Common use of Involuntary Termination Clause in Contracts

Involuntary Termination. If the Employee’s employment terminates as a result of an Involuntary Termination other than for Cause, the Employee shall be entitled to receive the following benefits: (i) severance payments during the period from the date of the Employee’s termination until the date 12 months after the effective date of the termination (the “Severance Period”) equal to the salary which the Employee was receiving immediately prior to the change of control, 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 below) for the fiscal year in which the termination occurs (or the most recent fiscal year for which a cash target bonus was determined if a cash target bonus has not yet been determined for the fiscal year in which the termination occurs); (iii) continuation of all health and life insurance 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; (iv) full and immediate vesting of each unvested Option and share of restricted Company stock held by the Employee on the date 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 such stock awards were granted; and (v) outplacement services with a total value not to exceed $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 (100%) of its operating plan.

Involuntary Termination. If The Board of Directors may, without cause, terminate the Employee’s 's employment terminates as a result at any time, but, except in the case of an 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, the Employee shall be entitled to receive the following benefits: (i) severance payments after a Change in Control which occurs during the period from the date of the Employee’s termination until the date 12 months after the effective date of the termination (the “Severance Period”) equal to the salary which the Employee was receiving immediately prior to the change of control, 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 below) for the fiscal year in which the termination occurs (or the most recent fiscal year for which a cash target bonus was determined if a cash target bonus has not yet been determined for the fiscal year in which the termination occurs); (iii) continuation of all health and life insurance 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; (iv) full and immediate vesting of each unvested Option and share of restricted Company stock held by the Employee on the date 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 such stock awards were granted; and (v) outplacement services with a total value not to exceed $15,000. For purposes term of this Agreement, the term “target bonus” Company and the Bank jointly shall mean a cash bonus equal (i) pay to the Employee’s base salary Employee during the remaining term of this Agreement the Salary at the rate in effect immediately prior to the change Date of control multiplied by Termination, including the pro rata portion of any incentive award that percentage of such base salary that is prescribed by the Company under its Officer Incentive Plan as the percentage of such base salary would have been payable to the Employee as a cash bonus under Section 4(b) of this Agreement had the Employee continued to be employed by the Company and the Bank, and (ii) 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 Company pays bonuses at one-hundred percent 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 (100%) 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 its operating planthe 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 the final payment would be made.

Involuntary Termination. If the Employee’s 's employment terminates is terminated as a result of an Involuntary Termination other than for Cause, the 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 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 control, which payments shall be paid during the Severance Period in accordance with the Company’s standard payroll practicesControl; (ii) monthly severance payments during the Severance Period equal to 1/12th of the Employee’s “'s "target bonus” " (as defined below) for the fiscal year in which the termination occurs for each month in which severance payments are made to the Employee pursuant to subsection (or i) above; (iii) the most recent fiscal year for which a cash pro-rated amount of the Employee's "target bonus was determined if a cash target bonus has not yet been determined 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; (iiiiv) continuation of all health and life insurance 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 Change of the Company, or a successor corporation, if the Company’s benefit programs are changed during the Severance PeriodControl; (ivv) full and immediate vesting of each unvested Option and share of restricted Company stock option granted for the Company's securities held by the Employee on the date 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, Option Agreement and plan Plan pursuant to which such stock awards were option was granted; and (vvi) outplacement services with a total value not to exceed $15,000. 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. 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 the Employee's base salary that is prescribed by the Company under its Officer Incentive Plan Management Bonus Program as the percentage of such base salary payable to the Employee Company as a cash bonus if the Company pays bonuses at one-hundred percent (100%) of its operating plan.

Involuntary Termination. If the Employee’s 's employment terminates is ----------------------- terminated as a result of an Involuntary Termination other than for CauseCause (as defined in Section 6 below) and other than by reason of Employee's Voluntary Termination, the Employee shall will be entitled to receive the following benefits: a severance payment equal to twelve (i12) severance payments during the period from the date months of the Base Salary plus the amount of Employee’s termination until the date 12 months after the effective date of the termination (the “Severance Period”) equal to the salary which the Employee was receiving immediately prior to the change of control, 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 below) bonus for the fiscal year in which the termination occurs (or to the most recent fiscal year for which a cash target bonus was determined if a cash target extent that the bonus has not yet 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) one-half within seven (7) days of the fiscal year in which effective date of the termination, and (ii) one-half on the six-month anniversary thereof. Health insurance benefits with the same coverage provided to Employee prior to the termination occurs); (iii) continuation of and in all health and life insurance benefits through the end of the Severance Period substantially identical other respects significantly comparable to those to which the Employee was entitled in place immediately prior to the terminationtermination 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 provided pursuant to the terms of the Consolidated Omnibus Reconciliation Act of 1985, or as amended, ("COBRA") once available to those being offered to officers employees of the Company). In addition, or a successor corporation, if the Company’s benefit programs are changed during the Severance Period; (iv) full and immediate vesting of each unvested Option and share of restricted Company stock option held by the Employee on that is unexercisable as of the date of such termination so that each shall become exercisable on the effective date of such option termination with respect to fifty percent (50%) of the Shares (as defined in 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 be exercisable execute and deliver to the Company (and remain in full compliance with): (i) a Settlement Agreement and each share Release of restricted stock shall be fully vested on Claims in a form satisfactory to the termination date in accordance with the provisions of the option and/or restricted stock agreement, as applicable, and plan pursuant to which such stock awards were grantedCompany; and (vii) outplacement services a resignation from all of Employee's positions with the Company, including from the Board of Directors and any committee thereof on which Employee serves, in a total value not to exceed $15,000. For purposes of this Agreement, the term “target bonus” shall mean a cash bonus equal form satisfactory 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 (100%) of its operating planCompany.

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 terminates as a result of an Involuntary Termination by the Company other than for Cause, or in the event of your termination of employment for Good Reason in either case outside the Change in Control period stated in Section 5(b), and provided you execute and not revoke an effective Employee shall be entitled to receive the following benefits: (i) severance payments during the period from the date of the Employee’s termination until the date 12 months after the effective date of the termination (the “Severance Period”) equal to the salary which the Employee was receiving immediately prior to the change of control, 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” Release (as defined below), the Company will (i) 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 fiscal year in which date of termination with such installments to commence on the termination occurs first regularly-scheduled Company payroll date your signed Employee Release pursuant to Section 5(c) is effective and irrevocable; and (ii) if you elect to receive continued healthcare coverage pursuant to the provisions of COBRA, the Company shall directly pay, or reimburse you for, the most recent fiscal year premium for which a cash target bonus was determined if a cash target bonus has not yet been determined for the fiscal year in which the termination occurs); (iii) continuation of all health you and life insurance benefits your covered dependents through the end earlier of (i) a period of six (6) months from and after the Severance Period substantially identical to those date of your termination and (ii) the date you and your covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s). Notwithstanding the foregoing, (i) if any plan pursuant to which the Employee was entitled immediately such benefits are provided is not, or ceases prior to the terminationexpiration of the period of continuation coverage to be, exempt from the application of Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”) under Treasury Regulation Section 1.409A-1(a)(5), or (ii) the Company is otherwise unable to those being offered continue to officers cover you under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the CompanyPublic Health Service Act), or a successor corporationthen, if the Company’s benefit programs are changed during the Severance Period; (iv) full and immediate vesting of in either case, an amount equal to each unvested Option and share of restricted remaining Company stock held by the Employee subsidy shall thereafter be paid to you in substantially equal monthly installments. The 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 each 25% of any then unvested option shares and other equity incentive awards shall immediately vest and become exercisable upon such option termination. Except as set forth in clause (ii) of the first sentence of this Section 5(a), benefits shall be exercisable in full and each share of restricted stock shall be fully vested on the termination date terminate in accordance with the provisions terms of the option and/or restricted stock agreement, as applicable, and plan pursuant to which such stock awards were granted; and (v) outplacement services with a total value not to exceed $15,000. For purposes applicable benefit plans based on the date 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 termination 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 (100%) of its operating planyour employment.

