Common use of Term and Duties Clause in Contracts

Term and Duties. (a) The term of this Agreement and the period of Executive’s employment hereunder shall begin as of the Effective Date and shall continue for thirty-six (36) full calendar months thereafter. Commencing on the first anniversary date following the Effective Date and continuing on each anniversary date thereafter (the “Anniversary Date”), this Agreement shall renew for an additional year such that the remaining term shall be thirty-six (36) months, provided, however, that in order for this Agreement to renew, the disinterested members of the Board of Directors of the Bank (the “Board”) must take the following actions within the time frames set forth below prior to each Anniversary Date: (i) at least sixty (60) days prior to the Anniversary Date, conduct a comprehensive performance evaluation and review of Executive for purposes of determining whether to extend this Agreement; and (ii) affirmatively approve the renewal or non-renewal of this Agreement, which such decision shall be included in the minutes of the Board’s meeting. If the decision of such disinterested members of the Board is not to renew this Agreement, then the Board shall provide Executive with a written notice of non-renewal (“Non-Renewal Notice”) at least thirty (30) days and not more than sixty (60) days prior to any Anniversary Date, such that this Agreement shall terminate at the end of thirty-six (36) months following such Anniversary Date. The failure of the disinterested members of the Board to take the actions set forth herein before any Anniversary Date will result in the automatic non-renewal of this Agreement, even if the Board fails to affirmatively issue the Non-Renewal Notice to Executive. If the Board fails to inform Executive of its determination regarding the renewal or non-renewal of this Agreement, the Executive may request, in writing, the results of the Board’s action (or non-action) and the Board shall, within thirty (30) days of the receipt of such request, provide a written response to Executive. Reference herein to the term of this Agreement shall refer to both such initial term and such extended terms.

Term and Duties. (a) The term of this Agreement and the period of Executive’s employment hereunder shall begin as of the Effective Date and shall continue for thirty-six (36) full calendar months thereafterthrough January 1, 2019. Commencing on January 1, 2018 (the first anniversary date following the Effective Date “Renewal Date”) and continuing on each anniversary date January 1st thereafter (the each a “Anniversary Renewal Date”), this Agreement shall renew for an additional year such that the remaining term shall be thirtytwenty-six four (3624) months, provided, however, that in order for this Agreement to renew, the disinterested members of the Board of Directors of the Bank (the “Board”) must take the following actions within the time frames set forth below prior to each Anniversary Renewal Date: (i) at least sixty (60) days prior to the Anniversary Renewal Date, conduct a comprehensive performance evaluation and review of Executive for purposes of determining whether to extend this Agreement; and (ii) affirmatively approve the renewal or non-renewal of this Agreement, which such decision shall be included in the minutes of the Board’s meeting. If the decision of such disinterested members of the Board is not to renew this Agreement, then the Board shall provide Executive with a written notice of non-renewal (“Non-Renewal Notice”) at least thirty (30) days and not more than sixty (60) days prior to any Anniversary Renewal Date, such that this Agreement shall terminate at the end of thirtytwenty-six four (3624) months following such Anniversary Renewal Date. The failure of the disinterested members of the Board to take the actions set forth herein before any Anniversary Renewal Date will result in the automatic non-renewal of this Agreement, even if the Board fails to affirmatively issue the Non-Renewal Notice to Executive. If the Board fails to inform Executive of its determination regarding the renewal or non-renewal of this Agreement, the Executive may request, in writing, the results of the Board’s action (or non-action) and the Board shall, within thirty (30) days of the receipt of such request, provide a written response to Executive. Reference herein to the term of this Agreement shall refer to both such initial term and such extended terms.

