Common use of Involuntary Termination Clause in Contracts

Involuntary Termination. If the Executive’s employment is involuntarily terminated by the Company during the Employment Term, the Executive shall be entitled to receive his Base Salary accrued through the date of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods ending before the termination date (collectively, the “Accrued Obligations”). Such payments shall be made to the Executive within the time period required by applicable law (and in all events within sixty (60) days following the date of involuntary termination). The Executive shall also receive any nonforfeitable benefits payable to him under the terms of any deferred compensation, incentive or other benefit plans maintained by the Company, payable in accordance with the terms of the applicable plan. If the termination is not (1) a termination for Cause (as defined below), as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason (as defined below) as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”), and except as otherwise provided by Sections 12 and 18, the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to the Executive’s Base Salary as in effect at the time his employment terminates for a period equal to the greater of (a) the remainder of the then current term of this Agreement or (b) twenty-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, if the termination is not (1) a termination for Cause, as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to the following:

Involuntary Termination. If the Executive’s Employee's employment is involuntarily ----------------------- terminated by the Company during the Employment Termas a result of an Involuntary Termination other than for Cause, the Executive Employee shall be entitled to receive his Base Salary accrued through the following benefits: (i) monthly severance payments during the period from the date of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods ending before the Employee's termination until the date 12 months after the effective date of the termination date (collectively, the “Accrued Obligations”). Such payments shall be made "Severance Period") equal to the Executive within monthly salary which the time period required by applicable law Employee was receiving ----------------- immediately prior to the Change of Control; (and in all events within sixty (60ii) days following monthly severance payments during the date of involuntary termination). The Executive shall also receive any nonforfeitable benefits payable Severance Period equal to him under the terms of any deferred compensation, incentive or other benefit plans maintained by the Company, payable in accordance with the terms 1/12th of the applicable plan. If the termination is not (1) a termination for Cause (as defined below), as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason Employee's "target bonus" (as defined below) for the fiscal year in which the termination occurs; (iii) continuation of 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 Change of Control; (iv) each stock option held by the Employee shall become immediately exercisable and vested, and shall be considered "Vested Shares" under each such stock option, on the date of ------------- termination as to 100% of the shares issuable upon exercise of such option and shall be exercisable in full in accordance with the provisions of the Option Agreement and Plan pursuant to which such option was granted; and the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options 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 Section 5(d); subsections (3i) a termination as a result 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 that percentage of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of a release of claims in a form and substance reasonably requested Employee's base salary that is ----- prescribed by the Company (under its Management Bonus Program as the “Release”), and except as otherwise provided by Sections 12 and 18, percentage of such base salary payable to the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to the Executive’s Base Salary as in effect at the time his employment terminates for a period equal to the greater of (a) the remainder of the then current term of this Agreement or (b) twenty-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that bonus if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, if the termination is not Company pays bonuses at one-hundred percent (1100%) a termination for Cause, as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to the following:its operating plan.