Involuntary Termination. If The Executive's employment hereunder may be terminated during the Employee’s employment terminates as a result of an Involuntary Termination Employment Term by the Company for any reason other than death, Disability or for CauseCause by written notice as provided in Section 12.6. In the event of such an involuntary termination, the Employee shall 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") 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 12 months Executive has committed or engaged in an act constituting Cause: (a) 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 (the “Severance Period”) equal to the salary which the Employee was receiving immediately prior to the change of control, 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 business and/or assets of the Employee’s “target bonus” (as defined below) for Company fails to assume all duties, obligations and liabilities of the fiscal year in which Company under the termination occurs (or the most recent fiscal year for which a cash target bonus was determined if a cash target bonus has not yet been determined for the fiscal year in which the termination occursAgreement pursuant to Section 12.2(i); (iiic) continuation of all health and life insurance benefits through a reduction in the end scope or value of the Severance Period substantially identical to those to which the Employee was entitled immediately prior aggregate benefits and incentive compensation described in Sections 4.1(iii), 4.2, 4.3, 4.5 and 4.6 provided to the 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 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 those being offered appoint Executive to officers the positions of President and Chief Operating Officer of the Company, or a successor corporation, if the Company’s benefit programs are changed during the Severance PeriodExecutive is removed from such position; (ivf) full the failure to appoint Executive to the positions of President and immediate vesting 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 unvested Option and share of restricted Company stock held by the Employee on the date 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 agreementamount of benefits, levels of coverage and performance measures and levels of required performance) as the benefits payable thereunder prior to the reduction, or the failure to pay the Executive Base Salary or incentive compensation earned when due; (h) the failure to appoint the Executive to the position or positions of Chairman of the Board and Chief Executive Officer of the Company or Chairman of the Board of a Utility Subsidiary, as applicable, and plan pursuant effective immediately following the date as of which Mr. X. X. Xxxxxx ceases to which serve in any such stock awards were grantedposition or positions, or removal of the Executive from any such position or positions after such appointment; and or (vi) outplacement services the Executive is required without his prior written consent to relocate from Reno, Nevada prior to the second anniversary of the Effective Date. Notwithstanding the provisions of clauses (e), (f) or (h) of the preceding sentence or Section 6.1(a) or (b), any change in the Executive's title or titles required by law, rule, order or regulation of any agency with a total value competent jurisdiction shall not to exceed $15,000. For be deemed Good Reason 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 (100%) of its operating plan.

Involuntary Termination. If the Employee’s employment terminates as a result of an Involuntary Termination is terminated (A) by the Company other than for CauseCause or (B) voluntarily by the Employee for Good Reason, the 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 12 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 Change of control, which payments shall be paid during the Severance Period in accordance with the Company’s standard payroll practicesControl; (ii) monthly severance payments during the Severance Period equal to 1/12th of the Employee’s “target bonus” (as defined belowherein) for the fiscal year in which the termination occurs for each month in which severance payments are made to the Employee pursuant to subsection (or i) above ; (iii) the most recent fiscal year for which a cash pro-rated amount of the Employee’s “target bonus was determined if a cash target bonus has not yet been determined bonus” for the fiscal year in which the termination occurs); (iii) continuation , calculated based on the number of all health and life insurance benefits through the end of the Severance Period substantially identical to those to months during such fiscal year in which the Employee was entitled immediately prior to employed by the termination, or to those being offered to officers of the Company, Company (or a successor corporation, if ) with such payment being made on the Company’s benefit programs are changed during the Severance Periodtermination date; (iv) full reimbursement for premiums paid for continued health benefits for Employee (and immediate vesting any eligible dependents) under the Company’s health plans until the earlier of each unvested Option and share of restricted Company stock held by (a) twenty-four (24) months, payable when such premiums are due (provided Employee validly elects to continue coverage under the Employee on Consolidated Omnibus Budget Reconciliation Act (“COBRA”), or (b) the date of termination so that each such option shall be exercisable in full upon which Employee 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 such stock awards were grantedEmployee’s eligible dependents become covered under similar plans; and (v) outplacement services with a total value not to exceed Twenty Thousand Dollars ($15,00020,000), to be provided within the Severance Period. For purposes of this Agreement, The severance payments described in subsections (i) and (ii) above shall be paid during the term “target bonus” shall mean a cash bonus equal to Severance Period in accordance with the EmployeeCompany’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 (100%) of its operating planstandard payroll practices.

Involuntary Termination. If the EmployeeExecutive’s employment with the Company terminates as a result of an Involuntary Termination other than for “Cause” (as defined herein), death or disability, and Executive signs and does not revoke a standard release of claims with the Employee Company, then, subject to Section 11, Executive shall be entitled to receive the following benefits: (i) receive continuing payments of severance payments during the 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 Employee’s termination until the date 12 months after the effective date of the termination (the “Severance Period”) equal Company, to the salary which the Employee was receiving immediately prior to the change of control, which payments shall be paid during the Severance Period periodically in accordance with the Company’s standard normal payroll practicespolicies 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) monthly severance payments during the Severance Period equal to 1/12th immediate vesting and exercisability of % of the Employeeshares 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 “target bonusStock Awards”) and (iii) continued payment by the Company of the group health continuation coverage premiums for Executive and Executive’s eligible dependents under Title X of the Consolidated Budget Reconciliation Act of 1985, as amended (“COBRA”) as in effect through the lesser of (x) months from the effective date of such termination, (y) the date upon which Executive and Executive’s eligible dependents become covered under similar plans, or (z) the date Executive no longer constitutes a “Qualified Beneficiary” (as such term is defined belowin Section 4980B(g) for of the fiscal year in which Internal Revenue Code of 1986, as amended (the termination occurs (or the most recent fiscal year for which a cash target bonus was determined if a cash target bonus has not yet been determined for the fiscal year in which the termination occurs“Code”)); (iii) continuation of all health provided, however, that Executive will be solely responsible for electing such coverage within the required time periods. Compensation and life insurance benefits through the end of the Severance Period substantially identical payable pursuant 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 this provision that are changed during the Severance Period; (iv) full and immediate vesting of each unvested Option and share of restricted Company stock held by the Employee on made from the date 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 “separation from service” with the provisions Company through March 15th of the option and/or restricted stock agreementcalendar year following such termination, as applicable, are intended to constitute separate payments for purposes of Treas. Reg. 1.409A-2(b)(2) and plan thus payable pursuant to which the “shot-term deferral” rule set forth in Treas. Reg. 1.409A-1(b)(4); payments made following such stock awards were granted; and (v) outplacement services with a total value not March 15th, are intended to exceed $15,000. For constitute separate payments for purposes of this AgreementTreas. 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 term requirement of Section 409A(a)(2)(B)(i) of the code that payments be delayed until six months after “target bonusseparation from service” shall mean if Executive is a cash bonus equal to “specified employee” within the Employee’s base salary in effect immediately prior to meaning of the change aforesaid section of control multiplied by that percentage the Code at the time 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 (100%) of its operating plan“separation from service.”

