Common use of Involuntary Termination Clause in Contracts

Involuntary Termination. If the Employee’s employment is terminated (A) by the Company other than for Cause or (B) voluntarily by the Employee for Good Reason, then Employee shall be entitled to receive the following benefits: (i) monthly severance payments during the period from the date of the Employee’s termination until the date twenty-four (24) months after the effective date of the termination (the “Severance Period”) equal to the monthly salary which the Employee was receiving immediately prior to the Change of Control; (ii) monthly severance payments during the Severance Period equal to 1/12th of the Employee’s “target bonus” (as defined herein) for the fiscal year in which the termination occurs for each month in which severance payments are made to the Employee pursuant to subsection (i) above ; (iii) the pro-rated amount of the Employee’s “target bonus” for the fiscal year in which the termination occurs, calculated based on the number of months during such fiscal year in which the Employee was employed by the Company (or a successor corporation) with such payment being made on the termination date; (iv) reimbursement for premiums paid for continued health benefits for Employee (and any eligible dependents) under the Company’s health plans until the earlier of (a) twenty-four (24) months, payable when such premiums are due (provided Employee validly elects to continue coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), or (b) the date upon which Employee and Employee’s eligible dependents become covered under similar plans; and (v) outplacement services with a total value not to exceed Twenty Thousand Dollars ($20,000), to be provided within the Severance Period. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period in accordance with the Company’s standard payroll practices.

Involuntary Termination. If the Employee’s 's employment is terminated (A) by the Company as a result of an Involuntary Termination other than for Cause or (B) voluntarily by Cause, the Employee for Good Reason, then Employee shall be entitled to receive the following benefits: (i) monthly severance payments during the period from the date of the Employee’s 's termination until the date twenty-four (24) 12 months after the effective date of the termination (the “"Severance Period”") equal to the monthly salary which the Employee was receiving immediately prior to the Change of Control; (ii) monthly severance payments during the Severance Period equal to 1/12th of the Employee’s “'s "target bonus” " (as defined hereinbelow) for the fiscal year in which the termination occurs for each month in which severance payments are made to the Employee pursuant to subsection (i) above above; (iii) the pro-rated amount of the Employee’s “'s "target bonus” " for the fiscal year in which the termination occurs, calculated based on the number of months during such fiscal year in which the Employee was employed by the Company (or a successor corporation) with such payment being made on the termination date; (iv) reimbursement continuation of benefits through the end of the Severance Period substantially identical to those to which the Employee was entitled immediately prior to the Change of Control; (v) full and immediate vesting of each unvested stock option granted for premiums paid for continued health benefits for Employee (and any eligible dependents) under the Company’s health plans until 's securities held by the earlier of (a) twenty-four (24) months, payable when such premiums are due (provided Employee validly elects to continue coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), or (b) on the date upon of termination so that each such option shall be exercisable in full on the termination date in accordance with the provisions of the Option Agreement and Plan pursuant to which Employee and Employee’s eligible dependents become covered under similar planssuch option was granted; and (vvi) outplacement services with a total value not to exceed Twenty Thousand Dollars ($20,000), to be provided within the Severance Period15,000. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period in accordance with the Company’s 's standard payroll practices. For purposes of this Agreement, the term "target bonus" shall mean that percentage of the Employee's base salary that is prescribed by the Company under its Management Bonus Program as the percentage of such base salary payable to the Company as a bonus if the Company pays bonuses at one-hundred percent (100%) of its operating plan.

Involuntary Termination. If Subject to your continued compliance with the Employee’s terms of this letter agreement, in the event of termination of your employment is terminated (A) by the Company other than for Cause Cause, or (B) voluntarily by in the Employee event of your termination of employment for Good ReasonReason in either case outside the Change in Control period stated in Section 5(b), then and provided you execute and not revoke an effective Employee shall be entitled to receive Release (as defined below), the following benefits: Company will (i) monthly severance payments during continue to pay you your base salary in effect at the time of such termination (disregarding any decrease that forms the basis of a resignation for Good Reason pursuant to Section 4(b)(ii)) for a period of six (6) months from and after the date of termination with such installments to commence on the Employee’s termination until the first regularly-scheduled Company payroll date twenty-four (24your signed Employee Release pursuant to Section 5(c) months after the is effective date of the termination (the “Severance Period”) equal to the monthly salary which the Employee was receiving immediately prior to the Change of Controland irrevocable; and (ii) monthly severance payments during the Severance Period equal if you elect to 1/12th of the Employee’s “target bonus” (as defined herein) for the fiscal year in which the termination occurs for each month in which severance payments are made receive continued healthcare coverage pursuant to the Employee pursuant to subsection (i) above ; (iii) the pro-rated amount provisions of the Employee’s “target bonus” for the fiscal year in which the termination occursCOBRA, calculated based on the number of months during such fiscal year in which the Employee was employed by the Company (shall directly pay, or a successor corporation) with such payment being made on reimburse you for, the termination date; (iv) reimbursement premium for premiums paid for continued health benefits for Employee (you and any eligible dependents) under the Company’s health plans until your covered dependents through the earlier of (ai) twenty-four a period of six (246) monthsmonths from and after the date of your termination and (ii) the date you and your covered dependents, payable when such premiums are due (provided Employee validly elects to continue if any, become eligible for healthcare coverage under another employer’s plan(s). Notwithstanding the Consolidated Omnibus Budget Reconciliation Act foregoing, (i) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A (“COBRASection 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”) under Treasury Regulation Section 1.409A-1(a)(5), or (bii) the date upon which Employee and Employee’s eligible dependents become covered Company is otherwise unable to continue to cover you under similar plans; and its group health plans without penalty under applicable law (v) outplacement services with a total value not to exceed Twenty Thousand Dollars ($20,000including without limitation, Section 2716 of the Public Health Service Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be provided within the Severance Periodpaid to you in substantially equal monthly installments. The severance payments described Company will also pay you on the date of termination any base salary, bonus and other wages earned but not paid through the date of termination, and pay for any vacation time accrued but not used to that date. In addition, the vesting for any stock options and other equity incentive awards outstanding on the date of termination will automatically accelerate so that 25% of any then unvested option shares and other equity incentive awards shall immediately vest and become exercisable upon such termination. Except as set forth in subsections (i) and clause (ii) above of the first sentence of this Section 5(a), benefits shall be paid during the Severance Period terminate in accordance with the Company’s standard payroll practicesterms of the applicable benefit plans based on the date of termination of your employment.

Involuntary Termination. If The Executive's employment hereunder may be terminated during the Employee’s employment is terminated (A) Employment Term by the Company for any reason other than death, Disability or for Cause or (B) voluntarily by written notice as provided in Section 12.6. In the Employee for Good Reasonevent of such an involuntary termination, then Employee shall the Executive will be entitled to receive the payments and benefits provided in Section 5.5. This Section 5.4(i) and Section 5.5, however, will not limit the entitlement of the Executive to any other benefits then available to the Executive under any benefit plan or policy that is maintained by the Company or its affiliates for the Executive's benefit or in which the Executive participated. The Executive will be treated for purposes of this Agreement as having been involuntarily terminated by the Company for reasons other than death, Disability or for Cause if the Executive terminates his employment with the Company for any of the following benefits: reasons (ieach, a "Good Reason") monthly severance payments during the period from prior to the date of the Employee’s termination until Executive's death, Disability or on which the date twenty-four Executive has committed or engaged in an act constituting Cause: (24a) months the Company has materially breached any provision of this Agreement and within 10 calendar days after notice thereof from the effective date Executive, the Company fails to cure such breach; (b) a successor or assign (whether direct or indirect, by purchase, merger, consolidation, operation of law or otherwise) to all or substantially all of the termination business and/or assets of the Company fails to assume all duties, obligations and liabilities of the Company under the Agreement pursuant to Section 12.2(i); (c) a reduction in the “Severance Period”) equal scope or value of the aggregate benefits and incentive compensation described in Sections 4.1(iii), 4.2, 4.3, 4.5 and 4.6 provided to the monthly salary Executive or the termination or denial of the Executive's rights to such benefits or incentive compensation, any of which is not remedied by the Employee was receiving immediately Company within 10 calendar days after receipt by the Company of written notice from the Executive of such reduction or termination; (d) the Executive is not elected to or is removed from the Board; (e) the failure to appoint Executive to the positions of President and Chief Operating Officer of the Company, or the Executive is removed from such position; (f) the failure to appoint Executive to the positions of President and Chief Executive Officer of the Utility Subsidiaries, or the Executive is removed from any such position; (g) a reduction in the Executive's Base Salary or the opportunity to earn annual incentive compensation under Section 4.1(ii) on a basis at least as favorable to the Executive (in terms of each of the amount of benefits, levels of coverage and performance measures and levels of required performance) as the benefits payable thereunder prior to the Change of Controlreduction, or the failure to pay the Executive Base Salary or incentive compensation earned when due; (iih) monthly severance payments during the Severance Period equal failure to 1/12th appoint the Executive to the position or positions of Chairman of the Employee’s “target bonus” (Board and Chief Executive Officer of the Company or Chairman of the Board of a Utility Subsidiary, as defined herein) for applicable, effective immediately following the fiscal year date as of which Mr. X. X. Xxxxxx ceases to serve in which any such position or positions, or removal of the termination occurs for each month in which severance payments are made to the Employee pursuant to subsection Executive from any such position or positions after such appointment; or (i) above ; (iii) the pro-rated amount Executive is required without his prior written consent to relocate from Reno, Nevada prior to the second anniversary of the Employee’s “target bonus” for Effective Date. Notwithstanding the fiscal year in which the termination occurs, calculated based on the number provisions of months during such fiscal year in which the Employee was employed by the Company clauses (or a successor corporation) with such payment being made on the termination date; (iv) reimbursement for premiums paid for continued health benefits for Employee (and any eligible dependents) under the Company’s health plans until the earlier of (a) twenty-four (24) months, payable when such premiums are due (provided Employee validly elects to continue coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”e), (f) or (h) of the preceding sentence or Section 6.1(a) or (b) the date upon which Employee and Employee’s eligible dependents become covered under similar plans; and (v) outplacement services with a total value not to exceed Twenty Thousand Dollars ($20,000), to any change in the Executive's title or titles required by law, rule, order or regulation of any agency with competent jurisdiction shall not be provided within the Severance Period. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period in accordance with the Company’s standard payroll practicesdeemed Good Reason for purposes of this Agreement.