Term and Duties. (a) The term of this Agreement and the period of Executive’s employment hereunder shall begin as of the Effective Date and shall continue for thirty-six (36) full calendar months thereafterthrough January 1, 2019. Commencing on January 1, 2018 (the first anniversary date following the Effective Date “Renewal Date”) and continuing on each anniversary date January 1st thereafter (the each a “Anniversary Renewal Date”), this Agreement shall renew for an additional year such that the remaining term shall be thirtytwenty-six four (3624) months, provided, however, that in order for this Agreement to renew, the disinterested members of the Board of Directors of the Bank Company (the “Board”) must take the following actions within the time frames set forth below prior to each Anniversary Renewal Date: (i) at least sixty (60) days prior to the Anniversary Renewal Date, conduct a comprehensive performance evaluation and review of Executive for purposes of determining whether to extend this Agreement; and (ii) affirmatively approve the renewal or non-renewal of this Agreement, which such decision shall be included in the minutes of the Board’s meeting. If the decision of such disinterested members of the Board is not to renew this Agreement, then the Board shall provide Executive with a written notice of non-renewal (“Non-Renewal Notice”) at least thirty (30) days and not more than sixty (60) days prior to any Anniversary Renewal Date, such that this Agreement shall terminate at the end of thirtytwenty-six four (3624) months following such Anniversary Renewal Date. The failure of the disinterested members of the Board to take the actions set forth herein before any Anniversary Renewal Date will result in the automatic non-renewal of this Agreement, even if the Board fails to affirmatively issue the Non-Renewal Notice to Executive. If the Board fails to inform Executive of its determination regarding the renewal or non-renewal of this Agreement, the Executive may request, in writing, the results of the Board’s action (or non-action) and the Board shall, within thirty (30) days of the receipt of such request, provide a written response to Executive. Reference herein to the term of this Agreement shall refer to both such initial term and such extended terms.

Term and Duties. (a) The term of this Agreement and the period of Executive’s employment hereunder shall begin as of the Effective Date and shall continue for thirty-six (36) full calendar months thereafter. Commencing on the first anniversary date following the Effective Date and continuing on each anniversary date thereafter (the “Anniversary Date”), this Agreement shall renew for an additional year such that the remaining term shall be thirty-six (36) months, provided, however, that in order for this Agreement to renew, the disinterested members of the Board of Directors of the Bank (the “Board”) must take the following actions within the time frames set forth below prior to each Anniversary Date: non-renewal notice period (as described in the next sentence): (i) at least sixty (60) days prior to the Anniversary Date, conduct a comprehensive performance evaluation and review of Executive for purposes of determining whether to extend this Agreement; and (ii) affirmatively approve the renewal or non-renewal of this Agreement, which such decision shall be included in the minutes of the Board’s meeting. If the decision of such disinterested members of the Board is not to renew this Agreement, then the Board shall provide Executive with a written notice of non-renewal (“Non-Renewal Notice”) at least thirty (30) days and not more than sixty (60) days prior to any Anniversary Date, such that this Agreement shall terminate at the end of twelve (12) months following such Anniversary Date. Notwithstanding the foregoing, in the event that at any time prior to the Anniversary Date the Bank or the Bank’s stock holding company (hereinafter referred to as the “Company”) has entered into an agreement to effect a transaction which would be considered a Change in Control as defined under Section 5 hereof, then the term of this Agreement shall be extended for thirty-six (36) months following such Anniversary Date. The failure of the disinterested members of date on which the Board to take the actions set forth herein before any Anniversary Date will result Change in the automatic non-renewal of this Agreement, even if the Board fails to affirmatively issue the Non-Renewal Notice to Executive. If the Board fails to inform Executive of its determination regarding the renewal or non-renewal of this Agreement, the Executive may request, in writing, the results of the Board’s action (or non-action) and the Board shall, within thirty (30) days of the receipt of such request, provide a written response to Executive. Reference herein to the term of this Agreement shall refer to both such initial term and such extended termsControl occurs.

