had not terminated employment during the incentive period prorated based on the number of days Employee was employed during the incentive period; providedemployment, however, that any stock based compensation that would otherwise be issued in accordance with any incentive compensation program or (i.e., options, stock grants, SARs, etc.) shall instead be settled in a cash payment payable as set forth below; and (iiiB) continued participation under the Company’s such Bank benefit plans (other than the incentive compensation program) through the Expiration Date Date, but only to the extent the Employee continues to qualify for participation therein, with the Company maintaining its same level of contributions as immediately prior to the termination; provided, however, that to the extent such benefits include payments for medical expenses that are allowable as a deduction under Code Section 213, the Company will maintain its same level of contributions as immediately prior to the termination but only during the period of time the Employee would be entitled to continuation coverage under the Company’s group health plan pursuant to Code Section 4980B (COBRA coverage). The Company will pay the amount due under subsection (d)(1)(i) All amounts payable to the Employee in a single lump sum cash payment within [45] days of shall be paid, at the date option of the Employee’s , either (I) in periodic payments through the Expiration Date, or (II) in one lump sum within ten (10) days of such termination. The Company will pay the amount due under subsection (d)(1)(ii) to the Employee at the same time as the Company pays other participants in the applicable incentive compensation program but in no event later than the fifteenth day of the third month of the taxable year following the taxable year containing the last day of the applicable incentive period. (2ii) The Employee may voluntarily terminate his employment under this Agreement, in which case and the Employee will shall thereupon be entitled to receive the compensation and benefits payable under Section 9(d)(1) hereof upon hereof, within ninety (90) days following the occurrence of any of the following events events, which has not been consented to in advance by the Employee in writing (unless such voluntary termination occurs within the time period set forth in Section 11(b) hereof hereof, in which event the benefits and compensation provided for in Section 11 shall apply): (i) the requirement that the Employee move his personal residence, or perform his principal executive functions functions, more than 50 thirty (30) miles from Employee’s his primary office; (ii) a material reduction without reasonable cause in the Employee’s 's base compensation, unless part of an institution-wide reduction; (iii) the failure by the Bank to continue to provide the Employee with compensation and benefits provided for under this Agreement, as the same may be increased from time to time, or with benefits substantially similar to those provided to him under any of the employee benefit plans in which the Employee now or hereafter becomes a participant, or the taking of any action or inaction that constitutes a material breach by the Company Bank which would directly or indirectly reduce any of this Agreementsuch benefits or deprive the Employee of any material fringe benefit enjoyed by him, unless part of an institution-wide reduction; (iv) the assignment to the Employee of duties and responsibilities materially different from those normally associated with his position as referenced in Section 1; or (ivv) a material diminution or reduction in the Employee’s duties, 's responsibilities or authority (including reporting responsibilities) in connection with his employment with the Company. The Company will pay all amounts due under this subsection (d)(2) to the Employee in a single lump sum cash payment within [45] days of the date of the Employee’s termination, provided: (i) Employee terminates his employment within two years of the initial existence of any event under this Section 9(d)(2); (ii) the Employee provides the Company notice of the existence of an event under this Section 9(d)(2); and (iii) after notice from the Employee of the existence of any event under this Section 9(d)(2), the Company does not remedy the condition within 30 daysBank. (3iii) Notwithstanding the foregoing, but only to the extent required under federal banking law, the amount payable under clause (d)(1)(i) hereof shall be reduced to the extent that on the date of the Employee’s 's termination of employment, the present value of the benefits payable under clauses (d)(1)(i) and (ii) hereof exceeds the limitation on severance benefits that is set forth in applicable regulations or other guidance Regulatory Bulletin 27a of the Office of Thrift Supervision (“OTS”)Supervision, as in effect on the Effective Date. In the event that Section 280G of the Internal Revenue Code of 1986, as amended (the “"Code”) "), becomes applicable to payments made under this Section 9(d), and the payments exceed the “"Maximum Amount” " as defined in Section 11(a)(1) hereof, the payments shall be reduced as provided by Section 11(a)(2) of this Agreement.

Without Just Cause; Constructive Discharge. (1) The Board of Directors of the Company and/or the Bank may, by written notice to the Employee, immediately terminate Employee’s his employment at any time for a reason other than Just Cause, in which event the Employee shall be entitled to receive the following compensation and benefits (unless such involuntary termination occurs within the time period set forth in Section 11(b11(a) hereof hereof, in which event the benefits and compensation provided for in Section 11 shall apply): (i) The annual amount of base compensation under the salary provided pursuant to Section 2 hereof, up to the date of termination of the term as provided in Section 5 hereof (including any renewal term) of this Agreement at (the rate then in effect; "Expiration Date"), plus said salary for an additional 12-month period, and (ii) at the Employee's election, either (A) cash in an amount of incentive compensation actually payable equal to the cost to the Employee under of obtaining all health, life, disability and other benefits which the Company’s incentive compensation program Employee would have been eligible to participate in effect during through the Employee’s year Expiration Date based upon the benefit levels substantially equal to those that the Company and/or the Bank provided for the Employee at the date of termination as if the Employee had not terminated employment during the incentive period prorated based on the number of days Employee was employed during the incentive period; providedemployment, however, that any stock based compensation that would otherwise be issued in accordance with any incentive compensation program or (i.e., options, stock grants, SARs, etc.) shall instead be settled in a cash payment payable as set forth below; and (iiiB) continued participation under the Company’s such benefit plans (other than the incentive compensation program) through the Expiration Date Date, but only to the extent the Employee continues to qualify for participation therein, with the Company maintaining its same level of contributions as immediately prior to the termination; provided, however, that to the extent such benefits include payments for medical expenses that are allowable as a deduction under Code Section 213, the Company will maintain its same level of contributions as immediately prior to the termination but only during the period of time the Employee would be entitled to continuation coverage under the Company’s group health plan pursuant to Code Section 4980B (COBRA coverage). The Company will pay the amount due under subsection (d)(1)(i) All amounts payable to the Employee in a single lump sum cash payment within [45] days of shall be paid, at the date option of the Employee’s , either (I) in periodic payments through the Expiration Date, or (II) in one lump sum within 10 days of such termination. The Company will pay the amount due under subsection (d)(1)(ii) to the Employee at the same time as the Company pays other participants in the applicable incentive compensation program but in no event later than the fifteenth day of the third month of the taxable year following the taxable year containing the last day of the applicable incentive period. (2) The Employee may voluntarily terminate his employment under this Agreement, in which case and the Employee will shall thereupon be entitled to receive the compensation and benefits payable under Section 9(d)(1) hereof upon hereof, within 90 days following the occurrence of any of the following events events, which has not been consented to in advance by the Employee in writing (unless such voluntary termination occurs within the time period set forth in Section 11(b) hereof hereof, in which event the benefits and compensation provided for in Section 11 shall apply): (i) the requirement that the Employee move his personal residence, or perform his principal executive functions functions, more than 50 miles from Employee’s his primary office; (ii) a material reduction without reasonable cause in the Employee’s 's base compensationcompensation which is not commensurate with a general reduction in the salaries of senior officers or as the same may be changed by mutual agreement from time to time; (iii) any action or inaction that constitutes a material breach the failure by the Company of and/or the Bank to continue to provide the Employee with compensation and benefits provided for under this Agreement, as the same may be increased from time to time, or with benefits substantially similar to those provided to him under any of the employee benefit plans in which the Employee now or hereafter becomes a participant, or the taking of any action by the Company and/or Bank which would directly or indirectly reduce any of such benefits or deprive the Employee of any material fringe benefit enjoyed by him; or (iv) the assignment to the Employee of duties and responsibilities materially different from those normally associated with his position as referenced at Section 1; (v) a failure to elect or reelect the Employee to the Board of Directors of the Company or the Bank; (vi) a material diminution or reduction in the Employee’s duties, 's responsibilities or authority (including reporting responsibilities) in connection with his employment with employment; or (vii) a material reduction in the Company. The Company will pay all amounts due under this subsection (d)(2) to the Employee in a single lump sum cash payment within [45] days of the date secretarial or other administrative support of the Employee’s termination, provided: (i) Employee terminates his employment within two years of the initial existence of any event under this Section 9(d)(2); (ii) the Employee provides the Company notice of the existence of an event under this Section 9(d)(2); and (iii) after notice from the Employee of the existence of any event under this Section 9(d)(2), the Company does not remedy the condition within 30 days. (3) Notwithstanding the foregoing, but only to the extent required under federal banking law, the amount payable under clause (d)(1)(i) hereof shall be reduced to the extent that on the date of the Employee’s termination of employment, the present value of the benefits payable under clauses (d)(1)(i) and (ii) hereof exceeds the limitation on severance benefits that is set forth in applicable regulations or other guidance of the Office of Thrift Supervision (“OTS”), as in effect on the Effective Date. In the event even that Section 280G of the Internal Revenue Code of 1986, as amended (the “"Code”") becomes applicable to payments made under this Section 9(d), and the payments exceed the “"Maximum Amount” " as defined in Section 11(a)(1) hereof, the payments shall be reduced as provided by Section 11(a)(2) of this Agreement.