Involuntary Termination. If during the Executive’s employment is involuntarily terminated by term of this Agreement the Company during terminates the Employment Termemployment of Executive involuntarily and without Business Reasons or a Constructive Termination occurs, the then Executive shall be entitled to receive his the following: (A) Base Salary and vacation accrued through the date Termination Date plus continued Base Salary for a period of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods ending before the termination date twelve (collectively, the “Accrued Obligations”). Such payments shall be made to the Executive within the time period required by applicable law (and in all events within sixty (6012) days months following the date of involuntary termination). The Executive shall also receive any nonforfeitable benefits payable to him under the terms of any deferred compensation, incentive or other benefit plans maintained by the CompanyTermination Date, payable in accordance with the terms Company's regular payroll schedule as in effect from time to time, (B) any bonus payment previously fixed and declared by the Board or its Compensation Committee on behalf of Executive and not previously paid to Executive, (C) the right to exercise all outstanding stock options held by Executive for ninety (90) days following the Termination Date (or such longer period as may be provided in the applicable stock option plan or agreement) but only to the extent vested as of the applicable plan. If Termination Date, (D) continuation of group health benefits pursuant to the termination is not Company's standard programs as in effect from time to time (1) or continuation of substantially similar benefits, through a termination for Cause (as defined belowthird party carrier, at the Company's election), for a period of not less than 18 months (or such longer period as described may be required by COBRA), provided that Executive makes the necessary conversion, with the cost of such benefits to be paid by the Company for 18 months and by Executive for any period beyond 18 months, and (E) no other compensation, severance or other benefits. Notwithstanding the foregoing, however, if Executive violates the non-competition agreement set forth in Section 5(c); (2) a voluntary termination by 13 during the Executive without Good Reason (as defined below) as described in Section 5(d); three (3) a termination as a result of year period following the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”), and except as otherwise provided by Sections 12 and 18Termination Date, the Company shall not be required to continue to pay severance to the Executive salary or bonus specified in accordance with its normal payroll practices, equal to clause (A) hereof for any period following the Executive’s Base Salary as in effect at the time his employment terminates for a period equal to the greater of (a) the remainder of the then current term of this Agreement or (b) twenty-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, if the termination is not (1) a termination for Cause, as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the ReleaseTermination Date, and except as otherwise provided by Sections 12 and 18, the in such event Executive shall be entitled obligated to repay to the following:Company any amounts previously received pursuant to clause (A) hereof, to the extent the same relate to any period following the Termination Date.

Involuntary Termination. If the Executive’s employment is involuntarily terminated by the Company during the Employment Term, the Executive shall be entitled to receive his Base Salary accrued through the date of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods ending before the termination date (collectively, the “Accrued Obligations”). Such payments shall be made to the Executive within the time period required by applicable law (and in all events within sixty (60) days following the date of involuntary termination). The Executive shall also receive any nonforfeitable benefits payable to him under the terms of any deferred compensation, incentive or other benefit plans maintained by the Company, payable in accordance with the terms of the applicable plan. If the termination is not (1) a termination for Cause (as defined below), as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason (as defined below) as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e); or (5) pursuant to Section 6, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”), and except as otherwise provided by Sections 12 and 18, the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to the Executive’s Base Salary as in effect at the time his employment terminates for a period equal to the greater of (a) the remainder of the then then-current term of this the Agreement or (b) twenty-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, if the termination is not (1) a termination for Cause, as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e); or (5) pursuant to Section 6, then, subject to compliance with the restrictive covenants in Section 9 and Section 10, 10 and the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to the following:

Involuntary Termination. If the Executive’s employment is involuntarily terminated by under Section 3.1(a)(ii) (Termination Without Cause) or 3.1(a)(iv) (Constructive Termination) above (such termination, an “Involuntary Termination”), Executive will be entitled to receive payment of severance benefits equal to Executive’s regular monthly salary (the Company during “Salary Payment Amount”) for twelve (12) months (the Employment Term“Severance Period”); provided that if such Involuntary Termination occurs within three (3) months prior to or eighteen (18) months after a Change of Control (as defined below), such Severance Period shall be for a period of eighteen (18) months and such payment shall not be less than the amount that would result from using Executive’s regular monthly salary in effect immediately prior to the Change of Control. Executive will also be entitled to receive a payment equal to 1.0 times the target Annual Bonus established for Executive for the fiscal year in which the termination occurs (the “Bonus Payment Amount”); provided that if such Involuntary Termination occurs within three (3) months prior to or eighteen (18) months after a Change of Control, then Executive shall be entitled to receive his Base Salary accrued through a payment equal to 1.5 times the date Bonus Payment Amount and such payment shall not be less than the amount that would result from using Executive’s regular monthly salary and target bonus percentage in effect immediately prior to the Change of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods ending before the termination date (collectively, the “Accrued Obligations”)Control. Such payments Salary Payment Amount and Bonus Payment Amount shall be made to paid, at the Executive within the time period required by applicable law (and Company’s option, in all events a lump sum within sixty (60) days following after the date of involuntary termination). The Executive shall also receive any nonforfeitable benefits payable Executive’s Involuntary Termination or periodically over the Severance Period according to him under the terms of any deferred compensation, incentive or other benefit plans maintained by the Company’s standard payroll schedule, payable in accordance with provided that such payments may not extend beyond two and one-half (2 ½) months following the terms end of the applicable plan. If calendar year in which the termination is not (1) a termination for Cause (as defined below), as described in Section 5(c)date of Involuntary Termination occurs; (2) a voluntary termination by the Executive without Good Reason (as defined below) as described in Section 5(d); provided that if such Involuntary Termination occurs within three (3) months prior to or eighteen (18) months after a termination as a result Change of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e)Control, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of a release of claims such payment will be made in a form lump sum within forty (40) days after such termination. Executive will receive payment(s) for all salary and substance reasonably requested by the Company (the “Release”), and except as otherwise provided by Sections 12 and 18, the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to the Executive’s Base Salary as in effect at the time his employment terminates for a period equal to the greater of (a) the remainder of the then current term of this Agreement or (b) twenty-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, if the termination is not (1) a termination for Cause, as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to the following:unpaid vacation accrued