Term and Duties. (a) The term of this Agreement and the period of Executive’s employment hereunder shall begin as of the Effective Date and shall continue for thirty-six (36) full calendar months thereafter. Commencing on the first anniversary date following of the Effective Date and continuing on each anniversary date thereafter (the “Anniversary Date”), this Agreement shall renew for an additional year such that the remaining term shall be thirty-six (36) months, provided, however, that in order for this Agreement to renew, the disinterested members of the Board of Directors of the Bank (the “Board”) must take the following actions within the time frames set forth below prior to each Anniversary Date: non-renewal notice period (as described in the next sentence): (i) at least sixty (60) days prior to the Anniversary Date, conduct a comprehensive performance evaluation and review of Executive for purposes of determining whether to extend this Agreement; and (ii) affirmatively approve the renewal or non-renewal of this Agreement, which such decision shall be included in the minutes of the Board’s meeting. If the decision of such disinterested members of the Board is not to renew this Agreement, then the Board shall provide Executive with a written notice of non-renewal (“Non-Renewal Notice”) at least thirty (30) days and not more than sixty (60) days prior to any Anniversary Date, such that this Agreement shall terminate at the end of twenty-four (24) months following such Anniversary Date. Notwithstanding the foregoing, in the event that at any time prior to the Anniversary Date the Bank or the Bank’s stock holding company (hereinafter referred to as the “Company”) has entered into an agreement to effect a transaction which would be considered a Change in Control as defined under Section 5 hereof, then the term of this Agreement shall be extended for thirty-six (36) months following such Anniversary Date. The failure of the disinterested members of date on which the Board to take the actions set forth herein before any Anniversary Date will result Change in the automatic non-renewal of this Agreement, even if the Board fails to affirmatively issue the Non-Renewal Notice to Executive. If the Board fails to inform Executive of its determination regarding the renewal or non-renewal of this Agreement, the Executive may request, in writing, the results of the Board’s action (or non-action) and the Board shall, within thirty (30) days of the receipt of such request, provide a written response to Executive. Reference herein to the term of this Agreement shall refer to both such initial term and such extended termsControl occurs.

Term and Duties. (a) The term of this Agreement and the period of Executive’s employment hereunder shall begin as of the Effective Date and shall continue for thirty-six (36) full calendar months thereafter. Commencing on the first anniversary date following the Effective Date and continuing on each anniversary date thereafter (the “Anniversary Date”), this Agreement shall renew for an additional year such that the remaining term shall be thirty-six (36) months, provided, however, that in order for this Agreement to renew, the disinterested members of the Board of Directors of the Bank (the “Board”) must take the following actions within the time frames set forth below prior to each Anniversary Date: (i) at least sixty (60) days prior to the Anniversary Date, conduct a comprehensive performance evaluation and review of Executive for purposes of determining whether to extend this Agreement; and (ii) affirmatively approve the renewal or non-renewal of this Agreement, which such decision shall be included in the minutes of the Board’s meeting. If the decision of such disinterested members of the Board is not to renew this Agreement, then the Board shall provide Executive with a written notice of non-renewal (“Non-Renewal Notice”) at least thirty (30) days and not more than sixty (60) days prior to any Anniversary Date, such that this Agreement shall terminate at the end of thirty-six (36) months following such Anniversary Date. The failure of Notwithstanding the disinterested members of the Board to take the actions set forth herein before any Anniversary Date will result foregoing, in the automatic non-renewal of this Agreementevent that the Bank or the Company has entered into an agreement to effect a transaction which would be considered a Change in Control as defined under Section 5 hereof, even if the Board fails to affirmatively issue the Non-Renewal Notice to Executive. If the Board fails to inform Executive of its determination regarding the renewal or non-renewal of this Agreement, the Executive may request, in writing, the results of the Board’s action (or non-action) and the Board shall, within thirty (30) days of the receipt of such request, provide a written response to Executive. Reference herein to then the term of this Agreement shall refer to both such initial term and such automatically be extended termsfor thirty-six (36) months following the date on which the Change in Control occurs.