Involuntary Termination. If the Employee’s 's employment terminates ----------------------- is terminated as a result of an Involuntary Termination other than for Cause, the 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 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 control, which payments shall be paid during the Severance Period in accordance with the Company’s standard payroll practicesControl; (ii) monthly severance payments during the Severance Period equal to 1/12th of the Employee’s “'s "target bonus” " (as defined below) for the fiscal year in which the termination occurs (or the most recent fiscal year for which a cash target bonus was determined if a cash target bonus has not yet been determined for the fiscal year in which the termination occurs); (iii) continuation of all health and life insurance 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 Change of the Company, or a successor corporation, if the Company’s benefit programs are changed during the Severance PeriodControl; (iv) full and immediate vesting of each unvested Option and share of restricted Company 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 so that each as to 100% of the shares issuable upon exercise of such option and 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, Option Agreement and plan Plan pursuant to which such option was granted; and the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock awards were grantedoptions held by the Employee shall immediately lapse on such date; and (v) outplacement services with a total value not to exceed $15,000. 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. For purposes of this Agreement, the term “"target bonus” " shall mean a cash bonus equal to that ------ ----- percentage of the Employee’s base salary in effect immediately prior to the change of control multiplied by that percentage of such 's base salary that is prescribed by the Company under its Officer Incentive Plan Management Bonus Program as the percentage of such base salary payable to the Employee Company as a cash 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 terminates as a result 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 (“Involuntary Termination”). Upon an Involuntary Termination, Executive shall receive all of the following severance benefits (provided, however, that, in the event of an Involuntary Termination other than for Causein circumstances in which the provisions of Section 1.3 would be applicable, the Employee shall be entitled to receive the following benefits: provisions of Section 1.3 will instead apply): (i) severance payments during the period from the date of the Employee’s termination until the date 12 months after the effective date of the termination a lump sum payment in cash (the “Severance Period”in accordance with Section 4.11) equal to the salary which Monthly Base Salary in effect on the Employee was receiving immediately prior to the change date of control, which payments shall be paid during the Severance Period in accordance with the Company’s standard payroll practicesInvoluntary 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 below) bonus for the fiscal bonus year in which Executive’s Involuntary Termination occurs, prorated based on the termination occurs number of days in the bonus year that have elapsed prior to the date of Involuntary Termination, and (or the most recent fiscal year for which a cash target bonus was determined if a cash target bonus has not yet been determined for the fiscal year in which the termination occurs); 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 after termination, with such coverage to be provided under the closest comparable plan as offered by the Company from time to time; and (iv) a pro-rata portion of all health stock options, restricted stock awards, restricted stock units and life insurance benefits through similar equity awards granted to Executive by the end of the Severance Period substantially identical to those to which the Employee was entitled immediately Company prior to the terminationdate of termination (collectively, or to those being offered to officers of the Company, or a successor corporation, if the Company’s benefit programs are changed “Outstanding Equity Awards”) that would otherwise have vested during the Severance Period; (iv) full six-month period following the date of Involuntary Termination if such termination had not occurred shall immediately vest and immediate vesting of each unvested Option and share of restricted Company stock held by the Employee become exercisable on the date 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 such stock awards were granted; and termination. (v) outplacement services with a total value not to exceed $15,000The 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. For purposes (vi) Each Outstanding Equity Award which is or becomes vested and exercisable on the date of this Agreement, Involuntary Termination shall remain outstanding and exercisable until the earlier of (a) the expiration of the twelve month period which commences on the date of Involuntary Termination and (b) the expiration date of the original term “target bonus” shall mean a cash bonus equal to of 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 (100%) of its operating plan.Outstanding Equity Award. c.

Involuntary Termination. If The Board of Directors may terminate the Employee’s employment terminates as a result at any time, but, except in the case of an 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, the Employee shall be entitled to receive the following benefits: (i) severance payments after a Change in Control which occurs during the period from the date of the Employee’s termination until the date 12 months after the effective date of the termination (the “Severance Period”) equal to the salary which the Employee was receiving immediately prior to the change of control, 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 below) for the fiscal year in which the termination occurs (or the most recent fiscal year for which a cash target bonus was determined if a cash target bonus has not yet been determined for the fiscal year in which the termination occurs); (iii) continuation of all health and life insurance 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; (iv) full and immediate vesting of each unvested Option and share of restricted Company stock held by the Employee on the date 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 such stock awards were granted; and (v) outplacement services with a total value not to exceed $15,000. For purposes term of this Agreement, the term “target bonus” Company and the Bank jointly shall mean a cash bonus equal (i) pay to the Employee’s base salary Employee during the remaining term of this Agreement the Salary at the rate in effect immediately prior to the change Date of control multiplied by that percentage Termination, including the pro rata portion of any incentive award, payable in such base salary that is prescribed by the Company under its Officer Incentive Plan manner and at such times as the percentage of such base salary Salary would have been payable to the Employee as a cash bonus under Section 4(a) if the Employee had continued to be employed by the Company pays bonuses and the Bank, and (ii) 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/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 he/she had not suffered Involuntary Termination. Notwithstanding the foregoing, if (but for this sentence) (i) 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 under Section 409A (so that the excess portion would be considered deferred compensation for purposes of Section 409A), then the 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 one-hundred percent the time of the Employee’s Separation from Service he/she 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 Employee’s Separation from Service (100%) with any payments delayed on account of its operating planthis requirement paid with the first payment that is not so limited).

Involuntary Termination. If the Employee’s 's employment terminates is terminated as a result of an Involuntary Termination other than for Cause(as defined in Section 3(b) below), 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) 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 12 months after the effective date of the termination (the “Severance Period”) equal to the salary which the Employee was receiving immediately prior to the change of control, which payments shall be paid during the Severance Period in accordance with the Company’s standard payroll practices; 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 below) for the fiscal year in which the termination occurs (or the most recent fiscal year for which a cash target bonus was determined if a cash target bonus has not yet been determined for the fiscal year in which the termination occurs); (iii) continuation of all health and life insurance benefits through the end of the Severance Period substantially identical to those to which the . In addition, 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; (iv) full and immediate vesting of each unvested Option and share of restricted Company stock held by the Employee on the date of termination so that each such option shall be exercisable in full and each share entitled to reimbursement of restricted stock shall be fully vested on the termination date in accordance with the provisions up to $10,000 worth of the option and/or restricted stock agreement, as applicable, and plan pursuant to which such stock awards were granted; and (v) outplacement services with a total value not to exceed $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 (100%) of its operating planactually used.

Involuntary Termination. If the Employee’s employment terminates as a result of Employee experiences an Involuntary Termination other than for CauseTermination, the Employee such termination of employment shall be entitled to receive the following benefits: (i) severance payments during the period from the date of the Employee’s termination until the date 12 months after the effective date of the termination (the “Severance Period”) equal subject to the salary which Bank’s obligations under this Section 6. In the Employee was receiving immediately prior event of Involuntary Termination, then, subject to the change of control, which payments shall be paid during the Severance Period in accordance with the Company’s standard payroll practices; (iiSection 6(b) monthly severance payments during the Severance Period equal to 1/12th of the Employee’s “target bonus” (as defined below) for the fiscal year in which the termination occurs (or the most recent fiscal year for which a cash target bonus was determined if a cash target bonus has not yet been determined for the fiscal year in which the termination occurs); (iii) continuation of all health and life insurance 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; (iv) full and immediate vesting of each unvested Option and share of restricted Company stock held by the Employee on the date 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 such stock awards were granted; and (v) outplacement services with a total value not to exceed $15,000. For purposes of this Agreement, the term “target bonus” shall mean a cash bonus equal Bank shall, as liquidated damages (i) during the remaining Term of this Agreement, pay to the Employee’s base salary Employee monthly one-twelfth of the Base Salary at the annual rate in effect immediately prior to the change Date of control multiplied Termination and one-twelfth of the average annual amount of cash bonus of the Employee, based on the average amounts of cash bonus earned by the Employee for the two full fiscal years preceding the Date of Termination; (ii) provide the benefits set forth in Section 6(f) of this Agreement on the terms set forth therein provided that percentage during the remaining Term of this Agreement, the Bank shall pay the same portion of the cost of benefits under Section 6(f) as it would have paid if no termination of employment had occurred; (iii) 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 any tax-qualified “employee pension plan” as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended, including any “multiemployer plan” as defined in Section 3(37) of such base salary Act but excluding any supplemental executive retirement plan), deem the Employee to be fully vested therein and the Bank shall guarantee that is prescribed by he shall receive benefits thereunder accordingly; (iv) provide the Company under Employee the opportunity to purchase the Key Man Policy for its Officer Incentive Plan as then cash surrender value and transfer ownership of the percentage of such base salary payable Principal Policy to the Employee as a at no cost to him (i.e., with no obligation to pay the cash bonus surrender value); and (v) during the remaining Term of this Agreement, continue the group term life insurance (or, if the Company pays bonuses Bank is unable to provide such group term life insurance, the Employee shall be permitted to convert such coverage to an individual insurance policy) provided by the Bank at one-hundred percent (100%) of its operating planthe same premium cost to the Employee and at the same coverage level as in effect immediately prior to the Involuntary Termination.