Without Just Cause; Constructive Discharge. (1) The Board may, by written notice to the Employee, immediately terminate Employee’s employment at any time for a reason other than Just Cause, in which event the Employee shall be entitled to receive the following compensation and benefits (unless such termination occurs within the time period set forth in Section 11(b) hereof in which event the benefits and compensation provided for in Section 11 shall apply): (i) The annual amount of base compensation under Section 2 of this Agreement at the rate then in effect; , (ii) the annual amount of incentive compensation actually payable to the Employee under the Company’s incentive compensation program then in effect during assuming that the Employee’s Company achieves 100% of its target goals for the year of that such termination as if the Employee had not terminated employment during the incentive period prorated based on the number of days Employee was employed during the incentive period; occurs, provided, however, that any stock based compensation that would otherwise be issued in accordance with any incentive compensation such program (i.e., options, stock grants, SARs, etc.) shall instead be settled in a cash payment payable as set forth below; and (iii) continued participation under the Company’s benefit plans (other than the incentive compensation program) through with the Expiration Date Company maintaining its same level as contributions as immediately prior to the termination, but only to the extent the Employee continues to qualify for participation therein, with through the Company maintaining its same level of contributions as immediately prior to the termination; provided, however, that to the extent such benefits include payments for medical expenses that are allowable as a deduction under Code Section 213, the Company will maintain its same level of contributions as immediately prior to the termination but only during the period of time the Employee would be entitled to continuation coverage under the Company’s group health plan pursuant to Code Section 4980B (COBRA coverage)Expiration Date. The Company will pay the amount all amounts due under this subsection (d)(1)(id) to the Employee in a single lump sum cash payment within [45] days of six months following the date of the Employee’s termination. The Company ; provided, however, that if the Employee dies prior to payment, the payment will pay the amount due under subsection (d)(1)(ii) be made to the Employee at Employee’s beneficiaries on the same time as the Company pays other participants in the applicable incentive compensation program but in no event later than the fifteenth day first of the third month of the taxable year following the taxable year containing the last day of the applicable incentive periodEmployee’s death, if sooner. (2) The Employee may voluntarily terminate employment under this Agreement, in which case the Employee will receive the compensation and benefits payable under Section 9(d)(1) hereof upon the occurrence of any of the following events which has not been consented to in advance by the Employee in writing (unless such voluntary termination occurs within the time period set forth in Section 11(b) hereof in which event the benefits and compensation provided for in Section 11 shall apply): (i) the requirement that the personal residence of the Employee be moved, or perform principal executive functions functions, more than 50 miles from Employee’s primary office; (ii) a material reduction without reasonable cause in the Employee’s base compensation; (iii) any action or inaction that constitutes a material breach the failure by the Company of to continue to provide the Employee with compensation and benefits provided for under this Agreement, or with benefits substantially similar to those provided under any of the employee benefit plans in which the Employee now or hereafter becomes a participant, or the taking of any action by the Company which would directly or indirectly reduce any of such benefits or deprive the Employee of any material fringe benefit enjoyed; or (iv) the assignment to the Employee of duties and responsibilities materially different from those normally associated with Employee’s position as referenced at Section 1; or (v) a material diminution or reduction in the Employee’s duties, responsibilities or authority (including reporting responsibilities) in connection with his employment with the Company. The Company will pay all amounts due under this subsection (d)(2) to the Employee in a single lump sum cash payment within [45] days of the date of the Employee’s termination, provided: (i) Employee terminates his employment within two years of the initial existence of any event under this Section 9(d)(2); (ii) the Employee provides the Company notice of the existence of an event under this Section 9(d)(2); and (iii) after notice from the Employee of the existence of any event under this Section 9(d)(2), the Company does not remedy the condition within 30 days. (3) Notwithstanding the foregoing, but only to the extent required under federal banking law, the amount payable under clause (d)(1)(i) hereof shall be reduced to the extent that on the date of the Employee’s termination of employment, the present value of the benefits payable under clauses (d)(1)(i) and (ii) hereof exceeds the limitation on severance benefits that is set forth in applicable regulations or other guidance of the Office of Thrift Supervision (“OTS”), as in effect on the Effective Date. In the event that Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) becomes applicable to payments made under this Section 9(d), and the payments exceed the “Maximum Amount” as defined in Section 11(a)(1) hereof, the payments shall be reduced as provided by Section 11(a)(2) of this Agreement.subsection

Without Just Cause; Constructive Discharge. (1) The Board may, by written notice to the Employee, immediately terminate Employee’s his employment at any time for a reason other than Just Cause, in which event the Employee, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, shall be entitled to receive an amount equal to three (3) times the sum of (i) his Base Salary provided pursuant to Section 2 hereof, and (ii) the highest rate of bonus awarded to the Employee, pursuant to Section 3 hereof, at any time during the prior five (5) years. In addition, the Employee shall be entitled to receive a lump sum payment in an amount equal to the present value (calculated using a discount rate of equal to 120% of the applicable Federal rate determined under Section 1274(d) of the Code, compounded semi-annually) of the Bank’s contributions that would have been made on Employee’s behalf under the Bank’s tax-qualified retirement plans (including the 401(k) Plan, the profit sharing plan and the employee stock ownership plan) if he had continued working for the Bank for a thirty-six (36) month period following compensation his termination of employment earning the Base Salary that would have been achieved during the remaining unexpired term of this Agreement and making the maximum amount of employee contributions permitted, if any, under such plans. Upon such an event of termination at any time for a reason other than Just Cause, the Employee will vest on the date of termination of employment in any outstanding unvested stock options or shares of restricted stock of the Company that have been awarded to him, and Employee (and his spouse) shall be entitled to the continued health benefits (unless set forth in Section 4(a) hereof. Notwithstanding the foregoing, in the event such termination occurs after a Change in Control and within the time period set forth in Section 11(b10(a)(1) hereof, the benefits and compensation provided for in that Section 10 shall apply. All amounts payable to the Employee in cash shall be paid in one lump sum within thirty (30) days of the Employee’s date of termination. (2) The Employee may voluntarily terminate his employment under this Agreement within ninety (90) days following the occurrence of an event which constitutes “Constructive Discharge,” provided, however, that the Bank shall have thirty (30) days to cure the “Constructive Discharge” condition described below, but the Bank may waive its right to cure. Upon the Employee’s termination of employment for an event that constitutes a “Constructive Discharge, the Employee shall be entitled to receive the compensation and benefits payable under Section 9(d)(1) hereof (unless such voluntary termination occurs following a Change in Control as set forth under Section 10(b) in which event the benefits and compensation provided for in Section 11 10 shall apply): (i) The annual amount of base compensation under Section 2 ). For purposes of this Agreement at the rate then in effect; (ii) the amount of incentive compensation actually payable to the Employee under the Company’s incentive compensation program in effect during the Employee’s year of termination as if the Employee had not terminated employment during the incentive period prorated based on the number of days Employee was employed during the incentive period; providedSection 9, however, that any stock based compensation that would otherwise be issued in accordance with any incentive compensation program (i.e., options, stock grants, SARs, etc.) a Constructive Discharge shall instead be settled in a cash payment payable as set forth below; and (iii) continued participation under the Company’s benefit plans (other than the incentive compensation program) through the Expiration Date but only to the extent the Employee continues to qualify for participation therein, with the Company maintaining its same level of contributions as immediately prior to the termination; provided, however, that to the extent such benefits include payments for medical expenses that are allowable as a deduction under Code Section 213, the Company will maintain its same level of contributions as immediately prior to the termination but