Involuntary Termination. If the Executive’s employment is involuntarily terminated by under Section 3.1(a)(ii) (Termination Without Cause) or 3.1(a)(iv) (Constructive Termination) above (such termination, an “Involuntary Termination”), Executive will be entitled to receive payment of severance benefits equal to Executive’s regular monthly salary (the Company during “Salary Payment Amount”) for twelve (12) months (the Employment Term“Severance Period”); provided that if such Involuntary Termination occurs immediately prior to or within twelve (12) months after a Change of Control (as defined below), such Severance Period shall be for a period of eighteen (18) months and such payment shall not be less than the amount that would result from using Executive’s regular monthly salary in effect immediately prior to the Change of Control. Executive will also be entitled to receive a payment equal to the target Annual Bonus established for Executive for the fiscal year in which the termination occurs (the “Bonus Payment Amount”); provided that if such Involuntary Termination occurs immediately prior to or within twelve (12) months after a Change of Control, then Executive shall be entitled to receive his Base Salary accrued through a payment equal to 1.5 times the date Bonus Payment Amount and such payment shall not be less than the amount that would result from using Executive’s regular monthly salary and target bonus percentage in effect immediately prior to the Change of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods ending before the termination date (collectively, the “Accrued Obligations”)Control. Such payments Salary Payment Amount and Bonus Payment Amount shall be made to paid, at the Executive within the time period required by applicable law (and Company’s option, in all events a lump sum within sixty (60) days following after the date of involuntary termination). The Executive shall also receive any nonforfeitable benefits payable Executive’s Involuntary Termination or periodically over the Severance Period according to him under the terms of any deferred compensation, incentive or other benefit plans maintained by the Company’s standard payroll schedule, payable in accordance with provided that such payments may not extend beyond two 187017745 v5 and one-half (2 ½) months following the terms end of the applicable plancalendar year in which the date of Involuntary Termination occurs. If the termination is not (1Executive will receive payment(s) a termination for Cause (all salary and unpaid vacation accrued as defined below), as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason (as defined below) as described in Section 5(d); (3) a termination as a result of the date of Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then subject to compliance with the restrictive covenants in Section 9 employment and Section 10 and the execution and timely return by the Executive health insurance benefits will be continued through payment of a release of claims in a form and substance reasonably requested Executive’s COBRA health insurance premiums by the Company (over the “Release”), and except Severance Period so long as otherwise provided by Sections 12 and 18, the Company shall pay severance Executive timely elects to the Executive in accordance with its normal payroll practices, equal to the continue Executive’s Base Salary as in effect at the time his employment terminates for a period equal to the greater of (a) the remainder of the then current term of this Agreement or (b) twenty-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning health insurance coverage under COBRA and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, if the termination is not (1) a termination for Cause, as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 COBRA’s terms, conditions and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to the following:requirements.