Involuntary Termination. If (i) Executive terminates his employment with the Employee’s employment terminates as a result of Company due to an Involuntary Termination or (ii) the Company terminates Executive’s employment with the Company for (x) other than for “Cause” (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 Employee shall Company, then Executive will be entitled to (x) receive the following benefits: continuing payments of severance pay (iless applicable withholding taxes) severance payments during the at a rate equal to his Base Salary rate, as then in effect, for a period of either one (1) month from the date of the Employee’s such termination until the date 12 months after the effective date of the if such termination (the “Severance Period”) equal to the salary which the Employee was receiving immediately occurs prior to the change first six (6) months of control, which payments shall 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 a total of eight (8)months to be paid during the Severance Period periodically in accordance with the Company’s standard normal payroll practicespolicies; (iiy) monthly severance payments during subject to the Severance Period equal to 1/12th provisions of Section 8 below. The Executive will be eligible for the number of months 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 of service for the total of three (3) months. Also, Executive will have his Stock Option Grant vesting accelerated by one year. Continued payment by the Company of the Employeegroup health continuation coverage premiums for Executive and Executive’s eligible dependents under Title X of the Consolidated Budget Reconciliation Act of 1985, as amended (“target bonusCOBRA”) as in effect through the lesser of (A) six (6) months from the effective date of such termination, (B) the date upon which Executive and Executive’s eligible dependents become covered under similar plans, or (C) the date Executive no longer constitutes a “Qualified Beneficiary” (as such term is defined belowin Section 4980B(g) for of the fiscal year in which the termination occurs (or the most recent fiscal year for which a cash target bonus was determined if a cash target bonus has not yet been determined for the fiscal year in which the termination occursCode); (iii) continuation of all health and life insurance benefits through provided, however, that Executive will be solely responsible for electing such coverage within the end of the Severance Period substantially identical to those to which the Employee was entitled immediately prior required time periods. Notwithstanding anything to the termination, or to those being offered to officers of the Company, or a successor corporationcontrary in this Agreement, if the Company’s benefit programs are changed during the Severance Period; (iv) full and immediate vesting of each unvested Option and share of restricted Company stock held by the Employee 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 so that each will accrue during such option shall be exercisable six-month period and will become payable in full and each share of restricted stock shall be fully vested a lump sum payment on the date six (6) months and one (1) day following the date of Executive’s termination date in accordance with the provisions of the option and/or restricted stock agreement, as applicable, and plan pursuant to which such stock awards were granted; and (v) outplacement services with a total value not to exceed $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 (100%) reasonably determines that the imposition of its operating planadditional 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 EmployeeExecutive’s employment with the Company terminates as a result of an Involuntary Termination other than for “Cause” (as defined herein), the Employee death or disability, and subject to Section 11, Executive shall be entitled to receive the following benefits: (i) severance payments during the period from 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 EmployeeInternal 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 termination until stock awards (other than PSUs) to acquire Company Common Stock outstanding on the date 12 months after the effective date of the such termination (the “Severance PeriodStock Awards”) equal to the salary which the Employee was receiving immediately prior to the change of control, 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 below) for the fiscal year in which the termination occurs (or the most recent fiscal year for which a cash target bonus was determined if a cash target bonus has not yet been determined for the fiscal year in which the termination occurs); (iii) prorated vesting of the PSUs based on (A) the closing price of the Company’s Common Stock as of the termination date, relative to the performance of the 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 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 group health continuation coverage under Title X of all the Consolidated 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 life insurance benefits through Executive’s eligible dependents at the end of the Severance Period substantially identical to those to which COBRA coverage period through the Employee was entitled immediately prior to lesser of (x) eighteen (18) months from the effective date of such 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; (ivy) full and immediate vesting of each unvested Option and share of restricted Company stock held by the Employee on the date of termination so that each such option shall be exercisable in full upon which Executive 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 agreementExecutive’s eligible dependents become covered under similar plans; provided, as applicablehowever, and plan pursuant to which that Executive timely elects such stock awards were granted; and (v) outplacement services with a total value not to exceed $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 (100%) of its operating planCOBRA coverage.

Involuntary Termination. If The Board of Directors may, without cause, terminate the Employee’s 's employment terminates as a result at any time, but, except in the case of an 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, the Employee shall be entitled to receive the following benefits: (i) severance payments after a Change in Control which occurs during the period from the date of the Employee’s termination until the date 12 months after the effective date of the termination (the “Severance Period”) equal to the salary which the Employee was receiving immediately prior to the change of control, 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 below) for the fiscal year in which the termination occurs (or the most recent fiscal year for which a cash target bonus was determined if a cash target bonus has not yet been determined for the fiscal year in which the termination occurs); (iii) continuation of all health and life insurance 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; (iv) full and immediate vesting of each unvested Option and share of restricted Company stock held by the Employee on the date 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 such stock awards were granted; and (v) outplacement services with a total value not to exceed $15,000. For purposes term of this Agreement, the term “target bonus” Company and the Bank jointly shall mean (i) if the Involuntary Termination occurs prior to the first anniversary of the Effective Date, pay to the Employee a cash bonus lump sum severance amount equal to the Employeeone year’s base salary Salary as in effect immediately prior to the change Date of control multiplied by Termination, including the pro rata portion of any incentive award that percentage of such base salary that is prescribed by the Company under its Officer Incentive Plan as the percentage of such base salary would have been payable to the Employee as a cash bonus under Section 4(b) of this Agreement had the Employee continued to be employed by the Company and the Bank, or (ii) if the Company pays bonuses 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 one-hundred percent (100%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 its operating planthis 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 the final payment would be made.

Involuntary Termination. If The Board of Directors may, without cause, terminate the Employee’s 's employment terminates as a result at any time, but, except in the case of an 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, the Employee shall be entitled to receive the following benefits: (i) severance payments after a Change in Control which occurs during the period from the date of the Employee’s termination until the date 12 months after the effective date of the termination (the “Severance Period”) equal to the salary which the Employee was receiving immediately prior to the change of control, 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 below) for the fiscal year in which the termination occurs (or the most recent fiscal year for which a cash target bonus was determined if a cash target bonus has not yet been determined for the fiscal year in which the termination occurs); (iii) continuation of all health and life insurance 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; (iv) full and immediate vesting of each unvested Option and share of restricted Company stock held by the Employee on the date 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 such stock awards were granted; and (v) outplacement services with a total value not to exceed $15,000. For purposes term of this Agreement, the term “target bonus” Company and the Bank jointly shall mean (i) if the Involuntary Termination occurs prior to the first anniversary of the Effective Date, pay to the Employee a cash bonus lump sum severance amount equal to the Employeeone year’s base salary Salary as in effect immediately prior to the change Date of control multiplied by Termination, including the pro rata portion of any incentive award that percentage of such base salary that is prescribed by the Company under its Officer Incentive Plan as the percentage of such base salary would have been payable to the Employee as a cash bonus under Section 4(b) of this Agreement had the Employee continued to be employed by the Company and the Bank, or (ii) if the Company pays bonuses 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 one-hundred percent (100%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 its operating planthis 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 the final payment would be made.