only during the period of time the Employee would be entitled to continuation coverage under the Company’s group health plan pursuant to Code Section 4980B (COBRA coverage). The Company will pay the amount due under subsection (d)(1)(i) to the Employee in a single lump sum cash payment within [45] days of the date of the Employee’s termination. The Company will pay the amount due under subsection (d)(1)(ii) to the Employee at the same time as the Company pays other participants in the applicable incentive compensation program but in no event later than the fifteenth day of the third month of the taxable year following the taxable year containing the last day of the applicable incentive period. (2) The Employee may voluntarily terminate employment under this Agreement, in which case the Employee will receive the compensation and benefits payable under Section 9(d)(1) hereof upon the occurrence of any of the following events which has not been consented to in advance in writing by the Employee in writing Employee: (unless such voluntary termination occurs within the time period set forth in Section 11(b) hereof in which event the benefits and compensation provided for in Section 11 shall apply): (i1) the requirement that the Employee perform his principal executive functions functions, more than 50 thirty-five (35) miles from Employee’s his primary office; (ii2) a material reduction without reasonable cause in the Employee’s base compensation; (iii3) any action the requirement that the Employee report directly to a person or inaction that constitutes a material breach by persons other than the Company of this AgreementBoard; or (iv4) a material diminution or reduction in the Employee’s duties, responsibilities or authority (including reporting responsibilities) in connection with his employment with the CompanyBank (or any successor to the Bank). The Company will pay all All amounts due under this subsection (d)(2) payable to the Employee in cash under this Section 9(d)(2) shall be paid in a single lump sum cash payment within [45] thirty (30) days of the date of the Employee’s termination, provided: (i) Employee terminates his employment within two years of the initial existence of any event under this Section 9(d)(2); (ii) the Employee provides the Company notice of the existence of an event under this Section 9(d)(2); and (iii) after notice from the Employee of the existence of any event under this Section 9(d)(2), the Company does not remedy the condition within 30 days. (3) Notwithstanding the foregoing, but only to the extent required under federal banking law, the amount payable under clause (d)(1)(i) hereof shall be reduced to the extent that on the date of the Employee’s termination of employment, the present value of the benefits payable under clauses (d)(1)(i) and (ii) hereof exceeds the limitation on severance benefits that is set forth in applicable regulations or other guidance of the Office of Thrift Supervision (“OTS”), as in effect on the Effective Datetermination. In the event that Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) becomes applicable to payments made under this Section 9(d), and the payments exceed the “Maximum Amount” as defined in Section 11(a)(1) hereof, the payments shall be reduced as provided by Section 11(a)(2) of this Agreement.

Without Just Cause; Constructive Discharge. (1) The Board may, ------------------------------------------ by written notice to the Employee, immediately terminate Employee’s his employment at any time for a reason other than Just Cause, in which event the Employee shall be entitled to receive the following compensation and benefits (unless such termination occurs within the time period set forth in Section 11(b10(b) hereof in which event the benefits and compensation provided for in Section 11 10 shall apply): ) to receive (i) The annual amount of base compensation under the salary provided pursuant to Section 2 hereof, up to the date of termination of the term as provided in Section 5 hereof (including any renewal term) of this Agreement at (the rate then "Expiration Date"), plus said salary for an additional 12-month period, but in effect; no event in excess of three times the Employee's salary in effect pursuant to Section 2 hereof on the date of such termination, and (ii) the amount extended Bank-paid health coverage provided pursuant to Section 4(a) of incentive compensation actually this Agreement. All amounts payable to the Employee under shall be paid, at the Company’s incentive compensation program in effect during option of the Employee’s year of termination as if the Employee had not terminated employment during the incentive period prorated based on the number of days Employee was employed during the incentive period; provided, however, that any stock based compensation that would otherwise be issued either (1) in accordance with any incentive compensation program (i.e., options, stock grants, SARs, etc.) shall instead be settled in a cash payment payable as set forth below; and (iii) continued participation under the Company’s benefit plans (other than the incentive compensation program) periodic payments through the Expiration Date but only to the extent the Employee continues to qualify for participation thereinDate, with the Company maintaining its same level of contributions as immediately prior to the termination; provided, however, that to the extent such benefits include payments for medical expenses that are allowable as a deduction under Code Section 213, the Company will maintain its same level of contributions as immediately prior to the termination but only during the period of time the Employee would be entitled to continuation coverage under the Company’s group health plan pursuant to Code Section 4980B or (COBRA coverage). The Company will pay the amount due under subsection (d)(1)(iII) to the Employee in a single one lump sum cash payment (adjusted to reflect the present value of such accelerated payment) within [45] thirty (30) days of the date of the Employee’s such termination. The Company will pay the amount due under subsection (d)(1)(ii) to the Employee at the same time as the Company pays other participants in the applicable incentive compensation program but in no event later than the fifteenth day of the third month of the taxable year following the taxable year containing the last day of the applicable incentive period. (2) The Employee may voluntarily terminate his employment under this Agreement, in which case and the Employee will shall thereupon be entitled to receive the compensation and benefits payable under Section 9(d)(1) hereof upon hereof, within ninety (90) days following the occurrence of any of the following events events, which has not been consented to in advance by the Employee in writing (unless such voluntary termination occurs within the time period set forth in Section 11(b10(a) hereof in which event the benefits and compensation provided for in Section 11 10 shall apply): (i) the requirement that the Employee move his personal residence, or perform his principal executive functions functions, more than 50 thirty-five (35) miles from Employee’s his primary office; (ii) a material reduction without reasonable cause in the Employee’s 's base compensation; (iii) any action the failure to increase the Employee's salary or inaction that constitutes a material breach by to pay the Company Employee discretionary bonuses pursuant to Sections 2 and 3 of this Agreement; or (iv) the failure by the Bank to continue to provide the Employee with compensation and benefits provided for under this Agreement, as the same may be increased from time to time, or with benefits substantially similar to those provided to him under any of the employee benefit plans in which the Employee now or hereafter becomes a participant, or the taking of any action by the Bank which would directly or indirectly reduce any of such benefits or deprive the Employee of any material fringe benefit enjoyed by him; (v) the requirement that the Employee report directly to a person or persons other than the Board; (vi) the assignment to the Employee of duties and responsibilities materially different from those normally associated with his position as referenced at Section 1; (vii) a failure to elect or reelect the Employee to the Board of Directors of the Bank; (viii) a material diminution or reduction in the Employee’s duties, 's responsibilities or authority (including reporting responsibilities) in connection with his employment with the Company. The Company will pay all amounts due under this subsection (d)(2) to the Employee in a single lump sum cash payment within [45] days of the date of the Employee’s termination, provided: (i) Employee terminates his employment within two years of the initial existence of any event under this Section 9(d)(2); (ii) the Employee provides the Company notice of the existence of an event under this Section 9(d)(2); and (iii) after notice from the Employee of the existence of any event under this Section 9(d)(2), the Company does not remedy the condition within 30 daysBank. (3) Notwithstanding the foregoing, but only to the extent required under federal banking law, the amount payable under clause (d)(1)(id)(1) hereof shall be reduced to the extent that on the date of the Employee’s 's termination of employment, the present value of the benefits payable under clauses (d)(1)(i) and (ii) hereof thereunder exceeds the limitation on severance benefits that is set forth in applicable regulations or other guidance Regulatory Bulletin 27a of the Office of Thrift Supervision (“OTS”)Supervision, as in effect on the Effective Date. In the event that Section 280G of the Internal Revenue Code of 1986, as amended (the “"Code”") becomes applicable to payments made under this Section 9(d), and the payments exceed the “"Maximum Amount” " as defined in Section 11(a)(110(a)(1) hereof, the payments shall be reduced as provided by in accordance with Section 11(a)(210(a)(2) of this Agreement.