Involuntary Termination. If the Employee’s 's employment is ----------------------- terminated (A) by the Company as a result of an Involuntary Termination other than for Cause or (Bas defined in Section 6 below) voluntarily and other than by the reason of Employee's Voluntary Termination, Employee for Good Reason, then Employee shall will be entitled to receive the following benefits: a severance payment equal to twelve (i12) monthly severance payments during the period from the date months of the Base Salary plus the amount of Employee’s termination until the date twenty-four (24) months after the effective date of the termination (the “Severance Period”) equal to the monthly salary which the Employee was receiving immediately prior to the Change of Control; (ii) monthly severance payments during the Severance Period equal to 1/12th of the Employee’s “'s target bonus” (as defined herein) bonus for the fiscal year in which the termination occurs for each month in which severance payments are made to the Employee pursuant to subsection extent that the bonus has been earned as of such date, as determined by the Board of Directors or its Compensation Committee based upon the specific corporate and individual performance targets established for such fiscal year. Such payment shall be reduced by applicable income and employment taxes and shall be made in two equal installments as follows: (i) above ; one-half within seven (iii7) the pro-rated amount days of the Employee’s “target bonus” for effective date of the fiscal year in which the termination occurstermination, calculated based on the number of months during such fiscal year in which the Employee was employed by the Company (or a successor corporation) with such payment being made on the termination date; (iv) reimbursement for premiums paid for continued health benefits for Employee (and any eligible dependents) under the Company’s health plans until the earlier of (a) twenty-four (24) months, payable when such premiums are due (provided Employee validly elects to continue coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), or (b) the date upon which Employee and Employee’s eligible dependents become covered under similar plans; and (v) outplacement services with a total value not to exceed Twenty Thousand Dollars ($20,000), to be provided within the Severance Period. The severance payments described in subsections (i) and (ii) above one-half on the six-month anniversary thereof. Health insurance benefits with the same coverage provided to Employee prior to the termination and in all other respects significantly comparable to those in place immediately prior to the termination will be provided at the Company's cost for a period of twelve (12) months through reimbursement of premiums paid by Employee for such coverage (which coverage shall be paid during provided pursuant to the Severance Period terms of the Consolidated Omnibus Reconciliation Act of 1985, as amended, ("COBRA") once available to employees of the Company). In addition, the stock option held by Employee that is unexercisable as of the date of such termination shall become exercisable on the effective date of such termination with respect to fifty percent (50%) of the Shares (as defined in accordance Section 4(c) above) subject to such unexercisable option. As a condition of, and in exchange for, the receipt of such severance benefits, Employee shall execute and deliver to the Company (and remain in full compliance with): (i) a Settlement Agreement and Release of Claims in a form satisfactory to the Company; and (ii) a resignation from all of Employee's positions with the Company’s standard payroll practices, including from the Board of Directors and any committee thereof on which Employee serves, in a form satisfactory to the Company.

Involuntary Termination. If the Employee’s employment is terminated (A) by the Company terminates as a result of an Involuntary Termination other than for Cause or (B) voluntarily by Cause, the Employee for Good Reason, then Employee shall be entitled to receive the following benefits: (i) monthly severance payments during the period from the date of the Employee’s termination until the date twenty-four (24) 12 months after the effective date of the termination (the “Severance Period”) equal to the monthly salary which the Employee was receiving immediately prior to the Change change of Controlcontrol, which payments shall be paid during the Severance Period in accordance with the Company’s standard payroll practices; (ii) monthly severance payments during the Severance Period equal to 1/12th of the Employee’s “target bonus” (as defined hereinbelow) for the fiscal year in which the termination occurs (or the most recent fiscal year for each month in which severance payments are made to the Employee pursuant to subsection (i) above ; (iii) the pro-rated amount of the Employee’s “a cash target bonus” bonus was determined if a cash target bonus has not yet been determined for the fiscal year in which the termination occurs, calculated based on ); (iii) continuation of all health and life insurance benefits through the number end of months during such fiscal year in the Severance Period substantially identical to those to which the Employee was employed by entitled immediately prior to the Company (termination, or to those being offered to officers of the Company, or a successor corporation) with such payment being made on , if the termination dateCompany’s benefit programs are changed during the Severance Period; (iv) reimbursement for premiums paid for continued health benefits for full and immediate vesting of each unvested Option and share of restricted Company stock held by the Employee (and any eligible dependents) under the Company’s health plans until the earlier of (a) twenty-four (24) months, payable when such premiums are due (provided Employee validly elects to continue coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), or (b) on the date upon of termination so that each such option shall be exercisable in full and each share of restricted stock shall be fully vested on the termination date in accordance with the provisions of the option and/or restricted stock agreement, as applicable, and plan pursuant to which Employee and Employee’s eligible dependents become covered under similar planssuch stock awards were granted; and (v) outplacement services with a total value not to exceed Twenty Thousand Dollars $15,000. For purposes of this Agreement, the term “target bonus” shall mean a cash bonus equal to the Employee’s base salary in effect immediately prior to the change of control multiplied by that percentage of such base salary that is prescribed by the Company under its Officer Incentive Plan as the percentage of such base salary payable to the Employee as a cash bonus if the Company pays bonuses at one-hundred percent ($20,000), to be provided within the Severance Period. The severance payments described in subsections (i100%) and (ii) above shall be paid during the Severance Period in accordance with the Company’s standard payroll practicesof its operating plan.

Involuntary Termination. If The Board of Directors may, without cause, terminate the Employee’s 's employment is terminated (A) by at any time, but, except in the case of Termination for Cause, termination of employment shall not prejudice the Employee's right to compensation or other benefits under this Agreement. In the event of Involuntary Termination other than after a Change in Control which occurs during the term of this Agreement, the Company other than for Cause or (B) voluntarily by and the Employee for Good Reason, then Employee Bank jointly shall be entitled to receive the following benefits: (i) monthly severance payments pay to the Employee during the period from remaining term of this Agreement the date of Salary at the Employee’s termination until the date twenty-four (24) months after the effective date of the termination (the “Severance Period”) equal to the monthly salary which the Employee was receiving rate in effect immediately prior to the Change Date of Control; (ii) monthly severance payments during Termination, including the Severance Period equal to 1/12th pro rata portion of the Employee’s “target bonus” (as defined herein) for the fiscal year in which the termination occurs for each month in which severance payments are made any incentive award that would have been payable to the Employee pursuant to subsection (iunder Section 4(b) above ; (iii) the pro-rated amount of the Employee’s “target bonus” for the fiscal year in which the termination occurs, calculated based on the number of months during such fiscal year in which this Agreement had the Employee was continued to be employed by the Company (or a successor corporation) with such payment being made on and the termination date; (iv) reimbursement for premiums paid for continued health benefits for Employee (and any eligible dependents) under the Company’s health plans until the earlier of (a) twenty-four (24) monthsBank, payable when such premiums are due (provided Employee validly elects to continue coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), or (b) the date upon which Employee and Employee’s eligible dependents become covered under similar plans; and (v) outplacement services with a total value not to exceed Twenty Thousand Dollars ($20,000), to be provided within the Severance Period. The severance payments described in subsections (i) and (ii) above shall be paid provide to the Employee during the Severance Period in accordance remaining term of this Agreement substantially the same group life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination, on terms substantially as favorable to the Employee, including amounts of coverage and deductibles and other costs to him, as if he had not suffered Involuntary Termination. Notwithstanding the foregoing, if the taxable payments under this Section 7(a) would extend over a period of time sufficient for such payments not to be considered severance payments under Section 409A (and as such considered deferred compensation), then the final payment that could be made without causing the payments to be considered deferred compensation under Section 409A shall include the present value of the remaining payments, with such present value determined using the Company’s standard payroll practicesapplicable discount rate used for purposes of determining present value under Section 280G of the Code, with such rate being determined as of the date the final payment would be made.

Involuntary Termination. If the Employee’s Employee experiences an Involuntary Termination, such termination of employment is terminated (A) shall be subject to the Company's obligations under this Section 7. In the event of the Involuntary Termination of the Employee on or after the second anniversary of the Effective Date, if the Employee has offered to continue to provide services as contemplated by this Agreement and such offer has been declined, as liquidated damages, the Company shall cause to be assigned and transferred to the Employee within five business days after such Date of Termination the Company's and the Bank's rights under, and entire interest in, the split dollar life insurance policy covering the Employee immediately prior to the Effective Date, without any payment to the Company or the Bank by the Employee, and the Company other than for Cause or shall, during the three years following the Date of Termination, subject to Section 7(b) of this Agreement, (Bi) voluntarily pay to the Employee monthly one-twelfth of the Company Salary at the annual rate in effect immediately prior to the Date of Termination and one-twelfth of the average annual amount of cash bonus and cash incentive compensation of the Employee, based on the average amounts of such compensation earned by the Employee for Good Reason, then Employee shall be entitled to receive the following benefits: (i) monthly severance payments during two full fiscal years preceding the period from the date Date of the Employee’s termination until the date twenty-four (24) months after the effective date of the termination (the “Severance Period”) equal to the monthly salary which the Employee was receiving immediately prior to the Change of ControlTermination; (ii) monthly severance payments during the Severance Period equal to 1/12th of the Employee’s “target bonus” (as defined herein) for the fiscal year in which the termination occurs for each month in which severance payments are made to the Employee pursuant to subsection (i) above ; (iii) the pro-rated amount of the Employee’s “target bonus” for the fiscal year in which the termination occurs, calculated based on the number of months during such fiscal year in which the Employee was employed by the Company (or a successor corporation) with such payment being made on the termination date; (iv) reimbursement for premiums paid for continued health benefits for Employee (and any eligible dependents) under the Company’s health plans until the earlier of (a) twenty-four (24) months, payable when such premiums are due (provided Employee validly elects to continue coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), or (b) the date upon which Employee and Employee’s eligible dependents become covered under similar plans; and (v) outplacement services with a total value not to exceed Twenty Thousand Dollars ($20,000), to be provided within the Severance Period. The severance payments described in subsections (i) and (ii) above maintain substantially the same group life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially as favorable to the Employee including amounts of coverage and deductibles and other costs to him in effect immediately prior to such Involuntary Termination (the "Employee's Health Coverage"), except to the extent that the Consolidated Subsidiaries maintain the Employee's Health Coverage during such period in a manner that complies with the preceding requirements. The payments due under clause (i) of the preceding sentence shall be reduced by the amounts of cash compensation, if any, actually paid during to the Severance Period in accordance with Employee by the Company’s standard payroll practicesConsolidated Subsidiaries for such period.

Involuntary Termination. If the EmployeeExecutive’s employment is terminated (A) by with the Company terminates other than for Cause or (B) voluntarily by the Employee for Good Reason, then Employee shall be entitled to receive the following benefits: (i) monthly severance payments during the period from the date of the Employee’s termination until the date twenty-four (24) months after the effective date of the termination (the “Severance Period”) equal to the monthly salary which the Employee was receiving immediately prior to the Change of Control; (ii) monthly severance payments during the Severance Period equal to 1/12th of the Employee’s “target bonusCause” (as defined herein) for ), death or disability, and Executive signs and does not revoke a standard release of claims with the fiscal year in which the termination occurs for each month in which severance payments are made Company, then, subject to the Employee pursuant Section 11, Executive shall be entitled to subsection (i) above receive continuing payments of severance pay (less applicable withholding taxes) at a rate equal to his Base Salary rate, as then in effect, for a period equal to months, plus month for each months of employment, up to a maximum of month(s) from the date of such Executive’s “separation from service” (as defined in Treas. Reg. 1.409A-1(h)) with the Company, to be paid periodically in accordance with the Company’s normal payroll policies and commencing with the latest payroll date that is also within seventy (70) days from the date of “separation from service” (with earlier commencement possible only if in compliance with Section 409A of the code and with payments that would have been made on earlier payroll dates, but for this provision, cumulated and paid on such payroll date); (ii) the immediate vesting and exercisability of % of the shares subject to all of Executive’s stock awards covering shares of Company Common Stock (whether currently outstanding or granted in following the Effective Date) outstanding on the date such release of claims becomes effective (the “Stock Awards”) and (iii) the pro-rated amount of the Employee’s “target bonus” for the fiscal year in which the termination occurs, calculated based on the number of months during such fiscal year in which the Employee was employed continued payment by the Company (or a successor corporation) with such payment being made on of the termination date; (iv) reimbursement group health continuation coverage premiums for premiums paid for continued health benefits for Employee (Executive and any Executive’s eligible dependents) dependents under the Company’s health plans until the earlier Title X of (a) twenty-four (24) months, payable when such premiums are due (provided Employee validly elects to continue coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”)) as in effect through the lesser of (x) months from the effective date of such termination, or (by) the date upon which Employee Executive and EmployeeExecutive’s eligible dependents become covered under similar plans, or (z) the date Executive no longer constitutes a “Qualified Beneficiary” (as such term is defined in Section 4980B(g) of the Internal Revenue Code of 1986, as amended (the “Code”)); provided, however, that Executive will be solely responsible for electing such coverage within the required time periods. Compensation and (vbenefits payable pursuant to this provision that are made from the date of “separation from service” with the Company through March 15th of the calendar year following such termination, are intended to constitute separate payments for purposes of Treas. Reg. 1.409A-2(b)(2) outplacement services with a total value not and thus payable pursuant to exceed Twenty Thousand Dollars ($20,000the “shot-term deferral” rule set forth in Treas. Reg. 1.409A-1(b)(4); payments made following such March 15th, are intended to constitute separate payments for purposes of Treas. Reg. 1.409A-2(b)(2) made upon an involuntary termination from service and payable pursuant to Treas. Reg. 1.409A-1(b)(9)(iii), to the maximum extent permitted by said provision, with any excess amount being regarded as subject to the distribution requirements of Section 409A(a)(2)(A) of the Code, including, without limitation, the requirement of Section 409A(a)(2)(B)(i) of the code that payments be provided delayed until six months after “separation from service” if Executive is a “specified employee” within the Severance Period. The severance payments described in subsections (i) and (ii) above shall be paid during meaning of the Severance Period in accordance with aforesaid section of the Company’s standard payroll practicesCode at the time of such “separation from service.”