Involuntary Termination. If at any time during the Employee’s employment terminates as a result term of an Involuntary Termination this Agreement, other than for Causefollowing a Change in Control to which Section 6(c) applies, the Employee Company terminates the employment of Executive involuntarily and without Business Reasons or a Constructive Termination occurs, then in addition to salary and vacation accrued through the Termination Date, Executive shall be entitled to receive the following benefitsfollowing: (i) severance payments during continued salary for a period of three years following the period from Termination Date at the date of the Employee’s termination until the date 12 months after the effective date of the termination (the “Severance Period”) equal to the salary which the Employee was receiving immediately prior to the change of controlrate then in effect, which payments shall be paid during the Severance Period payable in accordance with the Company’s standard 's regular payroll practices; schedule as in effect from time to 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 below) bonus for the fiscal year in which the termination Termination Date occurs plus any unpaid bonus from the prior fiscal year, (or iii) following the most recent end of the fiscal year for in which the Termination Date occurs and management bonuses have been determined, a cash 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 was determined if a cash 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 has for such following fiscal year (or, if the target bonus for such year was not yet been determined previously set, then Executive's minimum target bonus for the fiscal year in which the termination occursTermination Date occurred); , (iiiv) 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 all health Executive's auto benefits for one year following the Termination Date, and life insurance (viii) no other compensation, severance or other benefits, except only that this provision shall not limit any benefits through otherwise available to Executive under Section 6(c) in the end case of a termination following a Change in Control. Notwithstanding the Severance Period substantially identical foregoing, however, the Company shall not be required to those continue to which pay the Employee was entitled immediately prior to the termination, salary or to those being offered to officers of the Company, bonus specified in clauses (i)(iii) or a successor corporation, if the Company’s benefit programs are changed during the Severance Period; (iv) full and immediate vesting of each unvested Option and share of restricted Company stock held by hereof for any period following the Employee on Termination Date if Executive violates the date of termination so that each such option shall be exercisable noncompetition agreement set forth 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 such stock awards were granted; and (v) outplacement services with a total value not to exceed $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 (100%) of its operating planSection 11.

Involuntary Termination. If the Employee’s employment terminates as a result of 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 other than for Causeof the Employee, the Employee shall be entitled to receive Company shall, during the following benefits: remaining term of this Agreement (i) severance payments during pay to the period from the date Employee monthly one-twelfth of the Employee’s termination until Company Salary at the date 12 months after the effective date of the termination (the “Severance Period”) equal to the salary which the Employee was receiving immediately prior to the change of control, 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 below) for the fiscal year in which the termination occurs (or the most recent fiscal year for which a cash target bonus was determined if a cash target bonus has not yet been determined for the fiscal year in which the termination occurs); (iii) continuation of all health and life insurance 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; (iv) full and immediate vesting of each unvested Option and share of restricted Company stock held by the Employee on the date 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 such stock awards were granted; and (v) outplacement services with a total value not to exceed $15,000. For purposes of this Agreement, the term “target bonus” shall mean a cash bonus equal to the Employee’s base salary annual rate in effect immediately prior to the change Date of control multiplied by that percentage 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 base salary that is prescribed 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 under from time to time to its Officer Incentive Plan as employees generally to comply with the percentage continuation coverage requirements of such base salary payable to Code Section 4980B(f) (i.e., "COBRA" coverage) for the benefit of the Employee and his eligible dependents who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination.. No payment shall be made under this Section 7(a) unless the Employee’s termination of employment qualifies as a cash bonus if “Separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for in the Company pays bonuses Section 409A regulations). If the Employee is a “Specified Employee” (as defined in Section 409A) at one-hundred percent the 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 (100%as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as such constitute deferred compensation under Section 409A, shall not be paid until the 185th day following the Employee=s Separation from Service, or his earlier death (the “Delayed Distribution Date”). Any payments deferred on account of the preceding sentence shall be accumulated without interest and paid with the first payment that is payable in accordance with the preceding 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 its operating planan involuntary separation from service as herein defined herein).

Involuntary Termination. If the Employee’s 's employment terminates is terminated as a result of an Involuntary Termination other than for Cause, the Employee shall be entitled to receive the following benefits: (i) severance payments during the period from the date of the Employee’s 's termination until the date 12 months after the effective date of the termination (the “"Severance Period”") equal to the 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 '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 below) for the fiscal year in which the termination occurs (or for the most recent prior fiscal year for which a cash target bonus was determined if a cash target bonus has not yet been determined for the fiscal year in which the termination occurs); (iii) continuation of all health and life insurance 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 's benefit programs are changed during the Severance Period; (iv) full and immediate vesting of each unvested Option and share of restricted Company stock held by the Employee on the date 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, Option Agreement and plan Plan pursuant to which such stock awards were option was granted; and (v) outplacement services with a total value not to exceed $15,000. For purposes of this Agreement, the term “"target bonus” " shall mean a cash bonus equal to the Employee’s 's base salary in effect immediately prior to on the change of control termination date multiplied by that percentage of such base salary that is prescribed by the Company under its Officer Incentive Plan Executive Bonus Program as the percentage of such base salary payable to the Employee as a cash bonus if the Company pays bonuses at one-hundred percent (100%) of its operating plan.

Involuntary Termination. If the Employee’s 's employment terminates is terminated as a result of an Involuntary Termination other than for Cause, the Employee shall be entitled to receive the following benefits: (i) severance payments during the period from the date of the Employee’s 's termination until the date 12 18 months after the effective date of the termination (the “"Severance Period”") equal to the 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 '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 below) for the fiscal year in which the termination occurs (or for the most recent prior fiscal year for which a cash target bonus was determined if a cash target bonus has not yet been determined for the fiscal year in which the termination occurs); (iii) continuation of all health and life insurance 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 's benefit programs are changed during the Severance Period; (iv) full and immediate vesting of each unvested Option and share of restricted Company stock held by the Employee on the date 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, Option Agreement and plan Plan pursuant to which such stock awards were option was granted; and (v) outplacement services with a total value not to exceed $15,000. For purposes of this Agreement, the term “"target bonus” " shall mean a cash bonus equal to the Employee’s 's base salary in effect immediately prior to on the change of control termination date multiplied by that percentage of such base salary that is prescribed by the Company under its Officer Incentive Plan Executive Bonus Program as the percentage of such base salary payable to the Employee as a cash bonus if the Company pays bonuses at one-hundred percent and (100%) of 100%)of its operating plan.