Without Just Cause; Constructive Discharge. (1) The Board may, by -------------------------------------------- written notice to the Employee, immediately terminate Employee’s his employment at any time for a reason other than Just Cause, in which event the Employee shall be entitled to receive the following compensation and benefits (unless such termination occurs within the time period periods set forth in Section 11(b) hereof in which event the benefits and compensation provided for in Section 11 shall apply): (i) The annual amount of base compensation under the salary provided pursuant to Section 2 hereof, up to the date of termination of the term as provided in Section 5 hereof (including any renewal term) of this Agreement at (the rate then in effect; "Expiration Date"), plus said salary for an additional 12-month period, and (ii) at the Employee's election either (A) cash in an amount of incentive compensation actually payable equal to the cost to the Employee under of obtaining all health, life, disability and other benefits which the Company’s incentive compensation program Employee would have been eligible to participate in effect during through the Employee’s year Expiration Date based upon the benefit levels substantially equal to those that the Bank provided for the Employee at the date of termination as if the Employee had not terminated of employment during the incentive period prorated based on the number of days Employee was employed during the incentive period; provided, however, that any stock based compensation that would otherwise be issued in accordance with any incentive compensation program or (i.e., options, stock grants, SARs, etc.) shall instead be settled in a cash payment payable as set forth below; and (iiiB) continued participation under the Company’s such Bank benefit plans (other than the incentive compensation program) through the Expiration Date Date, but only to the extent the Employee continues to qualify for participation therein, with the Company maintaining its same level of contributions as immediately prior to the termination; provided, however, that to the extent such benefits include payments for medical expenses that are allowable as a deduction under Code Section 213, the Company will maintain its same level of contributions as immediately prior to the termination but only during the period of time the Employee would be entitled to continuation coverage under the Company’s group health plan pursuant to Code Section 4980B (COBRA coverage). The Company will pay the amount due under subsection (d)(1)(i) All amounts payable to the Employee in a single lump sum cash payment within [45] days of shall be paid, at the date option of the Employee’s , either (I) in periodic payments through the Expiration Date, or (II) in one lump sum within ten (10) days of such termination. The Company will pay the amount due under subsection (d)(1)(ii) to the Employee at the same time as the Company pays other participants in the applicable incentive compensation program but in no event later than the fifteenth day of the third month of the taxable year following the taxable year containing the last day of the applicable incentive period. (2) The Employee may voluntarily terminate his employment under this Agreement, in which case and the Employee will shall thereupon be entitled to receive the compensation and benefits payable under Section 9(d)(1) hereof upon hereof, within ninety (90) days following the occurrence of any of the following events events, which has not been consented to in advance by the Employee in writing (unless such voluntary termination occurs within the time period periods set forth in Section 11(b) hereof in which event the benefits and compensation provided for in Section 11 shall apply): (i) the requirement that the Employee move his personal residence, or perform his principal executive functions functions, more than 50 thirty (30) miles from Employee’s his primary office; (ii) a material reduction without reasonable cause in the Employee’s 's base compensation, as the same may be changed by mutual agreement from time to time other than in connection with an institution-wide reduction; (iii) the failure by the Bank to continue to provide the Employee with compensation and benefits provided for under this Agreement, as the same may be increased from time to time, or with benefits substantially similar to those provided to him under any of the employee benefit plans in which the Employee now or hereafter becomes a participant, or the taking of any action or inaction that constitutes a material breach by the Company Bank which, directly or indirectly, would materially reduce any of such benefits or deprive the Employee of any material fringe benefit enjoyed by him; (iv) the assignment to the Employee of duties and responsibilities materially different from those normally associated with his position as referenced at Section 1; (v) a failure to elect or reelect the Employee to the Board of Directors of the Bank if the Employee was serving on the Board on the Effective Date or was otherwise elected to the Board during the term of this Agreement; or (ivvi) a material diminution or reduction in the Employee’s duties, 's responsibilities or authority (including reporting responsibilities) in connection with his employment with the Company. The Company will pay all amounts due under this subsection Bank; or (d)(2vii) to a material reduction in the secretarial or other administrative support of the Employee other than in a single lump sum cash payment within [45] days of the date of the Employee’s termination, provided: (i) Employee terminates his employment within two years of the initial existence of any event under this Section 9(d)(2); (ii) the Employee provides the Company notice of the existence of connection with an event under this Section 9(d)(2); and (iii) after notice from the Employee of the existence of any event under this Section 9(d)(2), the Company does not remedy the condition within 30 daysinstitution-wide reduction in force. (3) Notwithstanding the foregoing, but only to the extent required under federal banking law, the amount payable under clause (d)(1)(i) hereof shall be reduced to the extent that on the date of the Employee’s 's termination of employment, the present value of the benefits payable under clauses (d)(1)(i) and (ii) hereof exceeds the limitation on severance benefits that is set forth in applicable regulations or other guidance Regulatory Bulletin 27a of the Office of Thrift Supervision (“OTS”)Supervision, as in effect on the Effective Date. In the event that Section 280G of the Internal Revenue Code of 1986, as amended (the “"Code”") becomes applicable to payments made under this Section 9(d), and the payments exceed the “"Maximum Amount” " as defined in Section 11(a)(1) hereof, the payments shall be reduced as provided by Section 11(a)(2) of this Agreement.