Involuntary Termination. If the Employee’s 's employment is terminated (A) by the Company as a result of an Involuntary Termination other than for Cause or (B) voluntarily by Cause, the Employee for Good Reason, then Employee shall be entitled to receive the following benefits: (i) monthly severance payments during the period from the date of the Employee’s 's termination until the date twenty-four (24) 18 months after the effective date of the termination (the “"Severance Period”") equal to the monthly salary which the Employee was receiving immediately prior to at the Change time of Controlsuch termination, which payments shall be paid during the Severance Period in accordance with the Company's standard payroll practices; (ii) monthly severance payments during the Severance Period equal to 1/12th of the Employee’s “'s "target bonus” " (as defined hereinbelow) for the fiscal year in which the termination occurs (or for each month in which severance payments are made to the Employee pursuant to subsection (i) above ; (iii) the pro-rated amount of the Employee’s “prior fiscal year if a target bonus” bonus has not yet been determined for the fiscal year in which the termination occurs, calculated based on ); (iii) continuation of all health and life insurance benefits through the number end of months during such fiscal year in the Severance Period substantially identical to those to which the Employee was employed by entitled immediately prior to the Company (termination, or to those being offered to officers of the Company, or a successor corporation) with such payment being made on , if the termination dateCompany's benefit programs are changed during the Severance Period; (iv) reimbursement for premiums paid for continued health benefits for full and immediate vesting of each unvested Option held by the Employee (and any eligible dependents) under the Company’s health plans until the earlier of (a) twenty-four (24) months, payable when such premiums are due (provided Employee validly elects to continue coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), or (b) on the date upon of termination so that each such option shall be exercisable in full on the termination date in accordance with the provisions of the Option Agreement and Plan pursuant to which Employee and Employee’s eligible dependents become covered under similar planssuch option was granted; and (v) outplacement services with a total value not to exceed Twenty Thousand Dollars ($20,000)15,000. For purposes of this Agreement, the term "target bonus" shall mean the Employee's base salary in effect on the termination date multiplied by that percentage of such base salary that is prescribed by the Company under its Executive Bonus Program as the percentage of such base salary payable to be provided within the Severance Period. The severance payments described in subsections (i) Employee as a bonus if the Company pays bonuses at one-hundred percent and (ii) above shall be paid during the Severance Period in accordance with the Company’s standard payroll practices100%)of its operating plan.

Involuntary Termination. If The Board of Directors may, without cause, terminate the Employee’s 's employment is terminated (A) by at any time, but, except in the case of Termination for Cause, termination of employment shall not prejudice the Employee's right to compensation or other benefits under this Agreement. In the event of Involuntary Termination other than after a Change in Control which occurs during the term of this Agreement, the Company other than for Cause or (B) voluntarily by and the Employee for Good Reason, then Employee Bank jointly shall be entitled to receive the following benefits: (i) monthly severance payments during if the period from Involuntary Termination occurs prior to the date first anniversary of the Employee’s termination until Effective Date, pay to the date twenty-four (24) months after the effective date of the termination (the “Severance Period”) Employee a lump sum severance amount equal to the monthly salary which the Employee was receiving one year’s Salary as in effect immediately prior to the Change Date of Control; (ii) monthly severance payments during Termination, including the Severance Period equal to 1/12th pro rata portion of the Employee’s “target bonus” (as defined herein) for the fiscal year in which the termination occurs for each month in which severance payments are made any incentive award that would have been payable to the Employee pursuant to subsection (iunder Section 4(b) above ; (iii) the pro-rated amount of the Employee’s “target bonus” for the fiscal year in which the termination occurs, calculated based on the number of months during such fiscal year in which this Agreement had the Employee was continued to be employed by the Company (or a successor corporation) with such payment being made on and the termination date; (iv) reimbursement for premiums paid for continued health benefits for Employee (and any eligible dependents) under the Company’s health plans until the earlier of (a) twenty-four (24) months, payable when such premiums are due (provided Employee validly elects to continue coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”)Bank, or (bii) if the Involuntary Termination occurs after the first anniversary of this Effective Date, pay to the Employee during the remaining term of this Agreement the Salary at the rate in effect immediately prior to the Date of Termination, including the pro rata portion of any incentive award that would have been payable to the Employee under Section 4(b) of this Agreement had the Employee continued to be employed by the Company and the Bank, and (iii) provide to the Employee during the remaining term of this Agreement substantially the same group life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination, on terms substantially as favorable to the Employee, including amounts of coverage and deductibles and other costs to him, as if he had not suffered Involuntary Termination. Notwithstanding the foregoing, if the taxable payments under this Section 7(a) would extend over a period of time sufficient for such payments not to be considered severance payments under Section 409A (and as such considered deferred compensation), then the final payment that could be made without causing the payments to be considered deferred compensation under Section 409A shall include the present value of the remaining payments, with such present value determined using the applicable discount rate used for purposes of determining present value under Section 280G of the Code, with such rate being determined as of the date upon which Employee and Employee’s eligible dependents become covered under similar plans; and (v) outplacement services with a total value not to exceed Twenty Thousand Dollars ($20,000), to the final payment would be provided within the Severance Period. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period in accordance with the Company’s standard payroll practicesmade.

Involuntary Termination. If The Board of Directors may terminate the Employee’s employment is terminated at any time, but, except in the case of Termination for Cause, termination of employment shall not prejudice the Employee’s right to compensation or other benefits under this Agreement. In the event of Involuntary Termination other than after a Change in Control which occurs during the term of this Agreement, the Company and the Savings Bank jointly shall (Ai) if the Involuntary Termination occurs prior to the first anniversary of the Effective Date, pay to the Employee a lump-sum severance amount equal to one year’s Salary as in effect prior to the Date of Termination, or (ii) if the Involuntary Termination occurs after the first anniversary of the Effective Date, pay to the Employee during the remaining term of this Agreement the Salary at the rate in effect immediately prior to the Date of Termination, including the pro rata portion of any incentive award, payable in such manner and at such times as the Salary would have been payable to the Employee under Section 4(a) if the Employee had continued to be employed by the Company other than for Cause or and the Savings Bank, and (Biii) voluntarily by regardless of when the Involuntary Termination occurs, provide to the Employee during the remaining term of this Agreement substantially the same group life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for Good Reasonthe benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination, then Employee shall be entitled on terms substantially as favorable to receive the following benefits: Employee, including amounts of coverage and deductibles and other costs to him, as if he had not suffered Involuntary Termination. Notwithstanding the foregoing, if (but for this sentence) (i) monthly the taxable payments under this Section 7(a) would extend over a period of time sufficient for such payments not to be considered severance payments during under Section 409A (and as such considered deferred compensation), then the period from final payment that could be made without causing the date payments to be considered deferred compensation under Section 409A shall include the present value of the remaining payments, with such present value determined using the applicable discount rate used for purposes of determining present value under Section 280G of the Code, and (ii) if the sum of the taxable payments exceeds that amount which is permitted to be considered as severance pay under Section 409A (the excess being referred to herein as “Excess Separation Payment”), and if at the time of the Employee’s termination until Separation from Service the date twenty-four (24) Employee is a “specified employee” within the meaning of Section 409A, then no portion of the Excess Separation Payment shall be paid earlier than six months after the effective date of the termination (the “Severance Period”) equal to the monthly salary which the Employee was receiving immediately prior to the Change of Control; (ii) monthly severance payments during the Severance Period equal to 1/12th of the Employee’s “target bonus” (as defined herein) for the fiscal year in which the termination occurs for each month in which severance payments are made to the Employee pursuant to subsection (i) above ; (iii) the pro-rated amount of the Employee’s “target bonus” for the fiscal year in which the termination occurs, calculated based on the number of months during such fiscal year in which the Employee was employed by the Company (or a successor corporation) with such payment being made on the termination date; (iv) reimbursement for premiums paid for continued health benefits for Employee (and any eligible dependents) under the Company’s health plans until the earlier of (a) twenty-four (24) months, payable when such premiums are due (provided Employee validly elects to continue coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), or (b) the date upon which Employee and Employee’s eligible dependents become covered under similar plans; and (v) outplacement services with a total value not to exceed Twenty Thousand Dollars ($20,000), to be provided within the Severance Period. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period in accordance with the Company’s standard payroll practicesSeparation from Service.

Involuntary Termination. If the Employee’s employment is terminated (A) by the Company other than for Cause or (B) voluntarily by the Employee for Good Reason, then Employee shall be entitled to receive the following benefits: (i) monthly severance payments during Executive terminates his employment with the period from the date of the Employee’s termination until the date twenty-four (24) months after the effective date of the termination (the “Severance Period”) equal Company due to the monthly salary which the Employee was receiving immediately prior to the Change of Control; an Involuntary Termination or (ii) monthly severance payments during the Severance Period equal to 1/12th of Company terminates Executive’s employment with the Employee’s Company for (x) other than “target bonusCause” (as defined herein), (y) death or (z) Disability, and Executive signs and does not revoke a standard release of claims and non-disparagement agreement with the Company, then Executive will be entitled to (x) receive continuing payments of severance pay (less applicable withholding taxes) at a rate equal to his Base Salary rate, as then in effect, for a period of either one (1) month from the fiscal year in which the date of such termination if such termination occurs for each month in which severance payments are made prior to the Employee pursuant first six (6) months of the Effective Date; will be accumulated at a rate of two (2) months every twelve (12) months of service after first six (6) months of service up to subsection a total of eight (i) above 8)months to be paid periodically in accordance with the Company’s normal payroll policies; (iiiy) subject to the pro-rated amount provisions of the Employee’s “target bonus” Section 8 below. The Executive will be eligible for the fiscal year in which the termination occurs, calculated based on the number of months during such fiscal as described above based on the complete quarters of service. For example, should the termination occur on the thirteenth month of service the Executive will be eligible for one (1) month of service after the first six (6) months plus two (2) months for each complete year in which of service for the Employee was employed total of three (3) months. Also, Executive will have his Stock Option Grant vesting accelerated by one year. Continued payment by the Company (or a successor corporation) with such payment being made on of the termination date; (iv) reimbursement group health continuation coverage premiums for premiums paid for continued health benefits for Employee (Executive and any Executive’s eligible dependents) dependents under the Company’s health plans until the earlier Title X of (a) twenty-four (24) months, payable when such premiums are due (provided Employee validly elects to continue coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”)) as in effect through the lesser of (A) six (6) months from the effective date of such termination, or (bB) the date upon which Employee Executive and EmployeeExecutive’s eligible dependents become covered under similar plans, or (C) the date Executive no longer constitutes a “Qualified Beneficiary” (as such term is defined in Section 4980B(g) of the Code); and (v) outplacement services with a total value not to exceed Twenty Thousand Dollars ($20,000)provided, to however, that Executive will be provided solely responsible for electing such coverage within the Severance Periodrequired time periods. The severance payments described Notwithstanding anything to the contrary in subsections (i) and (ii) above shall be paid during the Severance Period in accordance with this Agreement, if the Company’s standard payroll practicesstock is publicly-traded on an established securities market on the date of Executive’s termination, any cash severance payments otherwise due to Executive pursuant to this Section 7(a) on or within the six-month period following Executive’s termination will accrue during such six-month period and will become payable in a lump sum payment on the date six (6) months and one (1) day following the date of Executive’s termination if the Company reasonably determines that the imposition of additional tax under Section 409A of the Code will apply to an earlier payment of such cash severance payments. All subsequent payments will be payable as provided in this section.