Involuntary Termination. If Without Cause at the EmployeeCompany’s employment terminates as a result 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 (“Involuntary Termination”). Upon an Involuntary Termination, Executive shall receive all of the following severance benefits (provided, however, that, in the event of an Involuntary Termination other than for Causein circumstances in which the provisions of Section 1.3 would be applicable, the Employee shall be entitled to receive the following benefits: provisions of Section 1.3 will instead apply): (i) severance payments during the period from the date of the Employee’s termination until the date 12 months after the effective date of the termination a lump sum payment in cash (the “Severance Period”in accordance with Section 4.11) equal to the salary which Monthly Base Salary in effect on the Employee was receiving immediately prior to the change date of control, which payments shall be paid during the Severance Period in accordance with the Company’s standard payroll practicesInvoluntary 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 below) bonus for the fiscal bonus year in which Executive’s Involuntary Termination occurs, prorated based on the termination occurs number of days in the bonus year that have elapsed prior to the date of Involuntary Termination, and (or the most recent fiscal year for which a cash target bonus was determined if a cash target bonus has not yet been determined for the fiscal year in which the termination occurs); 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 after termination, with such coverage to be provided under the closest comparable plan as offered by the Company from time to time; and (iv) fifty percent (50%) of all health stock options, restricted stock awards, restricted stock units and life insurance benefits through similar equity awards granted to Executive by the end of the Severance Period substantially identical to those to which the Employee was entitled immediately Company prior to the terminationdate of termination (collectively, or to those being offered to officers of the Company, or a successor corporation, if the Company’s benefit programs are changed “Outstanding Equity Awards”) that would otherwise have vested during the Severance Period; (iv) full twelve month period following the date of Involuntary Termination if such termination had not occurred shall immediately vest and immediate vesting of each unvested Option and share of restricted Company stock held by the Employee become exercisable on the date 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 such stock awards were granted; and termination. (v) outplacement services with a total value not to exceed $15,000the 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. For purposes (vi) each Outstanding Equity Award which is or becomes vested and exercisable on the date of this Agreement, Involuntary Termination shall remain outstanding and exercisable until the earlier of (a) the expiration of the twelve month period which commences on the date of Involuntary Termination and (b) the expiration date of the original term “target bonus” shall mean a cash bonus equal to of 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 (100%) of its operating plan.Outstanding Equity Award. c.

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 terminates as a result of with the Company due to an Involuntary Termination other than for CauseTermination, and (iii) Executive signs and does not revoke a standard release of claims with the Employee Company, then, subject to Section 9, Executive shall be entitled to receive the following benefitsreceive: (i1) continuing payments of severance payments during the 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 the Employee’s such termination until the date 12 months after the effective date of the termination (the “Severance Period”) equal employment, to the salary which the Employee was receiving immediately prior to the change of control, which payments shall be paid during the Severance Period periodically in accordance with the Company’s standard 's normal payroll practicespolicies; (ii2) monthly severance payments during accelerated vesting of the Severance Period shares of common stock subject to the stock options granted to Executive by the Company (the "Options") in an amount equal to 1/12th the greater of (A) twelve (12) months or (B) fifty percent (50%) of the Employee’s “target bonus” 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 defined belowof the date of Executive's termination of employment shall be 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 extend an Option beyond the term/expiration date of such Option; (4) 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 pro-rated portion of the projected Bonus for the fiscal year in which the such termination of employment occurs (or less applicable withholding taxes) to be paid periodically over a period of six (6) months from the most recent fiscal year for which a cash target bonus date of termination in accordance with the Company's normal payroll practices. The pro rata portion of the Bonus shall be calculated as if 100% of the Bonus was determined if a cash target bonus has not yet been determined to be paid for the fiscal year in which the termination occurs); (iii) continuation of all health and life insurance 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; (iv) full and immediate vesting of each unvested Option and share of restricted Company stock held by the Employee on the date 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 such stock awards were granted; and (v) outplacement services with a total value not to exceed $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 (100%) of its operating plan.

Involuntary Termination. If during the Employee’s term of this Agreement the Company terminates the employment terminates as of Executive involuntarily and without Business Reasons or a result of an Involuntary Constructive Termination other than for Causeoccurs, the Employee then Executive shall be entitled to receive the following benefitsfollowing: (iA) severance payments during salary and vacation accrued through the Termination Date plus continued salary for a period from of three (3) years following the date Termination Date (one (1) year in the case of the Employee’s any such termination until the date 12 months after the effective date of the termination within one (the “Severance Period”1) equal year following a Change in Control to the salary which the Employee was receiving immediately prior to the change of controlSection 7(c) applies), which payments shall be paid during the Severance Period payable in accordance with the Company’s standard 's regular payroll practices; schedule as in effect from time to time, (iiB) monthly severance payments during at the Severance Period equal to 1/12th Termination Date, 100% of the Employee’s “Executive's target bonus” (as defined below) bonus for the fiscal year in which the termination Termination Date occurs (or plus any unpaid bonus from the most recent prior fiscal year), (C) following the end of the fiscal year for in which the Termination Date occurs and management bonuses have been determined, a cash 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 100% of Executive's target bonus was determined if a cash 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 has for such following fiscal year (or, if the target bonus for such year was not yet been determined previously set, then 100% of Executive's target bonus for the fiscal year in which the termination occursTermination Date occurred); , (iiiE) 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 Termination Date (or such longer period as may be provided in the applicable plan or agreement), (F) continuation of all group health and life insurance benefits through the end of the Severance Period substantially identical to those to which the Employee was entitled immediately prior pursuant to the terminationCompany's standard programs as in 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 Constructive Termination, which in either such case occurs within twelve (12) months following a Change in Control, forgiveness by the Company of all outstanding principal and interest due to those being offered the Company under indebtedness incurred by Executive to officers purchase shares of capital stock of the Company, and (I) no other compensation, severance or a successor corporationother benefits. Notwithstanding the foregoing, however, the Company shall not be required to continue to pay the salary or bonus specified in clauses (A), (B), (C) or (D) hereof for any period following the Termination Date if Executive violates the Company’s benefit programs are changed noncompetition agreement set forth in Section 12 during the Severance Period; three (iv3) full and immediate vesting of each unvested Option and share of restricted Company stock held by year period following the Employee on the date 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 such stock awards were granted; and (v) outplacement services with a total value not to exceed $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 (100%) of its operating planTermination Date.

Involuntary Termination. If the Employee’s employment terminates as a result of Employee experiences an Involuntary Termination other than for CauseTermination, the Employee such termination of employment shall be entitled subject to receive the following benefits: (i) severance payments during Bank's obligations under this Section 7. In the period from the date event of the Employee’s termination until the date 12 months after the effective date of the termination (the “Severance Period”) equal to the salary which the Employee was receiving immediately prior to the change of control, 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 below) for the fiscal year in which the termination occurs (or the most recent fiscal year for which a cash target bonus was determined if a cash target bonus has not yet been determined for the fiscal year in which the termination occurs); (iii) continuation of all health and life insurance 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 corporationInvoluntary Termination, if the Company’s benefit programs are changed during the Severance Period; (ivEmployee has offered to continue to provide services as contemplated by this Agreement and such offer has been declined, then, subject to Section 7(b) full and immediate vesting of each unvested Option and share of restricted Company stock held by the Employee on the date 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 such stock awards were granted; and (v) outplacement services with a total value not to exceed $15,000. For purposes of this Agreement, the Bank shall, as liquidated damages (i) during the remaining term “target bonus” shall mean a cash bonus equal of this Agreement, pay to the Employee’s base salary Employee monthly one-twelfth of the Salary at the annual rate in effect immediately prior to the change Date of control multiplied Termination and one-twelfth of the average annual amount of cash bonus of the Employee, based on the average amounts of cash bonus earned by the Employee for the two full fiscal years preceding the Date of Termination; (ii) provide the benefits set forth in Section 7(f) of this Agreement on the terms set forth therein PROVIDED THAT during the remaining term of this Agreement, the Bank shall pay the same portion of the cost of benefits under Section 7(f) as it would have paid if no termination of employment had occurred; and (iii) if the Employee is the record or beneficial owner of any options for stock of the Holding Company as of the Date of Termination, then notwithstanding the provisions of any other agreements or documents relating to such options, such options shall be deemed to be fully vested on the Date of Termination and shall be exercisable for a period of not less one year from the Date of Termination and the Bank shall guarantee that percentage the Employee shall receive the benefits of such base salary that vesting; and (iv) if the Employee is prescribed by not fully vested under any other benefit plan or arrangement in which he is a participant as of the Company under its Officer Incentive Plan Date of Termination (except for any "employee pension plan" as defined in Section 3(2) of the percentage Employee Retirement Income Security Act of 1974, as amended, including any "multiemployer plan" as defined in Section 3(37) of such base salary payable to Act), deem the Employee as a cash bonus if to be fully vested therein and the Company pays bonuses at one-hundred percent (100%) of its operating planBank shall guarantee that he shall receive benefits thereunder accordingly.