Without Just Cause; Constructive Discharge. (1) The Board may, ------------------------------------------ by written notice to the Employee, immediately terminate Employee’s his employment at any time for a reason other than Just Cause, in which event the Employee shall be entitled to receive the following compensation and benefits (unless such termination occurs within during the time period set forth in Section 11(b) hereof Protected Period in which event the benefits and compensation provided for in Section 11 12 shall apply): ): (i) The annual amount of base compensation under the salary provided pursuant to Section 2 3 hereof, up to the expiration date of this Agreement at including any renewal term (the rate then in effect; "Expiration Date"), plus said salary for an additional 12-month period; (ii) a put option meeting the requirements set forth in subsection 3 hereof, provided that the Employee shall not be entitled to such put option if on the date the Employee terminates employment, either the Employee does not own any common stock of the Association or an affiliated company, or such common stock is "readily tradeable" within the meaning of Cod (S) 401(a)(28)(C); and (iii) at the Employee's election either (A) cash in an amount of incentive compensation actually payable equal to the cost to the Employee under of obtaining all health, life, disability and other benefits which the Company’s incentive compensation program Employee would have been eligible to participate in effect during through the Employee’s year Expiration Date based upon the benefit levels substantially equal to those that the Association provided for the Employee at the date of termination as if the Employee had not terminated of employment during the incentive period prorated based on the number of days Employee was employed during the incentive period; provided, however, that any stock based compensation that would otherwise be issued in accordance with any incentive compensation program or (i.e., options, stock grants, SARs, etc.) shall instead be settled in a cash payment payable as set forth below; and (iiiB) continued participation under the Company’s such Association benefit plans (other than the incentive compensation program) through the Expiration Date Date, but only to the extent the Employee continues to qualify for participation therein, with the Company maintaining its same level of contributions as immediately prior to the termination; provided, however, that to the extent such benefits include payments for medical expenses that are allowable as a deduction under Code Section 213, the Company will maintain its same level of contributions as immediately prior to the termination but only during the period of time the Employee would be entitled to continuation coverage under the Company’s group health plan pursuant to Code Section 4980B (COBRA coverage). The Company will pay the amount due under subsection (d)(1)(i) All amounts payable to the Employee in a single lump sum cash payment within [45] days of shall be paid, at the date option of the Employee’s , either (I) in periodic payments through the Expiration Date, or (II) in one lump sum within ten (10) days of such termination. The Company will pay the amount due under subsection (d)(1)(ii) to the Employee at the same time as the Company pays other participants in the applicable incentive compensation program but in no event later than the fifteenth day of the third month of the taxable year following the taxable year containing the last day of the applicable incentive period. (2) The Employee may voluntarily terminate employment under this Agreement, in which case the Employee will shall be entitled to receive the compensation and benefits payable under Section 9(d)(1subsection 10(d)(1) hereof upon in the occurrence of any of the following events which has not been consented to in advance by event that the Employee in writing voluntarily terminates employment within 90 days of an event that constitutes Good Reason, (unless such voluntary termination occurs within during the time period set forth in Section 11(b) hereof Protected Period, in which event the benefits and compensation provided for in Section 11 12 shall apply): (i) the requirement that the Employee perform principal executive functions more than 50 miles from Employee’s primary office; (ii) a material reduction without reasonable cause in the Employee’s base compensation; (iii) any action or inaction that constitutes a material breach by the Company of this Agreement; or (iv) a material reduction in the Employee’s duties, responsibilities or authority (including reporting responsibilities) in connection with his employment with the Company. The Company will pay all amounts due under this subsection (d)(2) to the Employee in a single lump sum cash payment within [45] days of the date of the Employee’s termination, provided: (i) Employee terminates his employment within two years of the initial existence of any event under this Section 9(d)(2); (ii) the Employee provides the Company notice of the existence of an event under this Section 9(d)(2); and (iii) after notice from the Employee of the existence of any event under this Section 9(d)(2), the Company does not remedy the condition within 30 days. (3) Notwithstanding the foregoing, but only A put option deliverable to the extent required under federal banking lawEmployee pursuant to this Section 10(d) shall, at a minimum, obligate the amount payable under clause (d)(1)(i) hereof shall be reduced Association and any successor to purchase any shares of its common stock are the extent common stock of any affiliated company that the Employee owns on the date of terminating employment. The terms of such purchase shall be set forth in a written instrument prepared and executed by the Association, and shall require that (i) the purchase price be no less than the appraised value of such stock, determined in accordance with Code (S) 401(a)(28)(C), by an appraiser mutually agreed upon by the Employee and the Association, as of the last day of the fiscal year in which the Employee’s termination of employment's employment terminates, the present value of the benefits payable under clauses (d)(1)(i) and (ii) hereof exceeds the limitation on severance benefits that is set forth in applicable regulations or other guidance of Association make such payment as soon as practicable after the Office of Thrift Supervision (“OTS”), as in effect on the Effective Date. In the event that Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) becomes applicable to payments made under this Section 9(d), and the payments exceed the “Maximum Amount” as defined in Section 11(a)(1) hereof, the payments shall be reduced as provided by Section 11(a)(2) of this AgreementAssociation receives said appraisal.

Without Just Cause; Constructive Discharge. (1) The Board may, by written notice to the Employee, immediately terminate Employee’s his employment at any time for a reason other than Just Cause, in which event the Employee, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, shall be entitled to receive an amount equal to three (3) times the sum of (i) his Base Salary provided pursuant to Section 2 hereof, and (ii) the highest rate of bonus awarded to the Employee, pursuant to Section 3 hereof, at any time during the prior three years. In addition, the Employee shall be entitled to receive a lump sum payment in an amount equal to the present value of the Bank’s contributions that would have been made on Employee’s behalf under the Bank’s tax-qualified retirement plans (including the 401(k) Plan, the profit sharing plan and the employee stock ownership plan) if he had continued working for the Bank for a thirty-six (36) month period following compensation his termination of employment earning the Base Salary that would have been achieved during the remaining unexpired term of this Agreement and benefits (unless making the maximum amount of employee contributions permitted, if any, under such plans. Upon an event of termination at any time for a reason other than Just Cause, the Employee will vest on the date of termination of employment in any outstanding unvested stock options or shares of restricted stock of the Company that have been awarded to him. Notwithstanding the foregoing, in the event such termination occurs after a Change in Control and within the time period set forth in Section 11(b10(a)(1) hereof, the benefits and compensation provided for in that Section 10 shall apply. All amounts payable to the Employee in cash shall be paid in one lump sum (adjusted to reflect the present value of such accelerated payment) within thirty (30) days of such termination, or if Employee is a “Specified Employee” (as defined in Code Section 409A) on the first day of the seventh month following Employee’s Separation from Service. (2) The Employee may voluntarily terminate his employment under this Agreement within ninety (90) days following the occurrence of an event which constitutes “Constructive Discharge,” and shall thereupon be entitled to receive the compensation and benefits payable under Section 9(d)(1) hereof (unless such voluntary termination occurs following a Change in Control as set forth under Section 10(b) in which event the benefits and compensation provided for in Section 11 10 shall apply): (i) The annual amount of base compensation under Section 2 ). For purposes of this Agreement at the rate then in effect; (ii) the amount of incentive compensation actually payable to the Employee under the Company’s incentive compensation program in effect during the Employee’s year of termination as if the Employee had not terminated employment during the incentive period prorated based on the number of days Employee was employed during the incentive period; providedSection 9, however, that any stock based compensation that would otherwise be issued in accordance with any incentive compensation program (i.e., options, stock grants, SARs, etc.) a Constructive Discharge shall instead be settled in a cash payment payable as set forth below; and (iii) continued participation under the Company’s benefit plans (other than the incentive compensation program) through the Expiration Date but only to the extent the Employee continues to qualify for participation therein, with the Company maintaining its same level of contributions as immediately prior to the termination; provided, however, that to the extent such benefits include payments for medical expenses that are allowable as a deduction under Code Section 213, the Company will maintain its same level of contributions as immediately prior to the termination but only during the period of time the Employee would be entitled to continuation coverage under the Company’s group health plan pursuant to Code Section 4980B (COBRA coverage). The Company will pay the amount due under subsection (d)(1)(i) to the Employee in a single lump sum cash payment within [45] days of the date of the Employee’s termination. The Company will pay the amount due under subsection (d)(1)(ii) to the Employee at the same time as the Company pays other participants in the applicable incentive compensation program but in no event later than the fifteenth day of the third month of the taxable year following the taxable year containing the last day of the applicable incentive period. (2) The Employee may voluntarily terminate employment under this Agreement, in which case the Employee will receive the compensation and benefits payable under Section 9(d)(1) hereof upon the occurrence of any of the following events which has not been consented to in advance in writing by the Employee in writing Employee: (unless such voluntary termination occurs within the time period set forth in Section 11(b) hereof in which event the benefits and compensation provided for in Section 11 shall apply): (i1) the requirement that the Employee move his personal residence, or perform his principal executive functions functions, more than 50 thirty-five (35) miles from Employee’s his primary office; (ii) a material reduction without reasonable cause in the Employee’s base compensation; (iii) any action the failure to increase the Employee’s Base Salary or inaction that constitutes a material breach by to pay the Company Employee discretionary bonuses pursuant to Sections 2 and 3 of this Agreement; or (iv) the failure by the Bank to continue to provide the Employee with compensation and benefits provided for under this Agreement, as the same may be increased from time to time, or with benefits substantially similar to those provided to him under any of the employee benefit plans in which the Employee now or hereafter becomes a participant, or the taking of any action by the Bank which would directly or indirectly reduce any of such benefits or deprive the Employee of any material fringe benefit enjoyed by him; (v) the requirement that the Employee report directly to a person or persons other than the Board; (vi) the assignment to the Employee of duties and responsibilities materially different from those normally associated with his position as referenced at Section 1; (vii) a failure to elect or reelect the Employee to the Board of Directors of the Bank; (viii) a material diminution or reduction in the Employee’s duties, responsibilities or authority (including reporting responsibilities) in connection with his employment with the CompanyBank. The Company will pay all All amounts due under this subsection (d)(2) payable to the Employee in a single lump sum cash payment within [45] days of the date of the Employee’s termination, provided: (i) Employee terminates his employment within two years of the initial existence of any event under this Section 9(d)(2); ) shall be paid in a lump sum (iiadjusted for the present value of such accelerated payment) within thirty (30) days of such termination, or if Employee is a Specified Employee, on the Employee provides the Company notice first day of the existence of an event under this Section 9(d)(2); and (iii) after notice seventh month following Employee’s Separation from the Employee of the existence of any event under this Section 9(d)(2), the Company does not remedy the condition within 30 daysService. (3) Any termination of employment under Section 9(d)(1) or 9(d)(2) hereof which would entitle Employee to a payment hereunder must satisfy also satisfy the definition of Separation from Service set forth in Code Section 409A and the guidance issued thereunder. Notwithstanding the foregoing, but only to the extent required under federal banking law, the amount payable under clause (d)(1)(id)(1) hereof shall be reduced to the extent that on the date of the Employee’s termination of employment, the present value of the benefits payable under clauses (d)(1)(i) and (ii) hereof thereunder exceeds the limitation on severance benefits that is set forth in applicable regulations or other guidance Regulatory Bulletin 27b of the Office of Thrift Supervision (“OTS”)) and the OTS Thrift Activities Handbook Section 310, as in effect on the Effective Date. In the event that Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) becomes applicable to payments made under this Section 9(d), and the payments exceed the “Maximum Amount” as defined in Section 11(a)(110(a)(2) hereof, the payments shall be reduced as provided by in accordance with Section 11(a)(210(a)(2) of this Agreement.

Without Just Cause; Constructive Discharge. (1) The Board may, by written notice to the Employee, immediately terminate Employee’s his employment at any time for a reason other than Just Cause, in which event the Employee, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, shall be entitled to receive an amount equal to three (3) times the sum of (i) his Base Salary provided pursuant to Section 2 hereof, and (ii) the highest rate of bonus awarded to the Employee, pursuant to Section 3 hereof, at any time during the prior three years. In addition, the Employee shall be entitled to receive a lump sum payment in an amount equal to the present value of the Bank's contributions that would have been made on Employee's behalf under the Bank's tax-qualified retirement plans (including the 401(k) Plan, the profit sharing plan and the employee stock ownership plan) if he had continued working for the Bank for a thirty-six (36) month period following compensation his termination of employment earning the Base Salary that would have been achieved during the remaining unexpired term of this Agreement and benefits (unless making the maximum amount of employee contributions permitted, if any, under such plans. Upon an event of termination at any time for a reason other than Just Cause, the Employee will vest on the date of termination of employment in any outstanding unvested stock options or shares of restricted stock of the Company that have been awarded to him. Exhibit 10.1 Notwithstanding the foregoing, in the event such termination occurs after a Change in Control and within the time period set forth in Section 11(b10(a)(1) hereof, the benefits and compensation provided for in that Section 10 shall apply. All amounts payable to the Employee in cash, other than the lump sum payment to Employee in lieu of the Bank's contributions to the tax-qualified plans, shall be paid, at the option of the Employee, or his beneficiary or beneficiaries, or his estate, as applicable, either (I) in periodic payments through the Expiration Date, or (II) in one lump sum (adjusted to reflect the present value of such accelerated payment) within thirty (30) days of such termination. (2) The Employee may voluntarily terminate his employment under this Agreement within ninety (90) days following the occurrence of an event which constitutes "Constructive Discharge", and shall thereupon be entitled to receive the compensation and benefits payable under Section 9(d)(1) hereof (unless such voluntary termination occurs following a Change in Control as set forth under Section 10(b) in which event the benefits and compensation provided for in Section 11 10 shall apply): (i) The annual amount of base compensation under Section 2 ). For purposes of this Agreement at the rate then in effect; (ii) the amount of incentive compensation actually payable to the Employee under the Company’s incentive compensation program in effect during the Employee’s year of termination as if the Employee had not terminated employment during the incentive period prorated based on the number of days Employee was employed during the incentive period; providedSection 9, however, that any stock based compensation that would otherwise be issued in accordance with any incentive compensation program (i.e., options, stock grants, SARs, etc.) a Constructive Discharge shall instead be settled in a cash payment payable as set forth below; and (iii) continued participation under the Company’s benefit plans (other than the incentive compensation program) through the Expiration Date but only to the extent the Employee continues to qualify for participation therein, with the Company maintaining its same level of contributions as immediately prior to the termination; provided, however, that to the extent such benefits include payments for medical expenses that are allowable as a deduction under Code Section 213, the Company will maintain its same level of contributions as immediately prior to the termination but only during the period of time the Employee would be entitled to continuation coverage under the Company’s group health plan pursuant to Code Section 4980B (COBRA coverage). The Company will pay the amount due under subsection (d)(1)(i) to the Employee in a single lump sum cash payment within [45] days of the date of the Employee’s termination. The Company will pay the amount due under subsection (d)(1)(ii) to the Employee at the same time as the Company pays other participants in the applicable incentive compensation program but in no event later than the fifteenth day of the third month of the taxable year following the taxable year containing the last day of the applicable incentive period. (2) The Employee may voluntarily terminate employment under this Agreement, in which case