Involuntary Termination. If the Executive’s 's employment is involuntarily terminated by the Company Corporation during the Employment Termterm of this Agreement, the Executive shall be entitled to receive his Base Salary base salary accrued through the date of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods ending before preceding the termination date (collectively, the “Accrued Obligations”). Such payments shall be made to the Executive within the time period required by applicable law (and in all events within sixty (60) days following the date of involuntary termination)date. The Executive shall also receive any nonforfeitable benefits payable to him under the terms of any deferred compensation, incentive or other benefit plans plan maintained by the CompanyCorporation, payable in accordance with the terms of the applicable plan. If the termination is not (1) a termination for Cause (as defined below)Cause, as described in Section 5(cparagraph (c); (2) , a voluntary termination by the Executive without Good Reason (as defined below) as described in Section 5(dparagraph (d); (3) a termination as , or a result of the Executive’s 's death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e)disability, then subject the Corporation shall also be obligated to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive make a series of a release of claims in a form and substance reasonably requested by the Company (the “Release”), and except as otherwise provided by Sections 12 and 18, the Company shall pay monthly severance payments to the Executive in accordance with its normal payroll practicesfor each month during the remaining term of this Agreement, but not less than twelve (12) months. Each monthly payment shall be equal to one-twelfth (1/12th) of the sum of (i) the Executive’s Base Salary 's annual base salary, as in effect at on the time his employment terminates for a period equal to date of termination, and (ii) the greater of (aA) the remainder of annual bonus paid to the then current term of this Agreement Executive for the last fiscal year preceding the termination date or (bB) twentya minimum bonus equal to thirty percent (30%) of his annual base salary. If the Executive obtains a replacement position with any new employer (including a position as an officer, employee, consultant, or agent, or self-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in employment as a second taxable yearpartner or sole proprietor), the payments shall not commence until be reduced by all amounts the first payroll date in Executive receives as compensation for services performed during such period. The Executive shall be under no duty to mitigate the second taxable yearamounts owed to him under this paragraph (a) by seeking such a replacement position. In addition, if the termination is not (1) a termination for Cause, Cause as described in Section 5(cparagraph (c); (2) , a voluntary termination by the Executive without Good Reason as described in Section 5(dparagraph (d); (3) a termination as , or a result of the Executive’s 's death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e)disability, then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to the following:

Involuntary Termination. If the ExecutiveEmployee experiences an Involuntary Termination, such termination of employment shall be subject to the Company’s employment obligations under this Section 7. In the event of the Involuntary Termination of the Employee (other than an Involuntary Termination at the time of or within 12 months following a Change in Control), the Company or the Bank shall, subject to the Employee executing and not revoking a general release of claims pursuant to Section 7(c) below, (i) pay to the Employee monthly one-twelfth of his Cash Compensation until the expiration of the remaining term of this Agreement, with such payments to commence as of the first business day of the month following the date the general release of claims is involuntarily terminated executed and the revocation period expires without the release being revoked, except as otherwise set forth below or in Section 7(c) below, (ii) provide Health Insurance Benefits to each Covered Person until the expiration of the remaining term of this Agreement or such Covered Person’s death, whichever first occurs, and (iii) provide Other Insurance Benefits until the expiration of the remaining term of this Agreement or the Employee’s death, whichever first occurs. If the Employee is a “Specified Employee” (as defined in Section 409A) at the time of his Separation from Service, then payments under this Section 7(a) which are not covered by the Company during separation pay plan exemption from Section 409A set forth in Treasury Regulation §1.409A-1(b)(9)(iii) and which would otherwise be paid within the Employment Termfirst six months following the Separation from Service, and as such constitute deferred compensation under Section 409A, shall not be paid until the Executive shall be entitled to receive 185th day following the Employee’s Separation from Service, or his Base Salary accrued through the date of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods ending before the termination date earlier death (collectively, the “Accrued ObligationsDelayed Distribution Date”). Such Any payments deferred on account of the preceding sentence shall be made to accumulated without interest and paid with the Executive within the time period required by applicable law (and in all events within sixty (60) days following the date of involuntary termination). The Executive shall also receive any nonforfeitable benefits payable to him under the terms of any deferred compensation, incentive or other benefit plans maintained by the Company, first payment that is payable in accordance with the terms of the applicable plan. If the termination is not (1) a termination for Cause (as defined below), as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason (as defined below) as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then subject to compliance with the restrictive covenants in Section 9 preceding sentence and Section 10 and 409A. To the execution and timely return extent permitted by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”)Section 409A, and except as otherwise provided by Sections 12 and 18, the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to the Executive’s Base Salary as in effect at the time his employment terminates for a period equal to the greater of (aamounts payable under this Section 7(a) the remainder of the then current term of this Agreement or (b) twenty-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, if the termination is not (1) a termination for Cause, as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive which are considered deferred compensation shall be entitled treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of an involuntary Separation from Service as herein defined pursuant to the following:a separation pay plan).