Involuntary Termination. If the Employee’s employment terminates as a result of 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 other than for Causeof the Employee, the Employee shall be entitled to receive Bank shall, during the following benefits: remaining term of this Agreement (i) severance payments during pay to the period from the date Employee monthly one-twelfth of the Employee’s termination until Bank Salary at the date 12 months after the effective date of the termination (the “Severance Period”) equal to the salary which the Employee was receiving immediately prior to the change of control, 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 below) for the fiscal year in which the termination occurs (or the most recent fiscal year for which a cash target bonus was determined if a cash target bonus has not yet been determined for the fiscal year in which the termination occurs); (iii) continuation of all health and life insurance 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; (iv) full and immediate vesting of each unvested Option and share of restricted Company stock held by the Employee on the date 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 such stock awards were granted; and (v) outplacement services with a total value not to exceed $15,000. For purposes of this Agreement, the term “target bonus” shall mean a cash bonus equal to the Employee’s base salary annual rate in effect immediately prior to the change Date of control multiplied by that percentage 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 base salary that is prescribed compensation earned by the Company under its Officer Incentive Plan Employee from the Bank and any Consolidated Subsidiaries for the two full fiscal years preceding the Date of Termination; and (ii) maintain substantially the 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 the percentage of such base salary payable 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 cash bonus if “Separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for in the Company pays bonuses Section 409A regulations). If the Employee is a “Specified Employee” (as defined in Section 409A) at one-hundred percent the 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 (100%as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as such constitute deferred compensation under Section 409A, shall not be paid until the 185th day following the Employee=s Separation from Service, or his earlier death (the “Delayed Distribution Date”). Any payments deferred on account of the preceding sentence shall be accumulated without interest and paid with the first payment that is payable in accordance with the preceding 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 its operating planan involuntary separation from service as herein defined herein).

Involuntary Termination. If the Employee’s 's employment terminates is terminated as a result of an Involuntary Termination other than for Cause, the Employee shall be entitled to receive the following benefits: (i) severance payments during the period from the date of the Employee’s 's termination until the date 12 months after the effective date of the termination (the “"Severance Period”") equal to the 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 's standard payroll practices; (ii) monthly severance payments during the Severance Period equal to 1/12th a pro-rated amount of the Employee’s “'s "target bonus” (as defined below) " for the fiscal year in which the termination occurs (or for the most recent prior fiscal year for which a cash target bonus was determined if a cash 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 all health and life insurance 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 '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 Option stock option granted for the Company's securities and each share of restricted Company stock held by the Employee on the date 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, Option Agreement and plan Plan pursuant to which such option was granted and each share of restricted stock awards were granted; and (v) outplacement services with a total value not to exceed $15,000shall be freely transferable by Employee. For purposes of this Agreement, the term “"target bonus” " shall mean a cash bonus equal to the Employee’s 's base salary in effect immediately prior to on the change of control termination date multiplied by that percentage of such base salary that is prescribed by the Company under its Officer Incentive Plan Executive Bonus Program as the percentage of such base salary payable to the Employee as a cash bonus if the Company pays bonuses at one-hundred percent (100%) of its operating plan.

Involuntary Termination. If at any time during the Employee’s employment terminates as a result term of an Involuntary Termination this Agreement, other than for Causefollowing a Change in Control to which Section 6(c) applies, the Employee Company terminates the employment of Executive involuntarily and without Business Reasons or a Constructive Termination occurs, then in addition to salary and vacation accrued through the Termination Date, Executive shall be entitled to receive the following benefitsfollowing: (i) severance payments during continued salary for a period of three years following the period from Termination Date at the date of the Employee’s termination until the date 12 months after the effective date of the termination (the “Severance Period”) equal to the salary which the Employee was receiving immediately prior to the change of controlrate then in effect, which payments shall be paid during the Severance Period payable in accordance with the Company’s standard regular payroll practices; schedule as in effect from time to 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 below) bonus for the fiscal year in which the termination Termination Date occurs plus any unpaid bonus from the prior fiscal year, (or iii) following the most recent end of the fiscal year for in which the Termination Date occurs and management bonuses have been determined, a cash 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 was determined if a cash 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 has for such following fiscal year (or, if the target bonus for such year was not yet been determined previously set, then Executive’s minimum target bonus for the fiscal year in which the termination occursTermination Date occurred); , (iiiv) 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 all health Executive’s auto benefits for one year following the Termination Date, and life insurance (viii) no other compensation, severance or other benefits, except only that this provision shall not limit any benefits through otherwise available to Executive under Section 6(c) in the end case of a termination following a Change in Control. Notwithstanding the Severance Period substantially identical foregoing, however, the Company shall not be required to those continue to which pay the Employee was entitled immediately prior to the termination, salary or to those being offered to officers of the Company, bonus specified in clauses (i)(iii) or a successor corporation, if the Company’s benefit programs are changed during the Severance Period; (iv) full and immediate vesting of each unvested Option and share of restricted Company stock held by hereof for any period following the Employee on Termination Date if Executive violates the date of termination so that each such option shall be exercisable noncompetition agreement set forth 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 such stock awards were granted; and (v) outplacement services with a total value not to exceed $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 (100%) of its operating planSection 11.

Involuntary Termination. If the Employee’s employment terminates as a result of an Involuntary Termination is terminated(A) by the Company other than for 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 12 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, which payments shall be paid during the Severance Period in accordance with the Company’s standard payroll practicestermination date; (ii) monthly severance payments during the Severance Period equal to 1/12th of the Employee’s “target bonus” (as defined belowherein) for the fiscal year in which the termination occurs for each month in which severance payments are made to the Employee pursuant to subsection (or i) above; (iii) the most recent fiscal year for which a cash pro-rated amount of the Employee’s “target bonus was determined if a cash target bonus has not yet been determined 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; (iiiiv) continuation reimbursement for premiums paid for continued health benefits for Employee (and any eligible dependents) under the Company’s health plans until the earlier of all health and life insurance benefits through (a) the end of the Severance Period substantially identical Period, payable when such premiums are due (provided Employee validly elects to those to which the Employee was entitled immediately prior to the terminationcontinue coverage under COBRA, 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; (ivb) full and immediate vesting of each unvested Option and share of restricted Company stock held by the Employee on the date of termination so that each such option shall be exercisable in full upon which Employee 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 such stock awards were grantedEmployee’s eligible dependents become covered under similar plans; and (v) outplacement services with a total value not to exceed Twenty Thousand Dollars ($15,00020,000), to be provided within the Severance Period. For purposes of this Agreement, The severance payments described in subsections (i) and (ii) above shall be paid during the term “target bonus” shall mean a cash bonus equal to Severance Period in accordance with the EmployeeCompany’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 (100%) of its operating planstandard payroll practices.