Term and Duties. (a) The term of this Agreement and the period of Executive’s employment hereunder shall begin as of the Effective Date and shall shall, initially, continue for thirty-six (36) full calendar months thereafterthrough the second anniversary of the Effective Date. Commencing on January 1, 2021 (the first anniversary date following the Effective Date “Renewal Date”) and continuing on each anniversary date January 1st thereafter (the each a “Anniversary Renewal Date”), this Agreement shall renew for an additional year such that the remaining term shall be thirtytwenty-six four (3624) months, provided, however, that in order for this Agreement to renew, the disinterested members of the Board of Directors of the Bank (the “Board”) must take the following actions within the time frames set forth below prior to each Anniversary Renewal Date: (i) at least sixty (60) days prior to the Anniversary Renewal Date, conduct a comprehensive performance evaluation and review of Executive for purposes of determining whether to extend this Agreement; and (ii) affirmatively approve the renewal or non-renewal of this Agreement, which such decision shall be included in the minutes of the Board’s meeting. If the decision of such disinterested members of the Board is not to renew this Agreement, then the Board shall provide Executive with a written notice of non-renewal (“Non-Renewal Notice”) at least thirty (30) days and not more than sixty (60) days prior to any Anniversary Renewal Date, such that this Agreement shall terminate at the end of thirtytwenty-six four (3624) months following such Anniversary Renewal Date. The failure of the disinterested members of the Board to take the actions set forth herein before any Anniversary Renewal Date will result in the automatic non-renewal of this Agreement, even if the Board fails to affirmatively issue the Non-Renewal Notice to Executive. If the Board fails to inform Executive of its determination regarding the renewal or non-renewal of this Agreement, the Executive may request, in writing, the results of the Board’s action (or non-action) and the Board shall, within thirty (30) days of the receipt of such request, provide a written response to Executive. Reference herein to the term of this Agreement shall refer to both such initial term and such extended terms.

Term and Duties. (a) The term of this Agreement and the period of Executive’s employment hereunder shall begin as of the Effective Date and shall shall, initially, continue for thirty-six (36) full calendar months thereafterthrough the second anniversary of the Effective Date. Commencing on January 1, 2021 (the first anniversary date following the Effective Date “Renewal Date”) and continuing on each anniversary date January 1st thereafter (the each a “Anniversary Renewal Date”), this Agreement shall renew for an additional year such that the remaining term shall be thirtytwenty-six four (3624) months, provided, however, that in order for this Agreement to renew, the disinterested members of the Board of Directors of the Bank Company (the “Board”) must take the following actions within the time frames set forth below prior to each Anniversary Renewal Date: (i) at least sixty (60) days prior to the Anniversary Renewal Date, conduct a comprehensive performance evaluation and review of Executive for purposes of determining whether to extend this Agreement; and (ii) affirmatively approve the renewal or non-renewal of this Agreement, which such decision shall be included in the minutes of the Board’s meeting. If the decision of such disinterested members of the Board is not to renew this Agreement, then the Board shall provide Executive with a written notice of non-renewal (“Non-Renewal Notice”) at least thirty (30) days and not more than sixty (60) days prior to any Anniversary Renewal Date, such that this Agreement shall terminate at the end of thirtytwenty-six four (3624) months following such Anniversary Renewal Date. The failure of the disinterested members of the Board to take the actions set forth herein before any Anniversary Renewal Date will result in the automatic non-renewal of this Agreement, even if the Board fails to affirmatively issue the Non-Renewal Notice to Executive. If the Board fails to inform Executive of its determination regarding the renewal or non-renewal of this Agreement, the Executive may request, in writing, the results of the Board’s action (or non-action) and the Board shall, within thirty (30) days of the receipt of such request, provide a written response to Executive. Reference herein to the term of this Agreement shall refer to both such initial term and such extended terms.