the Employee will receive the compensation and benefits payable under Section 9(d)(1) hereof upon the occurrence of any of the following events which has not been consented to in advance in writing by the Employee in writing Employee: (unless such voluntary termination occurs within the time period set forth in Section 11(b) hereof in which event the benefits and compensation provided for in Section 11 shall apply): (i1) the requirement that the Employee move his personal residence, or perform his principal executive functions functions, more than 50 thirty-five (35) miles from Employee’s his primary office; (ii) a material reduction without reasonable cause in the Employee’s 's base compensation; (iii) any action the failure to increase the Employee's Base Salary or inaction that constitutes a material breach by to pay the Company Employee discretionary bonuses pursuant to Sections 2 and 3 of this Agreement; or (iv) the failure by the Bank to continue to provide the Employee with compensation and benefits provided for under this Agreement, as the same may be increased from time to time, or with benefits substantially similar to those provided to him under any of the employee benefit plans in which the Employee now or hereafter becomes a participant, or the taking of any action by the Bank which would directly or indirectly reduce any of such benefits or deprive the Employee of any material fringe benefit enjoyed by him; (v) the requirement that the Employee report directly to a person or persons other than the Board; (vi) the assignment to the Employee of duties and responsibilities materially different from those normally associated with his position as referenced at Section 1; (vii) a failure to elect or reelect the Employee to the Board of Directors of the Bank; (viii) a material diminution or reduction in the Employee’s duties, 's responsibilities or authority (including reporting responsibilities) in connection with his employment with the Company. The Company will pay all amounts due under this subsection (d)(2) to the Employee in a single lump sum cash payment within [45] days of the date of the Employee’s termination, provided: (i) Employee terminates his employment within two years of the initial existence of any event under this Section 9(d)(2); (ii) the Employee provides the Company notice of the existence of an event under this Section 9(d)(2); and (iii) after notice from the Employee of the existence of any event under this Section 9(d)(2), the Company does not remedy the condition within 30 daysBank. (3) Notwithstanding the foregoing, but only to the extent required under federal banking law, the amount payable under clause (d)(1)(id)(1) hereof shall be reduced to the extent that on the date of the Employee’s 's termination of employment, the present value of the benefits payable under clauses (d)(1)(i) and (ii) hereof thereunder exceeds the limitation on severance benefits that is set forth in applicable regulations or other guidance Regulatory Bulletin 27b of the Office of Thrift Supervision, and the Office of Thrift Supervision (“OTS”)Thrift Activities Handbook Section 310, as in effect on the Effective Date. In the event that Section 280G of the Internal Revenue Code of 1986, as amended (the “"Code”") becomes applicable to payments made under this Section 9(d), and the payments exceed the “"Maximum Amount” " as defined in Section 11(a)(110(a)(2) hereof, the payments shall be reduced as provided by in accordance with Section 11(a)(210(a)(2) of this Agreement.

Without Just Cause; Constructive Discharge. (1) The ------------------------------------------ Board may, by written notice to the Employee, immediately terminate Employee’s his employment at any time for a reason other than Just Cause, in which event the Employee shall be entitled to receive the following compensation and benefits (unless such termination occurs within the time period set forth in Section 11(b) hereof in which event the benefits and compensation provided for in Section 11 shall apply): (i) The annual amount of base compensation under the salary provided pursuant to Section 2 hereof, up to the date of termination of the term as provided in Section 5 hereof (including any renewal term) of this Agreement at (the rate then in effect; "Expiration Date"), plus said salary for an additional 12-month period, and (ii) at the Employee's election either (A) cash in an amount of incentive compensation actually payable equal to the cost to the Employee under of obtaining all health, life, disability and other benefits which the Company’s incentive compensation program Employee would have been eligible to participate in effect during through the Employee’s year Expiration Date based upon the benefit levels substantially equal to those that the Bank provided for the Employee at the date of termination as if the Employee had not terminated of employment during the incentive period prorated based on the number of days Employee was employed during the incentive period; provided, however, that any stock based compensation that would otherwise be issued in accordance with any incentive compensation program or (i.e., options, stock grants, SARs, etc.) shall instead be settled in a cash payment payable as set forth below; and (iiiB) continued participation under the Company’s such Bank benefit plans (other than the incentive compensation program) through the Expiration Date Date, but only to the extent the Employee continues to qualify for participation therein, with the Company maintaining its same level of contributions as immediately prior to the termination; provided, however, that to the extent such benefits include payments for medical expenses that are allowable as a deduction under Code Section 213, the Company will maintain its same level of contributions as immediately prior to the termination but only during the period of time the Employee would be entitled to continuation coverage under the Company’s group health plan pursuant to Code Section 4980B (COBRA coverage). The Company will pay the amount due under subsection (d)(1)(i) All amounts payable to the Employee in a single lump sum cash payment within [45] days of shall be paid, at the date option of the Employee’s , either (I) in periodic payments through the Expiration Date, or (II) in one lump sum within ten (10) days of such termination. The Company will pay the amount due under subsection (d)(1)(ii) to the Employee at the same time as the Company pays other participants in the applicable incentive compensation program but in no event later than the fifteenth day of the third month of the taxable year following the taxable year containing the last day of the applicable incentive period. (2) The Employee may voluntarily terminate his employment under this Agreement, in which case and the Employee will shall thereupon be entitled to receive the compensation and benefits payable under Section 9(d)(1) hereof upon hereof, within ninety (90) days following the occurrence of any of the following events events, which has not been consented to in advance by the Employee in writing (unless such voluntary termination occurs within the time period set forth in Section 11(b) hereof in which event the benefits and compensation provided for in Section 11 shall apply): (i) the requirement that the Employee move his personal residence, or perform his principal executive functions functions, more than 50 thirty (30) miles from Employee’s his primary office; (ii) a material reduction without reasonable cause in the Employee’s 's base compensation; (iii) the failure by the Bank to continue to provide the Employee with compensation and benefits provided for under this Agreement, as the same may be increased from time to time, or with benefits substantially similar to those provided to him under any of the employee benefit plans in which the Employee now or hereafter becomes a participant, or the taking of any action or inaction that constitutes a material breach by the Company Bank which would directly or indirectly reduce any of this Agreementsuch benefits or deprive the Employee of any material fringe benefit enjoyed by him; or (iv) the assignment to the Employee of duties and responsibilities materially different from those normally associated with his position as referenced at Section 1; (v) a failure to elect or reelect the Employee to the Board of Directors of the Bank; (vi) a material diminution or reduction in the Employee’s duties, 's responsibilities or authority (including reporting responsibilities) in connection with his employment with the Company. The Company will pay all amounts due under this subsection Bank; or (d)(2vii) to a material reduction in the Employee in a single lump sum cash payment within [45] days of the date secretarial or other administrative support of the Employee’s termination, provided: (i) Employee terminates his employment within two years of the initial existence of any event under this Section 9(d)(2); (ii) the Employee provides the Company notice of the existence of an event under this Section 9(d)(2); and (iii) after notice from the Employee of the existence of any event under this Section 9(d)(2), the Company does not remedy the condition within 30 days. (3) Notwithstanding the foregoing, but only to the extent required under federal banking law, the amount payable under clause (d)(1)(i) hereof shall be reduced to the extent that on the date of the Employee’s 's termination of employment, the present value of the benefits payable under clauses (d)(1)(i) and (ii) hereof exceeds the limitation on severance benefits that is set forth in applicable regulations or other guidance Regulatory Bulletin 27a of the Office of Thrift Supervision (“OTS”)Supervision, as in effect on the Effective Date. In the event that Section 280G of the Internal Revenue Code of 1986, as amended (the “"Code”") becomes applicable to payments made under this Section 9(d), and the payments exceed the “"Maximum Amount” " as defined in Section 11(a)(1) hereof, the payments shall be reduced as provided by Section 11(a)(2) of this Agreement.