Involuntary Termination. If the Upon termination of Employee’s employment is terminated by reason of Involuntary Termination (A) by the Company other than a Termination for Cause Cause), the employment relationship created pursuant to this Agreement will terminate and no further compensation will become payable to Employee pursuant to Section 6 or Section 7 upon the effectiveness of such Involuntary Termination. Upon Employee’s Involuntary Termination (B) voluntarily by the other than a Termination for Cause), Employee for Good Reason, then Employee shall will be entitled to receive only the following benefitsamounts provided in this Section 9.B: (i) monthly severance payments during the period from unpaid base salary earned by Employee pursuant to Section 6.A for services rendered through the date of such termination, (ii) any accrued and unpaid Bonus Amount, (iii) any accrued but unpaid PTO, if any, (iv) unreimbursed amounts under Section 7.A, (v) a lump sum severance payment in an aggregate amount equal to three (3) months of the Employee’s termination until the date twenty-four then current base salary, and (24vi) three (3) months after the effective date of the termination (the “Severance Period”) equal to the monthly salary which the Employee was receiving immediately prior to the Change of Control; (ii) monthly severance payments during the Severance Period equal to 1/12th of the Employee’s “target bonus” (as defined herein) for the fiscal year in which the termination occurs for each month in which severance payments are made to the Employee pursuant to subsection (i) above ; (iii) the pro-rated amount of the Employee’s “target bonus” for the fiscal year in which the termination occurs, calculated based on the number of months during such fiscal year in which the Employee was employed by the Company (or a successor corporation) with such payment being made on the termination date; (iv) reimbursement for premiums paid for continued health benefits for Employee (and any eligible dependents) COBRA coverage under the Company’s health plans until medical, dental and vision plans, as then in effect, at the earlier cost paid by active employees of the Company, if and to the extent the Employee and his eligible dependents (a) twenty-four are participating in such plans on his effective date of termination and (24b) monthstimely enroll for COBRA coverage thereunder. The severance pay and benefits in respect of clauses (v) and (vi) shall be contingent upon Employee’s execution and delivery to the Company an unconditional general release, payable when such premiums are due in form satisfactory to the Company, of all claims against the Company and its Affiliates and their respective directors, officers, employees and representatives, arising from or in connection with this Agreement or Employee’s employment with the Company, subject to applicable law. Further, the severance pay and benefits set forth in clauses (provided Employee validly elects to continue coverage v) and (vi) shall be contingent upon Employee’s continued performance of his obligations under the Consolidated Omnibus Budget Reconciliation Act Sections 8.A, 8.B, 8.D, 8.E and 8.G. Any payments in respect of clauses (“COBRA”i), (iii), or (biv) the date upon which Employee and Employee’s eligible dependents become covered under similar plansshall be made within thirty (30) days of such Involuntary Termination; any Bonus Amount in respect of clause (ii) shall be paid in accordance with Section 6.C; and any severance amount in respect of clause (v) outplacement services with a total value not to exceed Twenty Thousand Dollars ($20,000), to be provided within the Severance Period. The severance payments described in subsections (i) and (ii) above shall be paid during as soon as administratively feasible after the Severance Period Employee’s execution and delivery to the Company an unconditional general release, as described in accordance with the Company’s standard payroll practices.this Section 9.B.

Involuntary Termination. If The Board of Directors may terminate the Employee’s 's employment is terminated (A) by at any time, but, except in the Company case of Termination for Cause, termination of employment shall not prejudice the Employee's right to compensation or other benefits under this Agreement. In the event of Involuntary Termination other than for Cause or (B) voluntarily by after a Change in Control which occurs during the Employee for Good Reasonterm of this Agreement, then Employee shall be entitled to receive the following benefitsBank shall: (i) monthly severance payments during pay the period from Employee his Salary through the date Date of the Employee’s termination until the date twenty-four Termination; (24ii) months after the effective date of the termination (the “Severance Period”) equal continue to pay to the monthly salary which Employee his Salary, at the Employee was receiving rate in effect immediately prior to the Change Date of ControlTermination, for the period beginning on the Employee's Date of Termination and ending on the 18-month anniversary thereof (the “18-Month Period”); and (iiiii) monthly severance payments provide to the Employee during the Severance 18-Month Period equal to 1/12th (as defined in Section 7(a)(ii)) substantially the same group life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for the benefit of the Employee and the Employee’s “target bonus” dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination, on terms substantially as favorable to the Employee, including amounts of coverage and deductibles and other costs to him (i.e., the Employee’s share of premiums, deductibles and co-pays, all as defined herein) for in effect on the fiscal year in which Date of Termination), as if the termination occurs for each month in which severance payments are made Employee had not suffered Involuntary Termination provided, however, if such coverage is not available with respect to the Employee pursuant or his eligible dependents, then a lump sum cash payment shall be paid to subsection (i) above ; (iii) the pro-rated amount Employee, within 25 days after the Employee's Date of Termination, equal to the present value of the Employee’s “target bonus” for monthly cost of such coverages that cannot be provided (determined as of the fiscal year in which date it is determined that such coverage(s) cannot be provided), with the termination occurspresent value being determined using a discount rate equal to the short-term Applicable Federal Rate as determined under Section 1274(d) of the Code. To the extent payments under this Paragraph 7(a) are subject to Section 409A, calculated based on the number of months during such fiscal year in which Section 19 shall apply. No payment shall be made under this Paragraph 7(a) unless the Employee was employed by executes a release substantially in the Company (or a successor corporation) with such payment being made on the termination date; (iv) reimbursement for premiums paid for continued health benefits for Employee (and any eligible dependents) under the Company’s health plans until form attached as Exhibit A hereto no later than the earlier of (a) twenty-four (24) months, payable when such premiums are due (the time provided Employee validly elects to continue coverage under for in the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), release or (b) 60 days after the date upon which Employee and Employee’s eligible dependents become covered under similar plans; and (v) outplacement services with a total value not to exceed Twenty Thousand Dollars ($20,000), to be provided within the Severance Period. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period in accordance with the Company’s standard payroll practices's Separation from Service.

Involuntary Termination. If The Board of Directors may, without cause, terminate the Employee’s 's employment is terminated (A) by at any time, but, except in the case of Termination for Cause, termination of employment shall not prejudice the Employee's right to compensation or other benefits under this Agreement. In the event of Involuntary Termination other than after a Change in Control which occurs during the term of this Agreement, the Company other than for Cause or (B) voluntarily by and the Employee for Good Reason, then Employee Bank jointly shall be entitled to receive the following benefits: (i) monthly severance payments during if the period from Involuntary Termination occurs prior to the date first anniversary of the Employee’s termination until Effective Date, pay to the date twenty-four (24) months after the effective date of the termination (the “Severance Period”) Employee a lump sum severance amount equal to the monthly salary which the Employee was receiving one year’s Salary as in effect immediately prior to the Change Date of Control; (ii) monthly severance payments during Termination, including the Severance Period equal to 1/12th pro rata portion of the Employee’s “target bonus” (as defined herein) for the fiscal year in which the termination occurs for each month in which severance payments are made any incentive award that would have been payable to the Employee pursuant to subsection (iunder Section 4(b) above ; (iii) the pro-rated amount of the Employee’s “target bonus” for the fiscal year in which the termination occurs, calculated based on the number of months during such fiscal year in which this Agreement had the Employee was continued to be employed by the Company (or a successor corporation) with such payment being made on and the termination date; (iv) reimbursement for premiums paid for continued health benefits for Employee (and any eligible dependents) under the Company’s health plans until the earlier of (a) twenty-four (24) months, payable when such premiums are due (provided Employee validly elects to continue coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”)Bank, or (bii) if the Involuntary Termination occurs after the first anniversary of this Effective Date, pay to the Employee during the remaining term of this Agreement the Salary at the rate in effect immediately prior to the Date of Termination, including the pro rata portion of any incentive award that would have been payable to the Employee under Section 4(b) of this Agreement had the Employee continued to be employed by the Company and the Bank, and (iii) provide to the Employee during the remaining term of this Agreement substantially the same group life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for the benefit of the Employee and her dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination, on terms substantially as favorable to the Employee, including amounts of coverage and deductibles and other costs to him, as if she had not suffered Involuntary Termination. Notwithstanding the foregoing, if the taxable payments under this Section 7(a) would extend over a period of time sufficient for such payments not to be considered severance payments under Section 409A (and as such considered deferred compensation), then the final payment that could be made without causing the payments to be considered deferred compensation under Section 409A shall include the present value of the remaining payments, with such present value determined using the applicable discount rate used for purposes of determining present value under Section 280G of the Code, with such rate being determined as of the date upon which Employee and Employee’s eligible dependents become covered under similar plans; and (v) outplacement services with a total value not to exceed Twenty Thousand Dollars ($20,000), to the final payment would be provided within the Severance Period. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period in accordance with the Company’s standard payroll practicesmade.