Term and Duties. (a) The term Employer hereby agrees to employ the Executive as the Chief Financial Officer of this Agreement the Company commencing on the date hereof and the continuing for a period of Executive’s employment hereunder shall begin as one (1) year from the date hereof (the "INITIAL TERM") or until terminated in accordance with this Section 1 or Section 4. Unless terminated by written notice delivered at least thirty (30) days prior to the expiration of the Effective Date and Initial Term, the Executive's employment shall continue for thirty-six successive one (361) full calendar months thereafter. Commencing on year terms (each one (1) year term hereinafter referred to as a "SUBSEQUENT TERM" and together with the first anniversary date following the Effective Date and continuing on each anniversary date thereafter (the “Anniversary Date”), this Agreement shall renew for an additional year such that the remaining term shall be thirty-six (36) months, provided, however, that in order for this Agreement to renewInitial Term, the disinterested members "TERM") until terminated by written notice delivered at least thirty (30) days prior to the expiration of the Subsequent Term in question (it being understood that any termination by the Employer pursuant to this sentence shall not be considered a termination by the Employer other than for Cause for purposes of Section 5(c) hereof). Subject to the provisions of this Agreement, during the Term, the Executive shall 112 devote her best efforts and abilities to the performance of the Executive's duties on behalf of the Employer and to the promotion of its interests, consistent with and subject to, the direction and control of the Board of Directors of the Bank Company (the “Board”) must take the following actions within the time frames set forth below prior to each Anniversary Date: (i) at least sixty (60) days prior to the Anniversary Date, conduct a comprehensive performance evaluation and review of Executive for purposes of determining whether to extend this Agreement; and (ii) affirmatively approve the renewal or non-renewal of this Agreement, which such decision shall be included in the minutes of the Board’s meeting. If the decision of such disinterested members of the Board is not to renew this Agreement, then the Board shall provide Executive with a written notice of non-renewal (“Non-Renewal Notice”) at least thirty (30) days and not more than sixty (60) days prior to any Anniversary Date, such that this Agreement shall terminate at the end of thirty-six (36) months following such Anniversary Date. The failure of the disinterested members of the Board to take the actions set forth herein before any Anniversary Date will result in the automatic non-renewal of this Agreement, even if the Board fails to affirmatively issue the Non-Renewal Notice to Executive. If the Board fails to inform Executive of its determination regarding the renewal or non-renewal of this Agreement, the Executive may request, in writing, the results of the Board’s action (or non-action"BOARD") and the Board shall, within thirty (30) days President of the receipt Company (the "PRESIDENT"). The Executive shall devote no less than twenty-five (25) hours per week of such requesther business time, provide a written response to Executive. Reference herein energies, attention and abilities to the term operation of this Agreement the Business. The Executive's services shall refer be performed during administrative hours substantially in Oceanside, New York. The Executive shall be entitled to both maintain her current office in the Oceanside premises (so long as the business of the Company is located in Oceanside, New York), together with the office furniture, furnishings and business equipment currently located therein. The Executive shall be entitled to the services of an executive secretary. The Executive shall be entitled to no less than four (4) weeks of vacation time per year. The Executive shall not be required to undertake any overnight business travel at the same time that Robert Allen is also undertakxxx xxxxxxxxt business travel, and, in any case, such initial term and such extended termsovernight business travel shall be for a reasonably minimum period of time.

Term and Duties. (a) The term of this Agreement Employers hereby agree to employ Executive for the two-year period commencing on January 1, 2006 and the period of Executive’s employment hereunder shall begin as of the Effective Date and shall continue for thirty-six (36) full calendar months thereafter. Commencing ending on the first anniversary date following the Effective Date and continuing on each anniversary date thereafter December 31, 2007 (the “Anniversary Date”), this Agreement shall renew for an additional year such that the remaining term shall be thirty-six (36) months, provided, however, that in order for this Agreement to renew, the disinterested members of the Board of Directors of the Bank (the “BoardInitial Term”) must take the following actions within the time frames set forth below prior to each Anniversary Date: (i) at least sixty (60) days prior to the Anniversary Date, conduct a comprehensive performance evaluation and review of Executive for purposes of determining whether to extend or until terminated in accordance with this Agreement; and (ii) affirmatively approve the renewal Section 1 or non-renewal of this Agreement, which such decision shall be included in the minutes of the Board’s meetingSection 5. If the decision of such disinterested members of the Board is not to renew this Agreement, then the Board shall provide Executive with a Unless terminated by written notice of non-renewal (“Non-Renewal Notice”) delivered at least thirty (30) days and not more than sixty (60) days prior to any Anniversary Date, such that this Agreement shall terminate at the end of thirty-six (36) months following such Anniversary Date. The failure expiration of the disinterested members of Initial Term, Executive’s employment shall continue for successive one (1) year terms (each one (1) year term hereinafter referred to as a “Subsequent Term” and together with the Board to take the actions set forth herein before any Anniversary Date will result in the automatic non-renewal of this Agreement, even if the Board fails to affirmatively issue the Non-Renewal Notice to Executive. If the Board fails to inform Executive of its determination regarding the renewal or non-renewal of this AgreementInitial Term, the Executive may request, in writing, the results of the Board’s action (or non-action“Term”) and the Board shall, within until terminated by written notice delivered at least thirty (30) days prior to the expiration of the receipt Subsequent Term. For the period commencing on January 1, 2006 and continuing until December 31, 2006 (or such earlier date (the “Promotion Date”) as Xxxx Xxxxxx is appointed successor Chief Executive Officer of the Employers), Executive shall serve as the Chief Executive Officer of the Employers. Commencing with the Promotion Date or January 1, 2007, whichever is earlier, and continuing for the remainder of the Term, Executive shall serve as the Chairman of the Boards of Directors (the “Board”) of the Employers. The Employers and Executive shall agree on the date (the “Designation Date”) on which the Employers shall announce Xxxx Xxxxxx as CEO designate. Subject to the provisions of this Agreement, during the Term, Executive shall devote his best efforts and abilities to the performance of Executive’s duties on behalf of Employers and to the promotion of its interests consistent with Executive’s offices and positions with the Employers and subject to the direction and control of the Board. Until the Promotion Date, Executive shall devote substantially all of his business time, energies, attention and abilities to the operation of the business of Employers and shall not be actively involved in any other trade or business or as an employee of any other trade or business except if such requestother trade or business does not entail, on the average, over ten (10) hours per week and in the aggregate, no more than forty (40) hours in any month and does not in any way affect or impair the performance of Executive’s duties or responsibilities hereunder. Executive’s services shall be performed during administrative hours substantially in Scranton, Pennsylvania, and Executive shall not be required to be absent from the Scranton, Pennsylvania area more than five (5) business days during any calendar month. During the period Executive serves as Chairman of the Board, Executive shall devote the amount of time necessary to perform duties customarily associated with the position of Chairman of the Board, including being available to other directors and senior management to discuss the business and operations of Employers, provide a written response to Executive. Reference herein to guidance, consider strategic alternatives and help establish the term of this Agreement shall refer to both such initial term and such extended termsagenda for Board meetings.