Involuntary Termination. If The Board of Directors may terminate the Employee’s employment terminates as a result at any time, but, except in the case of an 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, the Employee shall be entitled to receive the following benefits: (i) severance payments after a Change in Control which occurs during the period from the date of the Employee’s termination until the date 12 months after the effective date of the termination (the “Severance Period”) equal to the salary which the Employee was receiving immediately prior to the change of control, 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 below) for the fiscal year in which the termination occurs (or the most recent fiscal year for which a cash target bonus was determined if a cash target bonus has not yet been determined for the fiscal year in which the termination occurs); (iii) continuation of all health and life insurance 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; (iv) full and immediate vesting of each unvested Option and share of restricted Company stock held by the Employee on the date 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 such stock awards were granted; and (v) outplacement services with a total value not to exceed $15,000. For purposes term of this Agreement, the term “target bonus” Company and the Savings Bank jointly shall mean (i) if the Involuntary Termination occurs prior to the first anniversary of the Effective Date, pay to the Employee a cash bonus lump-sum severance amount equal to one year’s Salary as in effect prior to the Employee’s base salary 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 change Date of control multiplied by that percentage Termination, including the pro rata portion of any incentive award, payable in such base salary that is prescribed by the Company under its Officer Incentive Plan manner and at such times as the percentage of such base salary Salary would have been payable to the Employee as a cash bonus under Section 4(a) if the Employee had continued to be employed by the Company pays bonuses and the Savings Bank, and (iii) 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 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 (but for this sentence) (i) 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, 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 one-hundred percent (100%) the time of its operating planthe Employee’s Separation from Service the 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 Employee’s Separation from Service.

Involuntary Termination. If the Upon termination of Employee’s employment terminates as a result by reason of an Involuntary Termination (other than a Termination for Cause), the employment relationship created pursuant to this Agreement will terminate and no further compensation will become payable to Employee shall pursuant to Section 6 or Section 7 upon the effectiveness of such Involuntary Termination. Upon Employee’s Involuntary Termination (other than a Termination for Cause), Employee will be entitled to receive only the following benefitsamounts provided in this Section 9.B: (i) 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 12 then current base salary, and (vi) three (3) months after the effective date of the termination (the “Severance Period”) equal to the salary which the Employee was receiving immediately prior to the change of control, which payments shall be paid during the Severance Period in accordance with COBRA coverage under the Company’s standard payroll practices; (ii) monthly severance payments during medical, dental and vision plans, as then in effect, at the Severance Period equal to 1/12th of the Employee’s “target bonus” (as defined below) for the fiscal year in which the termination occurs (or the most recent fiscal year for which a cash target bonus was determined if a cash target bonus has not yet been determined for the fiscal year in which the termination occurs); (iii) continuation of all health and life insurance 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 cost paid by active employees of the Company, or a successor corporationif and to the extent the Employee and his eligible dependents (a) are participating in such plans on his effective date of termination and (b) timely 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, if 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 benefit programs are changed during employment with the Severance Period; Company, subject to applicable law. Further, the severance pay and benefits set forth in clauses (v) and (vi) shall be contingent upon Employee’s continued performance of his obligations under Sections 8.A, 8.B, 8.D, 8.E and 8.G. Any payments in respect of clauses (i), (iii), or (iv) full and immediate vesting of each unvested Option and share of restricted Company stock held by the Employee on the date of termination so that each such option shall be exercisable made within thirty (30) days of such Involuntary Termination; any Bonus Amount in full and each share respect of restricted stock clause (ii) shall be fully vested on the termination date paid in accordance with the provisions of the option and/or restricted stock agreement, as applicable, and plan pursuant to which such stock awards were grantedSection 6.C; and any severance amount in respect of clause (v) outplacement services with a total value not to exceed $15,000. For purposes of this Agreement, the term “target bonus” shall mean a cash bonus equal to be paid as soon as administratively feasible after the Employee’s base salary in effect immediately prior execution and delivery to the change of control multiplied by that percentage of such base salary that is prescribed by the Company under its Officer Incentive Plan an unconditional general release, as the percentage of such base salary payable to the Employee as a cash bonus if the Company pays bonuses at one-hundred percent (100%) of its operating plan.described in this Section 9.B.

Involuntary Termination. If The Board of Directors may terminate the Employee’s 's employment terminates as a result at any time, but, except in the case of an 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, the Employee shall be entitled to receive the following benefits: (i) severance payments after a Change in Control which occurs during the period from the date of the Employee’s termination until the date 12 months after the effective date of the termination (the “Severance Period”) equal to the salary which the Employee was receiving immediately prior to the change of control, 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 below) for the fiscal year in which the termination occurs (or the most recent fiscal year for which a cash target bonus was determined if a cash target bonus has not yet been determined for the fiscal year in which the termination occurs); (iii) continuation of all health and life insurance 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; (iv) full and immediate vesting of each unvested Option and share of restricted Company stock held by the Employee on the date 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 such stock awards were granted; and (v) outplacement services with a total value not to exceed $15,000. For purposes term of this Agreement, the term “target bonus” shall mean a cash bonus equal Bank shall: (i) pay the Employee his Salary through the Date of Termination; (ii) continue to pay to the Employee’s base salary Employee his Salary, at the rate in effect immediately prior to the change Date of control multiplied by that percentage Termination, for the period beginning on the Employee's Date of such base salary that is prescribed by Termination and ending on the Company under its Officer Incentive Plan as 18-month anniversary thereof (the percentage of such base salary payable “18-Month Period”); and (iii) provide to the Employee during the 18-Month Period (as a cash bonus 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 dependents and beneficiaries who would have been eligible for such benefits if the Company pays bonuses at oneEmployee 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-hundred percent pays, all as in effect on the Date of Termination), as if the Employee had not suffered Involuntary Termination provided, however, if such coverage is not available with respect to the Employee or his eligible dependents, then a lump sum cash payment shall be paid to the Employee, within 25 days after the Employee's Date of Termination, equal to the present value of the monthly cost of such coverages that cannot be provided (100%determined as of the date it is determined that such coverage(s) cannot be provided), with the present value being determined using a discount rate equal to the short-term Applicable Federal Rate as determined under Section 1274(d) of its operating planthe Code. To the extent payments under this Paragraph 7(a) are subject to Section 409A, Section 19 shall apply. No payment shall be made under this Paragraph 7(a) unless the Employee executes a release substantially in the form attached as Exhibit A hereto no later than the earlier of the time provided for in the release or 60 days after the Employee's Separation from Service.

Involuntary Termination. If the Employee’s employment terminates as a result of 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 other than for Causeof 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 Employee Company shall cause to be entitled to receive the following benefits: (i) severance payments during the period from the date of the Employee’s termination until the date 12 months after the effective date of the termination (the “Severance Period”) equal assigned and transferred to the salary which 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 was receiving immediately prior to the change of controlEffective Date, which payments shall be paid without any payment to the Company or the Bank by the Employee, and the Company shall, during the Severance Period in accordance with three years following the Company’s standard payroll practices; (iiDate of Termination, subject to Section 7(b) monthly severance payments during the Severance Period equal to 1/12th of the Employee’s “target bonus” (as defined below) for the fiscal year in which the termination occurs (or the most recent fiscal year for which a cash target bonus was determined if a cash target bonus has not yet been determined for the fiscal year in which the termination occurs); (iii) continuation of all health and life insurance 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; (iv) full and immediate vesting of each unvested Option and share of restricted Company stock held by the Employee on the date 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 such stock awards were granted; and (v) outplacement services with a total value not to exceed $15,000. For purposes of this Agreement, the term “target bonus” shall mean a cash bonus equal (i) pay to the Employee’s base salary Employee monthly one-twelfth of the Company Salary at the annual rate in effect immediately prior to the change Date of control multiplied by that percentage 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 base salary that is prescribed compensation earned by the Company under its Officer Incentive Plan Employee for the two full fiscal years preceding the Date of Termination; and (ii) 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 the percentage of such base salary payable favorable to the Employee as 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 cash bonus if manner that complies with the Company pays bonuses at one-hundred percent preceding requirements. The payments due under clause (100%i) of its operating planthe preceding sentence shall be reduced by the amounts of cash compensation, if any, actually paid to the Employee by the Consolidated Subsidiaries for such period.