Involuntary Termination. If during the Employee’s employment is terminated (A) by term of this Agreement the Company other than for Cause terminates the employment of Executive involuntarily and without Business Reasons or (B) voluntarily by the Employee for Good Reasona Constructive Termination occurs, then Employee Executive shall be entitled to receive the following benefitsfollowing: (iA) monthly severance payments during salary and vacation accrued through the Termination Date plus continued salary for a period of three (3) years following the Termination Date (one (1) year in the case of any such termination within one (1) year following a Change in Control to which Section 7(c) applies), payable in accordance with the Company's regular payroll schedule as in effect from time to time, (B) at the date Termination Date, 100% of the Employee’s termination until the date twenty-four (24) months after the effective date of the termination (the “Severance Period”) equal to the monthly salary which the Employee was receiving immediately prior to the Change of Control; (ii) monthly severance payments during the Severance Period equal to 1/12th of the Employee’s “Executive's target bonus” (as defined herein) bonus for the fiscal year in which the termination Termination Date occurs for each month (plus any unpaid bonus from the prior fiscal year), (C) following the end of the fiscal year in which severance payments are made to the Employee pursuant to subsection Termination Date occurs and management bonuses have been determined, a pro rata share (i) above ; (iii) based on the pro-rated amount proportion of the Employee’s “fiscal year during which Executive remained an employee of the Company) of the bonus that would have been payable to Executive under the bonus plan in excess of 100% of Executive's target bonus” bonus for the fiscal year, (D) following the end of the first fiscal year following the fiscal year in which the Termination Date occurs, 100% of Executive's target bonus for such following fiscal year (or, if the target bonus for such year was not previously set, then 100% of Executive's target bonus for the fiscal year in which the termination occursTermination Date occurred), calculated based on (E) acceleration in full of vesting of all outstanding stock options, TARPs and other equity arrangements subject to vesting and held by Executive (and in this regard, all options and other exercisable rights held by Executive shall remain exercisable for ninety (90) days following the number Termination Date (or such longer period as may be provided in the applicable plan or agreement), (F) continuation of months during such fiscal year group health benefits pursuant to the Company's standard programs as in which the Employee was employed effect from time to time (or continuation by the Company of substantially similar group health benefits as in effect at the Termination Date, through a third party carrier, at the Company's election) for Executive, his spouse and any children for so long as they are under the age of 19 (25, if a full time student) and until such time as Executive reaches the age of 55, (G) continuation of Executive's auto benefits for one year following the Termination Date, (H) in the event of an involuntary termination without Business Reason or a successor corporationConstructive Termination, which in either such case occurs within twelve (12) with such payment being made on months following a Change in Control, forgiveness by the termination date; (iv) reimbursement for premiums paid for continued health benefits for Employee (Company of all outstanding principal and any eligible dependents) interest due to the Company under indebtedness incurred by Executive to purchase shares of capital stock of the Company’s health plans until , and (I) no other compensation, severance or other benefits. Notwithstanding the earlier of (a) twenty-four (24) monthsforegoing, payable when such premiums are due (provided Employee validly elects however, the Company shall not be required to continue coverage under to pay the Consolidated Omnibus Budget Reconciliation Act salary or bonus specified in clauses (“COBRA”A), (B), (C) or (bD) hereof for any period following the date upon which Employee and Employee’s eligible dependents become covered under similar plans; and (v) outplacement services with a total value not to exceed Twenty Thousand Dollars ($20,000), to be provided within Termination Date if Executive violates the Severance Period. The severance payments described noncompetition agreement set forth in subsections (i) and (ii) above shall be paid Section 12 during the Severance Period in accordance with three (3) year period following the Company’s standard payroll practicesTermination Date.

Involuntary Termination. If at any time during the Employee’s employment is terminated (Aterm of this Agreement, other than following a Change in Control to which Section 6(c) by applies, the Company other than for Cause terminates the employment of Executive involuntarily and without Business Reasons or (B) voluntarily by the Employee for Good Reasona Constructive Termination occurs, then Employee in addition to salary and vacation accrued through the Termination Date, Executive shall be entitled to receive the following benefitsfollowing: (i) monthly severance payments during continued salary for a period of three years following the period Termination Date at the rate then in effect, payable in accordance with the Company’s regular payroll schedule as in effect from the date of the Employee’s termination until the date twenty-four (24) months after the effective date of the termination (the “Severance Period”) equal time to the monthly salary which the Employee was receiving immediately prior to the Change of Control; time, (ii) monthly severance payments during at the Severance Period equal to 1/12th of the EmployeeTermination Date Executive’s “minimum target bonus” (as defined herein) bonus for the fiscal year in which the termination Termination Date occurs for each month in which severance payments are made to plus any unpaid bonus from the Employee pursuant to subsection (i) above ; prior fiscal year, (iii) following the pro-rated amount end of the Employeefiscal year in which the Termination Date occurs and management bonuses have been determined, a pro rata share (based on the proportion of the fiscal year during which Executive remained an employee of the Company) of the bonus that would have been payable to Executive under the bonus plan in excess of Executive’s “minimum target bonus” bonus for the fiscal year, (iv) following the end of the first fiscal year following the fiscal year in which the Termination Date occurs, Executive’s minimum target bonus for such following fiscal year (or, if the target bonus for such year was not previously set, then Executive’s minimum target bonus for the fiscal year in which the termination occursTermination Date occurred), calculated based on (v) acceleration in full of vesting of all outstanding stock options, TARPs and other equity arrangements subject to vesting and held by Executive (and in this regard, all such options and other exercisable rights held by Executive shall remain exercisable for one year following the number Termination Date, (vi) (A) for three years following the Termination Date, continuation of months during such fiscal year group health benefits at the Company’s cost pursuant to the Company’s standard programs as in which the Employee was employed by the Company effect from time to time (or at the Company’s election substantially similar health benefits as in effect at the Termination Date, through a successor corporationthird party carrier) with such payment being made on for Executive, his spouse and any children, and (B) thereafter, to the termination date; (iv) reimbursement for premiums paid for continued extent COBRA shall be applicable to the Company, continuation of health benefits for Employee (and any eligible dependents) such persons at Executive’s cost, for a period of 18 months or such longer period as may be applicable under the Company’s health plans until policies then in effect, provided the earlier Executive makes the appropriate election and payments, (vii) continuation of Executive’s auto benefits for one year following the Termination Date, and (aviii) twenty-four (24no other compensation, severance or other benefits, except only that this provision shall not limit any benefits otherwise available to Executive under Section 6(c) monthsin the case of a termination following a Change in Control. Notwithstanding the foregoing, payable when such premiums are due (provided Employee validly elects however, the Company shall not be required to continue coverage under to pay the Consolidated Omnibus Budget Reconciliation Act salary or bonus specified in clauses (“COBRA”), i)(iii) or (biv) hereof for any period following the date upon which Employee and Employee’s eligible dependents become covered under similar plans; and (v) outplacement services with a total value not to exceed Twenty Thousand Dollars ($20,000), to be provided within Termination Date if Executive violates the Severance Period. The severance payments described noncompetition agreement set forth in subsections (i) and (ii) above shall be paid during the Severance Period in accordance with the Company’s standard payroll practicesSection 11.

Involuntary Termination. If the EmployeeExecutive’s employment is terminated (A) by with the Company terminates other than for Cause or (B) voluntarily by the Employee for Good Reason, then Employee shall be entitled to receive the following benefits: (i) monthly severance payments during the period from the date of the Employee’s termination until the date twenty-four (24) months after the effective date of the termination (the “Severance Period”) equal to the monthly salary which the Employee was receiving immediately prior to the Change of Control; (ii) monthly severance payments during the Severance Period equal to 1/12th of the Employee’s “target bonusCause” (as defined herein) for the fiscal year in which the termination occurs for each month in which severance payments are made ), death or disability, and subject to the Employee pursuant Section 11, Executive shall be entitled to subsection (i) above a lump sum payment due and payable within thirty (30) days after the date of Executive’s “separation from service” (as defined in regulations promulgated under Section 409A of the Internal Revenue Code of 1986, as amended (“Code”)) and equal to two times his Base Salary as then in effect; (ii) the immediate vesting and exercisability (if applicable) of 100% of the shares subject to all of Executive’s stock awards (other than PSUs) to acquire Company Common Stock outstanding on the date of such termination (the “Stock Awards”); (iii) the pro-rated amount prorated vesting of the EmployeePSUs based on (A) the closing price of the Company’s “target bonus” for the fiscal year in which Common Stock as of the termination occursdate, calculated based on relative to the number performance of months during such fiscal year in which the Employee was employed PSU peer group as of the termination date and (B) the period of time that had elapsed as of the termination date relative to the term of the PSUs; and (iv) continued provision by the Company (or a successor corporation) of the level of group health coverage provided by the Company to Executive at the time of such termination, including payment by the Company of the necessary premiums for coverage of Executive and Executive’s eligible dependents with such payment being made on the termination date; (iv) reimbursement for premiums paid for continued group health benefits for Employee (and any eligible dependents) under the Company’s health plans until the earlier of (a) twenty-four (24) months, payable when such premiums are due (provided Employee validly elects to continue continuation coverage under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”)) and then, if applicable, individual health coverage under the individual policy required to be offered Executive for coverage of Executive and Executive’s eligible dependents at the end of the COBRA coverage period through the lesser of (x) eighteen (18) months from the effective date of such termination, or (by) the date upon which Employee Executive and Employeeeach of Executive’s eligible dependents become covered under similar plans; and (v) outplacement services with a total value not to exceed Twenty Thousand Dollars ($20,000)provided, to be provided within the Severance Period. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period in accordance with the Company’s standard payroll practiceshowever, that Executive timely elects such COBRA coverage.

Involuntary Termination. If the Employee’s 's employment is terminated as a result of Involuntary Termination (Aas defined in Section 3(b) by the Company other than for Cause or (B) voluntarily by the Employee for Good Reasonbelow), then the Employee shall be entitled to receive severance pay in an amount equal to 150% of the following benefits: Employee's annual base salary at the time of such termination, plus the full amount of Employee's annual bonus at the "on-target" level for the fiscal year in which Employee is terminated, which amount shall be paid in lieu of any bonus or commission that may be owing, or becomes owed to Employee at any time thereafter. Any severance payments to which the Employee is entitled pursuant to this section shall be paid in a lump sum within thirty (30) days of the Employee's termination. In addition, for a period of up to eighteen (18) months after any termination under this Section 2(a)(i), (i) monthly severance payments during the period Company shall, if permitted under the Company's existing health insurance plan at no additional premium to the Company, continue Employee's existing group health insurance coverage, or if not so permitted, reimburse the Employee for any COBRA premiums paid by the Employee for continued group health insurance coverage and (ii) the Company shall continue to pay premiums for life insurance maintained by the Company on behalf of Employee in the same amount of coverage as was in place prior to the termination of employment, PROVIDED THAT such insurance coverage can be continued on an individual basis following Employee's termination and PROVIDED FURTHER that the Company shall not be required to pay any additional premium amount for individual coverage (the "Employment Benefits"). Such Employment Benefits shall terminate upon the earlier of (i) eighteen (18) months from the date of the Employee’s 's termination until the date twenty-four (24) months after the effective date of the termination (the “Severance Period”) equal to the monthly salary which the Employee was receiving immediately prior to the Change of Control; or (ii) monthly severance payments during the Severance Period equal to 1/12th upon commencement of New Employment by the Employee’s “target bonus” (as defined herein) for the fiscal year in which the termination occurs for each month in which severance payments are made . In addition, Employee shall be entitled to the Employee pursuant reimbursement of up to subsection (i) above ; (iii) the pro-rated amount $10,000 worth of the Employee’s “target bonus” for the fiscal year in which the termination occurs, calculated based on the number of months during such fiscal year in which the Employee was employed by the Company (or a successor corporation) with such payment being made on the termination date; (iv) reimbursement for premiums paid for continued health benefits for Employee (and any eligible dependents) under the Company’s health plans until the earlier of (a) twenty-four (24) months, payable when such premiums are due (provided Employee validly elects to continue coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), or (b) the date upon which Employee and Employee’s eligible dependents become covered under similar plans; and (v) outplacement services with a total value not to exceed Twenty Thousand Dollars ($20,000), to be provided within the Severance Period. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period in accordance with the Company’s standard payroll practicesactually used.