Term and Duties. (a) The term of this Agreement and the period of Executive’s employment hereunder shall begin as of the Effective Date and shall continue for thirtytwenty-six four (3624) full calendar months thereafter. Commencing on the first anniversary date following the Effective Date and continuing on each anniversary date thereafter (the “Anniversary Date”), this Agreement shall renew for an additional year such that the remaining term shall be thirtytwenty-six four (3624) months, provided, however, that in order for this Agreement to renew, the disinterested members of the Board of Directors of the Bank (the “Board”) must take the following actions within the time frames set forth below prior to each Anniversary Date: (i) at least sixty (60) days prior to the Anniversary Date, conduct a comprehensive performance evaluation and review of Executive for purposes of determining whether to extend this Agreement; and (ii) affirmatively approve the renewal or non-renewal of this Agreement, which such decision shall be included in the minutes of the Board’s meeting. If the decision of such disinterested members of the Board is not to renew this Agreement, then the Board shall provide Executive with a written notice of non-renewal (“Non-Renewal Notice”) at least thirty (30) days and not more than sixty (60) days prior to any Anniversary Date, such that this Agreement shall terminate at the end of thirtytwenty-six four (3624) months following such Anniversary Date. The failure of the disinterested members of the Board to take the actions set forth herein before any Anniversary Date will result in the automatic non-renewal of this Agreement, even if the Board fails to affirmatively issue the Non-Renewal Notice to Executive. If the Board fails to inform Executive of its determination regarding the renewal or non-renewal of this Agreement, the Executive may request, in writing, the results of the Board’s action (or non-action) and the Board shall, within thirty (30) days of the receipt of such request, provide a written response to Executive. Reference herein to the term of this Agreement shall refer to both such initial term and such extended terms.