Without Just Cause; Constructive Discharge. (1) The Board may, by written notice to the Employee, immediately terminate Employee’s her employment at any time for a reason other than Just Cause, in which event the Employee Employee, or in the event of her subsequent death, her beneficiary or beneficiaries, or her estate, as the case may be, as severance pay or liquidated damages, or both, shall be entitled to receive an amount equal to one and one-half (1 1/2) times (the "Multiplier") the sum of (i) her Base Salary provided pursuant to Section 2 hereof, and (ii) the highest rate of bonus awarded to the Employee, pursuant to Section 3 hereof, at any time during the prior three years. In addition, the Bank shall cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the Bank for the Employee prior to her termination, for eighteen (18) months (the "Period") from the date of termination. The Employee shall also be entitled to a lump sum payment in an amount equal to the present value of the Bank's contributions that would have been made on the Employee's behalf under the Bank's tax-qualified retirement plans (including the 401(k) Plan, the profit sharing plan and the employee stock ownership plan) if she had continued working for the Bank for a eighteen (18) month period following compensation her termination of employment, earning the Base Salary that would have been achieved during the remaining unexpired term of this Agreement and benefits making the maximum amount of employee contributions permitted, if any, under such plans. Upon an event of termination at any time for a reason other than Just Cause, the Employee will vest on the date of termination of employment in any outstanding unvested stock options or shares of restricted stock of the Company that have been awarded to her. Notwithstanding anything to the contrary herein, the Multiplier and the Period of payment of continued life, medical, dental and disability coverage shall be reviewed annually by the Board and the Board, in its sole discretion, may increase (unless but not decrease) the Multiplier and the Period in one-half percent (1/2%) and in six month increments, respectively, All amounts payable to the Employee in cash shall be paid in one lump sum (adjusted to reflect the present value of such accelerated payment) within thirty (30) days of such termination (or if Section 409A of the Internal Revenue Code ("Code") applies, on the first day of the seventh month following the Employee's termination of employment). Notwithstanding the foregoing, in the event such termination occurs after a Change in Control and within the time period set forth in Section 11(b10(a)(1) hereof, the benefits and compensation provided for in that Section 10 shall apply. (2) The Employee may voluntarily terminate her employment under this Agreement within ninety (90) days following the occurrence of an event which constitutes "Constructive Discharge", and shall thereupon be entitled to receive the compensation and benefits payable under Section 9(d)(1) hereof (unless such voluntary termination occurs following a Change in Control as set forth under Section 10(b) in which event the benefits and compensation provided for in Section 11 10 shall apply): (i) The annual amount of base compensation under Section 2 ). For purposes of this Agreement at the rate then in effect; (ii) the amount of incentive compensation actually payable to the Employee under the Company’s incentive compensation program in effect during the Employee’s year of termination as if the Employee had not terminated employment during the incentive period prorated based on the number of days Employee was employed during the incentive period; providedSection 9, however, that any stock based compensation that would otherwise be issued in accordance with any incentive compensation program (i.e., options, stock grants, SARs, etc.) a Constructive Discharge shall instead be settled in a cash payment payable as set forth below; and (iii) continued participation under the Company’s benefit plans (other than the incentive compensation program) through the Expiration Date but only to the extent the Employee continues to qualify for participation therein, with the Company maintaining its same level of contributions as immediately prior to the termination; provided, however, that to the extent such benefits include payments for medical expenses that are allowable as a deduction under Code Section 213, the Company will maintain its same level of contributions as immediately prior to the termination but only during the period of time the Employee would be entitled to continuation coverage under the Company’s group health plan pursuant to Code Section 4980B (COBRA coverage). The Company will pay the amount due under subsection (d)(1)(i) to the Employee in a single lump sum cash payment within [45] days of the date of the Employee’s termination. The Company will pay the amount due under subsection (d)(1)(ii) to the Employee at the same time as the Company pays other participants in the applicable incentive compensation program but in no event later than the fifteenth day of the third month of the taxable year following the taxable year containing the last day of the applicable incentive period. (2) The Employee may voluntarily terminate employment under this Agreement, in which case the Employee will receive the compensation and benefits payable under Section 9(d)(1) hereof upon the occurrence of any of the following events which has not been consented to in advance in writing by the Employee in writing Employee: (unless such voluntary termination occurs within the time period set forth in Section 11(b) hereof in which event the benefits and compensation provided for in Section 11 shall apply): (i1) the requirement that the Employee move her personal residence, or perform her principal executive functions functions, more than 50 thirty-five (35) miles from Employee’s her primary office; (ii) a material reduction without reasonable cause in the Employee’s 's base compensation; (iii) any action the failure to increase the Employee's Base Salary or inaction that constitutes a material breach by to pay the Company Employee discretionary bonuses pursuant to Sections 2 and 3 of this Agreement; or (iv) the failure by the Bank to continue to provide the Employee with compensation and benefits provided for under this Agreement, as the same may be increased from time to time, or with benefits substantially similar to those provided to her under any of the employee benefit plans in which the Employee now or hereafter becomes a participant, or the taking of any action by the Bank which would directly or indirectly reduce any of such benefits or deprive the Employee of any material fringe benefit enjoyed by her; (v) the requirement that the Employee report directly to a person or persons other than the Board; (vi) the assignment to the Employee of duties and responsibilities materially different from those normally associated with her position as referenced at Section 1; (vii) a material diminution or reduction in the Employee’s duties, 's responsibilities or authority (including reporting responsibilities) in connection with his her employment with the Company. The Company will pay all amounts due under this subsection (d)(2) to the Employee in a single lump sum cash payment within [45] days of the date of the Employee’s termination, provided: (i) Employee terminates his employment within two years of the initial existence of any event under this Section 9(d)(2); (ii) the Employee provides the Company notice of the existence of an event under this Section 9(d)(2); and (iii) after notice from the Employee of the existence of any event under this Section 9(d)(2), the Company does not remedy the condition within 30 daysBank. (3) Notwithstanding the foregoing, but only to the extent required under federal banking law, the amount payable under clause (d)(1)(id)(1) hereof shall be reduced to the extent that on the date of the Employee’s 's termination of employment, the present value of the benefits payable under clauses (d)(1)(i) and (ii) hereof thereunder exceeds the limitation on severance benefits that is set forth in applicable regulations or other guidance Section 310 of the Regulatory Handbook of the Office of Thrift Supervision (“OTS”)Supervision, as in effect on the Effective Date. In the event that Section 280G of the Internal Revenue Code of 1986, as amended (the “"Code”") becomes applicable to payments made under this Section 9(d), and the payments exceed the “"Maximum Amount” " as defined in Section 11(a)(110(a)(2) hereof, the payments shall be reduced as provided by in accordance with Section 11(a)(210(a)(2) of this Agreement.