Involuntary Termination. If the Employee’s 's employment is terminated (A) by the Company as a result of an Involuntary Termination other than for Cause or (B) voluntarily by Cause, the Employee for Good Reason, then Employee shall be entitled to receive the following benefits: (i) monthly severance payments during the period from the date of the Employee’s 's termination until the date twenty-four (24) 12 months after the effective date of the termination (the “"Severance Period”") equal to the monthly salary which the Employee was receiving immediately prior to at the Change time of Control; (ii) monthly severance such termination, which payments during the Severance Period equal to 1/12th of the Employee’s “target bonus” (as defined herein) for the fiscal year in which the termination occurs for each month in which severance payments are made to the Employee pursuant to subsection (i) above ; (iii) the pro-rated amount of the Employee’s “target bonus” for the fiscal year in which the termination occurs, calculated based on the number of months during such fiscal year in which the Employee was employed by the Company (or a successor corporation) with such payment being made on the termination date; (iv) reimbursement for premiums paid for continued health benefits for Employee (and any eligible dependents) under the Company’s health plans until the earlier of (a) twenty-four (24) months, payable when such premiums are due (provided Employee validly elects to continue coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), or (b) the date upon which Employee and Employee’s eligible dependents become covered under similar plans; and (v) outplacement services with a total value not to exceed Twenty Thousand Dollars ($20,000), to be provided within the Severance Period. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period in accordance with the Company’s 's standard payroll practices; (ii) a pro-rated amount of the Employee's "target bonus" for the fiscal year in which the termination occurs (or for the prior fiscal year if a target bonus has not yet been determined for the fiscal year in which the termination occurs), with such payment being made on the termination date; (iii) continuation of benefits through the end of the Severance Period substantially identical to those to which the Employee was entitled immediately prior to the termination, or to those being offered to officers of the Company, or a successor corporation, if the Company's benefit programs are changed during the Severance Period, unless Employee becomes eligible for comparable coverage through another employer, at which time the benefits coverage provided herein shall terminate; and (iv) full and immediate vesting of each unvested stock option granted for the Company's securities and each share of restricted stock held by the Employee on the date of termination so that each such option shall be exercisable in full on the termination date in accordance with the provisions of the Option Agreement and Plan pursuant to which such option was granted and each share of restricted stock shall be freely transferable by Employee. For purposes of this Agreement, the term "target bonus" shall mean the Employee's base salary in effect on the termination date multiplied by that percentage of such base salary that is prescribed by the Company under its Executive Bonus Program as the percentage of such base salary payable to the Employee as a bonus if the Company pays bonuses at one-hundred percent (100%) of its operating plan.

Involuntary Termination. If the Employee’s Employee experiences an Involuntary Termination, such termination of employment is terminated (A) by the Company other than for Cause or (B) voluntarily by the Employee for Good Reason, then Employee shall be entitled subject to receive the following benefits: Bank’s obligations under this Section 7. In the event of the Involuntary Termination of the Employee, the Bank shall, during the remaining term of this Agreement (i) pay to the Employee monthly severance payments during the period from the date one-twelfth of the Employee’s termination until Bank Salary at the date twenty-four (24) months after the effective date of the termination (the “Severance Period”) equal to the monthly salary which the Employee was receiving annual rate in effect immediately prior to the Change Date of ControlTermination and one-twelfth of the average annual amount of cash bonus and cash incentive compensation of the Employee, based on the average amounts of such compensation earned by the Employee from the Bank and any Consolidated Subsidiaries for the two full fiscal years preceding the Date of Termination; and (ii) monthly severance payments during maintain substantially the Severance Period equal to 1/12th same group life or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially as favorable to the Employee including amounts of coverage and deductibles and other costs to him in effect immediately prior to such Involuntary Termination (the “Employee’s Health Coverage”). No payment shall be made under this Section 7(a) unless the Employee=s termination of employment qualifies as a “target bonusSeparation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for in the Section 409A regulations). If the Employee is a “Specified Employee” (as defined hereinin Section 409A) for at the fiscal year time of his Separation from Service, then payments under this Section 7(a) which are not considered paid on account of an involuntary separation from service (as defined in which Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as such constitute deferred compensation under Section 409A, shall not be paid until the termination occurs for each month in which severance 185th day following the Employee=s Separation from Service, or his earlier death (the “Delayed Distribution Date”). Any payments are made to the Employee pursuant to subsection (i) above ; (iii) the pro-rated amount deferred on account of the Employee’s “target bonus” for the fiscal year in which the termination occurs, calculated based on the number of months during such fiscal year in which the Employee was employed by the Company (or a successor corporation) with such payment being made on the termination date; (iv) reimbursement for premiums paid for continued health benefits for Employee (and any eligible dependents) under the Company’s health plans until the earlier of (a) twenty-four (24) months, payable when such premiums are due (provided Employee validly elects to continue coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), or (b) the date upon which Employee and Employee’s eligible dependents become covered under similar plans; and (v) outplacement services with a total value not to exceed Twenty Thousand Dollars ($20,000), to be provided within the Severance Period. The severance payments described in subsections (i) and (ii) above preceding sentence shall be accumulated without interest and paid during with the Severance Period first payment that is payable in accordance with the Company’s standard payroll practicespreceding sentence and Section 409A. To the extent permitted by Section 409A, amounts payable under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of an involuntary separation from service as herein defined herein).

Involuntary Termination. If at any time during the Employee’s employment is terminated (Aterm of this Agreement, other than following a Change in Control to which Section 6(c) by applies, the Company other than for Cause terminates the employment of Executive involuntarily and without Business Reasons or (B) voluntarily by the Employee for Good Reasona Constructive Termination occurs, then Employee in addition to salary and vacation accrued through the Termination Date, Executive shall be entitled to receive the following benefitsfollowing: (i) monthly severance payments during continued salary for a period of three years following the period Termination Date at the rate then in effect, payable in accordance with the Company's regular payroll schedule as in effect from the date of the Employee’s termination until the date twenty-four (24) months after the effective date of the termination (the “Severance Period”) equal time to the monthly salary which the Employee was receiving immediately prior to the Change of Control; time, (ii) monthly severance payments during at the Severance Period equal to 1/12th of the Employee’s “Termination Date Executive's minimum target bonus” (as defined herein) bonus for the fiscal year in which the termination Termination Date occurs for each month in which severance payments are made to plus any unpaid bonus from the Employee pursuant to subsection (i) above ; prior fiscal year, (iii) following the pro-rated amount end of the Employee’s “fiscal year in which the Termination Date occurs and management bonuses have been determined, a pro rata share (based on the proportion of the fiscal year during which Executive remained an employee of the Company) of the bonus that would have been payable to Executive under the bonus plan in excess of Executive's minimum target bonus” bonus for the fiscal year, (iv) following the end of the first fiscal year following the fiscal year in which the Termination Date occurs, Executive's minimum target bonus for such following fiscal year (or, if the target bonus for such year was not previously set, then Executive's minimum target bonus for the fiscal year in which the Termination Date occurred), (v) acceleration in full of vesting of all outstanding stock options, TARPS and other equity arrangements subject to vesting and held by Executive (and in this regard, all such options and other exercisable rights held by Executive shall remain exercisable for one year following the Termination Date, (vi) (A) for three years following the Termination Date, continuation of group health benefits at the Company's cost pursuant to the Company's standard programs as in effect from time to time (or at the Company's election substantially similar health benefits as in effect at the Termination Date, through a third party carrier) for Executive, his spouse and any children, and (B) thereafter, to the extent COBRA shall be applicable to the Company, continuation of health benefits for such persons at Executive's cost, for a period of 18 months or such longer period as may be applicable under the Company's policies then in effect, provided the Executive makes the appropriate election and payments, (vii) continuation of Executive's auto benefits for one year following the Termination Date, and (viii) no other compensation, severance or other benefits, except only that this provision shall not limit any benefits otherwise available to Executive under Section 6(c) in the case of a termination occursfollowing a Change in Control. Notwithstanding the foregoing, calculated based on the number of months during such fiscal year in which the Employee was employed by however, the Company shall not be required to continue to pay the salary or bonus specified in clauses (i)(iii) or a successor corporation) with such payment being made on the termination date; (iv) reimbursement hereof for premiums paid for continued health benefits for Employee (and any eligible dependents) under period following the Company’s health plans until Termination Date if Executive violates the earlier of (a) twenty-four (24) months, payable when such premiums are due (provided Employee validly elects to continue coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), or (b) the date upon which Employee and Employee’s eligible dependents become covered under similar plans; and (v) outplacement services with a total value not to exceed Twenty Thousand Dollars ($20,000), to be provided within the Severance Period. The severance payments described noncompetition agreement set forth in subsections (i) and (ii) above shall be paid during the Severance Period in accordance with the Company’s standard payroll practicesSection 11.

Involuntary Termination. If the Employee experiences an Involuntary Termination, such termination of employment shall be subject to the Bank's obligations under this Section 7. In the event of the Involuntary Termination, if the Employee has offered to continue to provide services as contemplated by this Agreement and such offer has been declined, then, subject to Section 7(b) of this Agreement, the Bank shall, as liquidated damages (i) during the remaining term of this Agreement, pay to the Employee monthly one-twelfth of the Salary at the annual rate in effect immediately prior to the Date of Termination and one-twelfth of the average annual amount of cash bonus of the Employee’s employment is terminated (A) by , based on the Company other than for Cause or (B) voluntarily average amounts of cash bonus earned by the Employee for Good Reason, then Employee shall be entitled to receive the following benefits: (i) monthly severance payments during two full fiscal years preceding the period from the date Date of the Employee’s termination until the date twenty-four (24) months after the effective date of the termination (the “Severance Period”) equal to the monthly salary which the Employee was receiving immediately prior to the Change of ControlTermination; (ii) monthly severance payments provide the benefits set forth in Section 7(f) of this Agreement on the terms set forth therein PROVIDED THAT during the Severance Period equal to 1/12th remaining term of this Agreement, the Bank shall pay the same portion of the Employee’s “target bonus” (cost of benefits under Section 7(f) as defined herein) for the fiscal year in which the it would have paid if no termination occurs for each month in which severance payments are made to the Employee pursuant to subsection (i) above of employment had occurred; and (iii) if the pro-rated amount Employee is the record or beneficial owner of any options for stock of the Employee’s “target bonus” for Holding Company as of the fiscal year in which Date of Termination, then notwithstanding the termination occursprovisions of any other agreements or documents relating to such options, calculated based such options shall be deemed to be fully vested on the number Date of months during such fiscal Termination and shall be exercisable for a period of not less one year in which from the Date of Termination and the Bank shall guarantee that the Employee was employed by shall receive the Company (or a successor corporation) with benefits of such payment being made on the termination datevesting; and (iv) reimbursement if the Employee is not fully vested under any other benefit plan or arrangement in which he is a participant as of the Date of Termination (except for premiums paid for continued health benefits for any "employee pension plan" as defined in Section 3(2) of the Employee (and Retirement Income Security Act of 1974, as amended, including any eligible dependents"multiemployer plan" as defined in Section 3(37) under the Company’s health plans until the earlier of (a) twenty-four (24) months, payable when such premiums are due (provided Employee validly elects to continue coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”Act), or (b) deem the date upon which Employee and Employee’s eligible dependents become covered under similar plans; and (v) outplacement services with a total value not to exceed Twenty Thousand Dollars ($20,000), to be provided within fully vested therein and the Severance Period. The severance payments described in subsections (i) and (ii) above Bank shall be paid during the Severance Period in accordance with the Company’s standard payroll practicesguarantee that he shall receive benefits thereunder accordingly.