Term and Duties. (a) The term of this Agreement and the period of Executive’s employment hereunder shall begin as of the Effective Date and shall continue for thirtytwenty-six four (3624) full calendar months thereafter. Commencing on the first anniversary date following the Effective Date and continuing on each anniversary date thereafter (the “Anniversary Date”), this Agreement shall renew for an additional year such that the remaining term shall be thirtytwenty-six four (3624) months, provided, however, that in order for this Agreement to renew, the disinterested members of the Board of Directors of the Bank Company (the “Board”) must take the following actions within the time frames set forth below prior to each Anniversary Date: (i) at least sixty (60) days prior to the Anniversary Date, conduct a comprehensive performance evaluation and review of Executive for purposes of determining whether to extend this Agreement; and (ii) affirmatively approve the renewal or non-renewal of this Agreement, which such decision shall be included in the minutes of the Board’s meeting. If the decision of such disinterested members of the Board is not to renew this Agreement, then the Board shall provide Executive with a written notice of non-renewal (“Non-Renewal Notice”) at least thirty (30) days and not more than sixty (60) days prior to any Anniversary Date, such that this Agreement shall terminate at the end of thirtytwenty-six four (3624) months following such Anniversary Date. The failure of the disinterested members of the Board to take the actions set forth herein before any Anniversary Date will result in the automatic non-renewal of this Agreement, even if the Board fails to affirmatively issue the Non-Renewal Notice to Executive. If the Board fails to inform Executive of its determination regarding the renewal or non-renewal of this Agreement, the Executive may request, in writing, the results of the Board’s action (or non-action) and the Board shall, within thirty (30) days of the receipt of such request, provide a written response to Executive. Reference herein to the term of this Agreement shall refer to both such initial term and such extended terms.

Term and Duties. (a) The term of this Agreement Employer shall employ the Employee, and the period of Executive’s employment hereunder Employee shall begin serve the Employer, as President and Chief Operating Officer of the Effective Date and shall continue Employer for thirty-six the Term (36) full calendar months thereafteras hereinafter defined). Commencing on During the first anniversary date following the Effective Date and continuing on each anniversary date thereafter (the “Anniversary Date”), this Agreement shall renew for an additional year such that the remaining term shall be thirty-six (36) months, provided, however, that in order for this Agreement to renewTerm, the disinterested members Employee shall perform and discharge, faithfully, diligently and to the best of his ability, the duties and responsibilities as President and Chief Operating Officer and in conformity with the directions of the Board of Directors of the Bank Employer (the “"Board”") must take the following actions within the time frames set forth below prior to each Anniversary Date: (i) at least sixty (60) days prior or its designee and shall devote to the Anniversary Date, conduct a comprehensive performance evaluation of such duties and review responsibilities his full time and attention. The Employee shall be excused from performing any services hereunder during periods of Executive temporary disability and during vacations in accordance with the Employer's disability and vacation policies. (See Exhibit A for Vacation Policy). For purposes of determining whether to extend this Agreement; and (ii) affirmatively approve the renewal or non-renewal of this Agreement, which such decision "Term" means the period commencing on July 1, 1997 and ending on January 31, 2001. Notwithstanding the foregoing, the Employer may, by written notice to the Employee, elect to extend the Term beyond January 31, 2001, and if the Employer so elects, the Term shall be included in extended on the minutes date of such election and on each day thereafter ("Renewal Date") to the third anniversary of such Renewal Date unless on or before any Renewal Date the Employer shall give notice to the Employee that the Term shall not be so extended. (Therefore, if the Employer, prior to January 31, 2000, shall give notice to the Employee that the Term shall not be extended, the expiration date of the Term shall remain January 31, 2001. If, however, the Employer gives notice to the Employee on or after January 31, 2000 that the expiration date of the Term shall not be extended, the expiration date of the Term shall be the third anniversary of the date such notice is given.) References to the Term shall be deemed to refer the Term as extended from time to time. The Employer shall also, acting through the Board, seek to obtain the Board's nomination of the Employee as a member of the Board’s meeting. If , but the decision of such disinterested members of the Board is not to renew this Agreement, then the Board shall provide Executive with a written notice of non-renewal (“Non-Renewal Notice”) at least thirty (30) days and not more than sixty (60) days prior to any Anniversary Date, such that this Agreement shall terminate at the end of thirty-six (36) months following such Anniversary Date. The failure of the disinterested members of Employee to be elected as a director by the Board to take the actions set forth herein before any Anniversary Date will result in the automatic non-renewal of this Agreement, even if the Board fails to affirmatively issue the Non-Renewal Notice to Executive. If the Board fails to inform Executive of its determination regarding the renewal or non-renewal of this Agreement, the Executive may request, in writing, the results of the Board’s action (or non-action) and the Board shall, within thirty (30) days of the receipt of such request, provide stockholders shall not constitute a written response to Executive. Reference herein to the term breach of this Agreement shall refer to both such initial term and such extended termsby the Employer.