Involuntary Termination. If the Employee experiences an Involuntary Termination, such termination of employment shall be subject to the Bank’s obligations under this Section 6. In the event of Involuntary Termination, then, subject to Section 6(b) of this Agreement, the Bank shall, as liquidated damages (i) during the remaining Term of this Agreement, pay to the Employee monthly one-twelfth of the Base Salary at the annual rate in effect immediately prior to the Date of Termination and one-twelfth of the average annual amount of cash bonus of the Employee’s employment is terminated (A) by , based on the Company other than for Cause or (B) voluntarily average amounts of cash bonus earned by the Employee for Good Reason, then Employee shall be entitled to receive the following benefits: (i) monthly severance payments during two full fiscal years preceding the period from the date Date of the Employee’s termination until the date twenty-four (24) months after the effective date of the termination (the “Severance Period”) equal to the monthly salary which the Employee was receiving immediately prior to the Change of ControlTermination; (ii) monthly severance payments provide the benefits set forth in Section 6(f) of this Agreement on the terms set forth therein provided that during the Severance Period equal to 1/12th remaining Term of this Agreement, the Bank shall pay the same portion of the Employee’s “target bonus” (cost of benefits under Section 6(f) as defined herein) for the fiscal year in which the it would have paid if no termination occurs for each month in which severance payments are made to the Employee pursuant to subsection (i) above of employment had occurred; (iii) if the pro-rated amount Employee is not fully vested under any other benefit plan or arrangement in which he is a participant as of the Employee’s Date of Termination (except for any tax-qualified “target bonusemployee pension plan” for the fiscal year as defined in which the termination occurs, calculated based on the number Section 3(2) of months during such fiscal year in which the Employee was employed by Retirement Income Security Act of 1974, as amended, including any “multiemployer plan” as defined in Section 3(37) of such Act but excluding any supplemental executive retirement plan), deem the Company (or a successor corporation) with such payment being made on Employee to be fully vested therein and the termination dateBank shall guarantee that he shall receive benefits thereunder accordingly; (iv) reimbursement provide the Employee the opportunity to purchase the Key Man Policy for premiums paid for continued health benefits for its then cash surrender value and transfer ownership of the Principal Policy to the Employee at no cost to him (and any eligible dependents) under i.e., with no obligation to pay the Company’s health plans until the earlier of (a) twenty-four (24) months, payable when such premiums are due (provided Employee validly elects to continue coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”cash surrender value), or (b) the date upon which Employee and Employee’s eligible dependents become covered under similar plans; and (v) outplacement services with a total value not during the remaining Term of this Agreement, continue the group term life insurance (or, if the Bank is unable to exceed Twenty Thousand Dollars ($20,000)provide such group term life insurance, to be provided within the Severance Period. The severance payments described in subsections (i) and (ii) above Employee shall be paid during permitted to convert such coverage to an individual insurance policy) provided by the Severance Period Bank at the same premium cost to the Employee and at the same coverage level as in accordance with effect immediately prior to the Company’s standard payroll practicesInvoluntary Termination.

Involuntary Termination. If Without Cause at the EmployeeCompany’s employment is terminated (A) by option at any time, with or without notice and for any reason whatsoever, other than death, Disability or for Cause, in the sole discretion of the Company other than for Cause or (B) voluntarily by the Employee for Good Reason“Involuntary Termination”). Upon an Involuntary Termination, then Employee Executive shall be entitled to receive all of the following benefits: severance benefits (provided, however, that, in the event of an Involuntary Termination in circumstances in which the provisions of Section 1.3 would be applicable, the provisions of Section 1.3 will instead apply): (i) monthly severance payments during the period from the date of the Employee’s termination until the date twenty-four a lump sum payment in cash (24) months after the effective date of the termination (the “Severance Period”in accordance with Section 4.11) equal to the monthly salary which Monthly Base Salary in effect on the Employee was receiving immediately prior to the Change date of ControlInvoluntary Termination multiplied by 24; (ii) monthly severance payments during the Severance Period a lump-sum payment in cash (in accordance with Section 4.11) equal to 1/12th the amount of the Employee(a) Executive’s “target bonus” (as defined herein) bonus for the fiscal bonus year in which the termination occurs for each month in which severance payments are made to the Employee pursuant to subsection (i) above ; (iii) the pro-rated amount of the EmployeeExecutive’s “target bonus” for the fiscal year in which the termination Involuntary Termination occurs, calculated prorated based on the number of days in the bonus year that have elapsed prior to the date of Involuntary Termination, and (b) Executive’s Accrued Payment. (iii) provided that Executive is eligible for and timely elects to receive group medical continuation coverage under COBRA, the Company will pay 100% of applicable medical continuation premiums for the benefit of Executive (and his covered dependents as of the date of his termination, if any) under Executive’s then-current plan election for 18 months during after termination, with such fiscal year in which coverage to be provided under the Employee was employed closest comparable plan as offered by the Company (or a successor corporation) with such payment being made on the termination datefrom time to time; and (iv) reimbursement for premiums paid for continued health benefits for Employee a pro-rata portion of all stock options, restricted stock awards, restricted stock units and similar equity awards granted to Executive by the Company prior to the date of termination (collectively, the “Outstanding Equity Awards”) that would otherwise have vested during the six-month period following the date of Involuntary Termination if such termination had not occurred shall immediately vest and any eligible dependentsbecome exercisable on the date of termination. (v) under The remaining portion of all Outstanding Equity Awards, if any, which is unvested on the Company’s health plans date of Involuntary Termination shall be forfeited and canceled in its entirety upon the date of Involuntary Termination. (vi) Each Outstanding Equity Award which is or becomes vested and exercisable on the date of Involuntary Termination shall remain outstanding and exercisable until the earlier of (a) twenty-four (24) months, payable when such premiums are due (provided Employee validly elects to continue coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), or expiration of the twelve month period which commences on the date of Involuntary Termination and (b) the expiration date upon which Employee and Employee’s eligible dependents become covered under similar plans; and (v) outplacement services with a total value not to exceed Twenty Thousand Dollars ($20,000), to be provided within of the Severance Periodoriginal term of the Outstanding Equity Award. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period in accordance with the Company’s standard payroll practices.c.

Involuntary Termination. If the Employee experiences an Involuntary Termination, such termination of employment shall be subject to the Company’s obligations under this Section 7. In the event of the Involuntary Termination of the Employee’s employment is terminated , the Company shall, during the remaining term of this Agreement (Ai) pay to the Employee monthly one-twelfth of the Company Salary at the annual rate in effect immediately prior to the Date of Termination and one-twelfth of the average annual amount of cash bonus and cash incentive compensation of the Employee, based on the average amounts of such compensation earned by the Employee from the Company and any Consolidated Subsidiaries for the two full fiscal years preceding the Date of Termination; and (ii) maintain substantially the same hospitalization, medical, dental, prescription drug and other health benefits offered by the Company other than from time to time to its employees generally to comply with the continuation coverage requirements of Code Section 4980B(f) (i.e., "COBRA" coverage) for Cause or (B) voluntarily by the benefit of the Employee and his eligible dependents who would have been eligible for Good Reason, then such benefits if the Employee had not suffered Involuntary Termination.. No payment shall be entitled to receive the following benefits: (imade under this Section 7(a) monthly severance payments during the period from the date of unless the Employee’s termination until of employment qualifies as a “Separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for in the date twenty-four (24) months after the effective date of the termination (the “Severance Period”) equal to the monthly salary which Section 409A regulations). If the Employee was receiving immediately prior to the Change of Control; (ii) monthly severance payments during the Severance Period equal to 1/12th of the is a “Specified Employee’s “target bonus” (as defined hereinin Section 409A) for at the fiscal year time of his Separation from Service, then payments under this Section 7(a) which are not considered paid on account of an involuntary separation from service (as defined in which Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as such constitute deferred compensation under Section 409A, shall not be paid until the termination occurs for each month in which severance 185th day following the Employee=s Separation from Service, or his earlier death (the “Delayed Distribution Date”). Any payments are made to the Employee pursuant to subsection (i) above ; (iii) the pro-rated amount deferred on account of the Employee’s “target bonus” for the fiscal year in which the termination occurs, calculated based on the number of months during such fiscal year in which the Employee was employed by the Company (or a successor corporation) with such payment being made on the termination date; (iv) reimbursement for premiums paid for continued health benefits for Employee (and any eligible dependents) under the Company’s health plans until the earlier of (a) twenty-four (24) months, payable when such premiums are due (provided Employee validly elects to continue coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), or (b) the date upon which Employee and Employee’s eligible dependents become covered under similar plans; and (v) outplacement services with a total value not to exceed Twenty Thousand Dollars ($20,000), to be provided within the Severance Period. The severance payments described in subsections (i) and (ii) above preceding sentence shall be accumulated without interest and paid during with the Severance Period first payment that is payable in accordance with the Company’s standard payroll practicespreceding sentence and Section 409A. To the extent permitted by Section 409A, amounts payable under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of an involuntary separation from service as herein defined herein).

Involuntary Termination. If the Employee’s employment is terminated (Aterminated(A) by the Company other than for Cause Cause, or (B) voluntarily by the Employee for Good Reason, then the Employee shall be entitled to receive the following benefits: (i) monthly severance payments during the period from the date of the Employee’s termination until the date twenty-four three (243) months after the effective date of the termination (the “Severance Period”) equal to the monthly salary which the Employee was receiving immediately prior to the Change of Controltermination date; (ii) monthly severance payments during the Severance Period equal to 1/12th of the Employee’s “target bonus” (as defined herein) for the fiscal year in which the termination occurs for each month in which severance payments are made to the Employee pursuant to subsection (i) above above; (iii) the pro-rated amount of the Employee’s “target bonus” for the fiscal year in which the termination occurs, calculated based on the number of months during such fiscal year in which the Employee was employed by the Company (or a successor corporation) with such payment being made on the termination date; (iv) reimbursement for premiums paid for continued health benefits for Employee (and any eligible dependents) under the Company’s health plans until the earlier of (a) twenty-four (24) monthsthe end of the Severance Period, payable when such premiums are due (provided Employee validly elects to continue coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), or (b) the date upon which Employee and Employee’s eligible dependents become covered under similar plans; and (v) outplacement services with a total value not to exceed Twenty Thousand Dollars ($20,000), to be provided within the Severance Period. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period in accordance with the Company’s standard payroll practices.

Involuntary Termination. If the Employee’s 's employment is terminated (A) by the Company as a result of an Involuntary Termination other than for Cause or (B) voluntarily by Cause, the Employee for Good Reason, then Employee shall be entitled to receive the following benefits: (i) monthly severance payments during the period from the date of the Employee’s 's termination until the date twenty-four (24) 12 months after the effective date of the termination (the “"Severance Period”") equal to the monthly salary which the Employee was receiving immediately prior to at the Change time of Controlsuch termination, which payments shall be paid during the Severance Period in accordance with the Company's standard payroll practices; (ii) monthly severance payments during the Severance Period equal to 1/12th of the Employee’s “'s "target bonus” " (as defined hereinbelow) for the fiscal year in which the termination occurs (or for each month in which severance payments are made to the Employee pursuant to subsection (i) above ; (iii) the pro-rated amount of the Employee’s “prior fiscal year if a target bonus” bonus has not yet been determined for the fiscal year in which the termination occurs, calculated based on ); (iii) continuation of all health and life insurance benefits through the number end of months during such fiscal year in the Severance Period substantially identical to those to which the Employee was employed by entitled immediately prior to the Company (termination, or to those being offered to officers of the Company, or a successor corporation) with such payment being made on , if the termination dateCompany's benefit programs are changed during the Severance Period; (iv) reimbursement for premiums paid for continued health benefits for full and immediate vesting of each unvested Option held by the Employee (and any eligible dependents) under the Company’s health plans until the earlier of (a) twenty-four (24) months, payable when such premiums are due (provided Employee validly elects to continue coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), or (b) on the date upon of termination so that each such option shall be exercisable in full on the termination date in accordance with the provisions of the Option Agreement and Plan pursuant to which Employee and Employee’s eligible dependents become covered under similar planssuch option was granted; and (v) outplacement services with a total value not to exceed Twenty Thousand Dollars $15,000. For purposes of this Agreement, the term "target bonus" shall mean the Employee's base salary in effect on the termination date multiplied by that percentage of such base salary that is prescribed by the Company under its Executive Bonus Program as the percentage of such base salary payable to the Employee as a bonus if the Company pays bonuses at one-hundred percent ($20,000), to be provided within the Severance Period. The severance payments described in subsections (i100%) and (ii) above shall be paid during the Severance Period in accordance with the Company’s standard payroll practicesof its operating plan.

Involuntary Termination. If The Board of Directors may terminate the Employee’s employment is terminated at any time, but, except in the case of Termination for Cause, termination of employment shall not prejudice the Employee’s right to compensation or other benefits under this Agreement. In the event of Involuntary Termination other than after a Change in Control which occurs during the term of this Agreement, the Company and the Bank jointly shall (Ai) pay to the Employee during the remaining term of this Agreement the Salary at the rate in effect immediately prior to the Date of Termination, including the pro rata portion of any incentive award, payable in such manner and at such times as the Salary would have been payable to the Employee under Section 4(a) if the Employee had continued to be employed by the Company other than for Cause or and the Bank, and (Bii) voluntarily by provide to the Employee during the remaining term of this Agreement substantially the same group life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for Good Reasonthe benefit of the Employee and his/her dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination, then Employee shall be entitled on terms substantially as favorable to receive the following benefits: Employee, including amounts of coverage and deductibles and other costs to him, as if he/she had not suffered Involuntary Termination. Notwithstanding the foregoing, if (but for this sentence) (i) monthly the taxable payments under this Section 7(a) would either extend over a long enough period, or have a sufficient cumulative value, to cause a portion of the payments to not to be considered severance payments during under Section 409A (so that the period from excess portion would be considered deferred compensation for purposes of Section 409A), then the date first payments made under this Section 7(a) shall be considered as made pursuant to a separation pay program to the extent permitted under Section 409A, with the balance of the payments (the “Excess Separation Payments”) being considered deferred compensation, (ii) the manner in which the Excess Severance Payments are paid shall be modified if and to the minimum extent necessary to cause those payments to comply with Section 409A, and (iii) if at the time of the Employee’s termination until Separation from Service he/she is a “specified employee” within the date twenty-four (24) meaning of Section 409A, then no portion of the Excess Separation Payment shall be paid earlier than six months after the effective date of the termination (the “Severance Period”) equal to the monthly salary which the Employee was receiving immediately prior to the Change of Control; (ii) monthly severance payments during the Severance Period equal to 1/12th of the Employee’s “target bonus” Separation from Service (as defined herein) for the fiscal year in which the termination occurs for each month in which severance with any payments are made to the Employee pursuant to subsection (i) above ; (iii) the pro-rated amount delayed on account of the Employee’s “target bonus” for the fiscal year in which the termination occurs, calculated based on the number of months during such fiscal year in which the Employee was employed by the Company (or a successor corporation) with such payment being made on the termination date; (iv) reimbursement for premiums this requirement paid for continued health benefits for Employee (and any eligible dependents) under the Company’s health plans until the earlier of (a) twenty-four (24) months, payable when such premiums are due (provided Employee validly elects to continue coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), or (b) the date upon which Employee and Employee’s eligible dependents become covered under similar plans; and (v) outplacement services with a total value not to exceed Twenty Thousand Dollars ($20,000), to be provided within the Severance Period. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period in accordance with the Company’s standard payroll practicesfirst payment that is not so limited).

Involuntary Termination. If (i) Executive's employment with the Employee’s Company terminates other than voluntarily (excluding a termination based on Executive's death or Disability) or for "Cause" (as defined herein), or (ii) Executive terminates his employment is terminated with the Company due to an Involuntary Termination, and (iii) Executive signs and does not revoke a standard release of claims with the Company, then, subject to Section 9, Executive shall be entitled to receive: (1) continuing payments of severance pay (less applicable withholding taxes) at a rate equal to his Base Salary rate, as then in effect, for a period of twelve (12) months from the date of such termination of employment, to be paid periodically in accordance with the Company's normal payroll policies; (2) accelerated vesting of the shares of common stock subject to the stock options granted to Executive by the Company (the "Options") in an amount equal to the greater of (A) by the Company other than for Cause twelve (12) months or (B) voluntarily by fifty percent (50%) of the Employee for Good Reason, then Employee unvested shares of common stock subject to the Options as of the date of Executive's termination of employment; (3) all shares of common stock subject to the Options which have vested (including pursuant to Section 6(a)(iii)(2) above) as of the date of Executive's termination of employment shall be entitled exercisable for a period of one (1) year following the date of such termination, provided, however, that in no event shall this provision operate to receive extend an Option beyond the following benefits: term/expiration date of such Option; (i4) monthly severance payments during continuing life insurance and health plan coverage for the Executive and his dependents for a period of twelve (12) months from the date of such termination of employment and (5) the Employee’s termination until the date twentypro-four (24) months after the effective date rated portion of the termination (the “Severance Period”) equal to the monthly salary which the Employee was receiving immediately prior to the Change of Control; (ii) monthly severance payments during the Severance Period equal to 1/12th of the Employee’s “target bonus” (as defined herein) projected Bonus for the fiscal year in which such termination of employment occurs (less applicable withholding taxes) to be paid periodically over a period of six (6) months from the date of termination occurs for each month in which severance payments are made to accordance with the Employee pursuant to subsection (i) above ; (iii) the pro-rated amount Company's normal payroll practices. The pro rata portion of the Employee’s “target bonus” Bonus shall be calculated as if 100% of the Bonus was to be paid for the fiscal year in which the termination occurs, calculated based on the number of months during such fiscal year in which the Employee was employed by the Company (or a successor corporation) with such payment being made on the termination date; (iv) reimbursement for premiums paid for continued health benefits for Employee (and any eligible dependents) under the Company’s health plans until the earlier of (a) twenty-four (24) months, payable when such premiums are due (provided Employee validly elects to continue coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), or (b) the date upon which Employee and Employee’s eligible dependents become covered under similar plans; and (v) outplacement services with a total value not to exceed Twenty Thousand Dollars ($20,000), to be provided within the Severance Period. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period in accordance with the Company’s standard payroll practices.

Involuntary Termination. If the Employee’s 's employment ----------------------- is terminated (A) by the Company as a result of an Involuntary Termination other than for Cause or (B) voluntarily by Cause, the Employee for Good Reason, then Employee shall be entitled to receive the following benefits: (i) monthly severance payments during the period from the date of the Employee’s 's termination until the date twenty-four (24) 12 months after the effective date of the termination (the “"Severance Period”") equal to the monthly salary which the ----------------- Employee was receiving immediately prior to the Change of Control; (ii) monthly severance payments during the Severance Period equal to 1/12th of the Employee’s “'s "target bonus” " (as defined hereinbelow) for the fiscal year in which the termination occurs for each month in which severance payments are made to the Employee pursuant to subsection (i) above occurs; (iii) continuation of health and life insurance benefits through the pro-rated amount end of the Employee’s “target bonus” for the fiscal year in which the termination occurs, calculated based on the number of months during such fiscal year in Severance Period substantially identical to those to which the Employee was employed by entitled immediately prior to the Company (or a successor corporation) with such payment being made on the termination dateChange of Control; (iv) reimbursement for premiums paid for continued health benefits for each stock option held by the Employee (shall become immediately exercisable and vested, and shall be considered "Vested Shares" under each such stock option, on the date of termination as to 100% of the shares issuable upon exercise of such option and shall be exercisable in full in accordance with the provisions of the Option Agreement and Plan pursuant to which such option was granted; and the Company's right of repurchase with respect to such shares and any eligible dependents) under shares previously issued upon exercise of stock options held by the Company’s health plans until the earlier of (a) twenty-four (24) months, payable when Employee shall immediately lapse on such premiums are due (provided Employee validly elects to continue coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), or (b) the date upon which Employee and Employee’s eligible dependents become covered under similar plansdate; and (v) outplacement services with a total value not to exceed Twenty Thousand Dollars ($20,000), to be provided within the Severance Period15,000. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period in accordance with the Company’s 's standard payroll practices. For purposes of this Agreement, the term "target bonus" shall mean that ------ ----- percentage of the Employee's base salary that is prescribed by the Company under its Management Bonus Program as the percentage of such base salary payable to the Company as a bonus if the Company pays bonuses at one-hundred percent (100%) of its operating plan.

Involuntary Termination. If Without Cause at the EmployeeCompany’s employment is terminated (A) by option at any time, with or without notice and for any reason whatsoever, other than death, Disability or for Cause, in the sole discretion of the Company other than for Cause or (B) voluntarily by the Employee for Good Reason“Involuntary Termination”). Upon an Involuntary Termination, then Employee Executive shall be entitled to receive all of the following benefits: severance benefits (provided, however, that, in the event of an Involuntary Termination in circumstances in which the provisions of Section 1.3 would be applicable, the provisions of Section 1.3 will instead apply): (i) monthly severance payments during the period from the date of the Employee’s termination until the date twenty-four a lump sum payment in cash (24) months after the effective date of the termination (the “Severance Period”in accordance with Section 4.11) equal to the monthly salary which Monthly Base Salary in effect on the Employee was receiving immediately prior to the Change date of ControlInvoluntary Termination multiplied by 12; (ii) monthly severance payments during the Severance Period a lump-sum payment in cash (in accordance with Section 4.11) equal to 1/12th the amount of the Employee(a) Executive’s “target bonus” (as defined herein) bonus for the fiscal bonus year in which the termination occurs for each month in which severance payments are made to the Employee pursuant to subsection (i) above ; (iii) the pro-rated amount of the EmployeeExecutive’s “target bonus” for the fiscal year in which the termination Involuntary Termination occurs, calculated prorated based on the number of days in the bonus year that have elapsed prior to the date of Involuntary Termination, and (b) Executive’s Accrued Payment. (iii) provided that Executive is eligible for and timely elects to receive group medical continuation coverage under COBRA, the Company will pay 100% of applicable medical continuation premiums for the benefit of Executive (and his covered dependents as of the date of his termination, if any) under Executive’s then-current plan election for 18 months during after termination, with such fiscal year in which coverage to be provided under the Employee was employed closest comparable plan as offered by the Company (or a successor corporation) with such payment being made on the termination datefrom time to time; and (iv) reimbursement for premiums paid for continued health benefits for Employee fifty percent (50%) of all stock options, restricted stock awards, restricted stock units and any eligible dependentssimilar equity awards granted to Executive by the Company prior to the date of termination (collectively, the “Outstanding Equity Awards”) under that would otherwise have vested during the Company’s health plans twelve month period following the date of Involuntary Termination if such termination had not occurred shall immediately vest and become exercisable on the date of termination. (v) the remaining portion of all Outstanding Equity Awards, if any, which is unvested on the date of Involuntary Termination shall be forfeited and canceled in its entirety upon the date of Involuntary Termination. (vi) each Outstanding Equity Award which is or becomes vested and exercisable on the date of Involuntary Termination shall remain outstanding and exercisable until the earlier of (a) twenty-four (24) months, payable when such premiums are due (provided Employee validly elects to continue coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), or expiration of the twelve month period which commences on the date of Involuntary Termination and (b) the expiration date upon which Employee and Employee’s eligible dependents become covered under similar plans; and (v) outplacement services with a total value not to exceed Twenty Thousand Dollars ($20,000), to be provided within of the Severance Periodoriginal term of the Outstanding Equity Award. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period in accordance with the Company’s standard payroll practices.c.