Involuntary Termination. The Board of Directors may terminate the Employee’s employment at any time, but, except in the case of Termination for Cause, termination of employment shall not prejudice the Employee’s right to compensation or other benefits under this Agreement. In the event of Involuntary Termination other than concurrently with or within twelve (12) months after a Change in Control, (1) the Bank shall pay to the Employee during the remaining term of this Agreement, the Employee’s salary at the rate in effect immediately prior to the Involuntary Termination, payable in such manner and at such times as such salary would have been payable to the Employee under Section 4 if the Employee had continued to be employed by the Bank, and (2) the Bank shall provide to the Employee during the remaining term of this Agreement substantially the same benefits as the Bank maintained for its executive officers immediately prior to the Involuntary Termination, including Bank-paid dependent medical and dental coverage, provided that if either the Bank is unable to provide such insurance coverage in-kind or the continuation of such insurance coverage would trigger excise taxes under Section 4980D of the Code, then the Bank shall make a lump sum cash payment to the Employee equal to the projected cost of providing such insurance coverage for the remaining term of this Agreement, with the projected cost to be based on the costs being incurred immediately prior to the Involuntary Termination as increased by 10% on each scheduled renewal date. If the ExecutiveEmployee is a “Specified Employee” (as defined in Section 409A of the Code) at 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 (as defined in Treasury Regulation §1.409A-1(b)(9)(iii)), and as such constitute deferred compensation under Section 409A of the Code, shall not be paid until the 185th day following the Employee’s employment is involuntarily terminated by the Company during the Employment TermSeparation from Service, the Executive shall be entitled to receive or his Base Salary accrued through the date of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods ending before the termination date earlier death (collectively, the “Accrued ObligationsDelayed Distribution Date”). Such Any payments deferred on account of the preceding sentence shall be made to accumulated without interest and paid with the Executive within the time period required by applicable law (and in all events within sixty (60) days following the date of involuntary termination). The Executive shall also receive any nonforfeitable benefits payable to him under the terms of any deferred compensation, incentive or other benefit plans maintained by the Company, first payment that is payable in accordance with the terms preceding sentence and Section 409A of the applicable planCode. If To the termination is not (1) a termination for Cause (as defined below), as described in extent permitted by Section 5(c); (2) a voluntary termination by the Executive without Good Reason (as defined below) as described in Section 5(d); (3) a termination as a result 409A of the Executive’s death or Disability (as defined below); or (4Code, amounts payable under this Section 7(a) a termination due to non-renewal of the then current term as described in Section 5(e), then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”), and except as otherwise provided by Sections 12 and 18, the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to the Executive’s Base Salary as in effect at the time his employment terminates for a period equal to the greater of (a) the remainder of the then current term of this Agreement or (b) twenty-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, if the termination is not (1) a termination for Cause, as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive which are considered deferred compensation shall be entitled to the following:treated as payable after amounts which are not considered deferred compensation.

Involuntary Termination. If In the Executive’s employment is involuntarily terminated by event of Involuntary Termination, (1) the Company Bank shall pay to the Employee during the Employment Term, remaining term of this Agreement the Executive shall be entitled to receive his Base Salary accrued through Employee’s salary at the date of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods ending before the termination date (collectively, the “Accrued Obligations”). Such payments shall be made annual rate in effect immediately prior to the Executive within the time period required by applicable law (Date of Termination, payable in such manner and in all events within sixty (60) days following the date of involuntary termination). The Executive shall also receive any nonforfeitable benefits at such times as such salary would have been payable to him the Employee if he had continued to be employed under this Agreement, and (2) the Bank shall continue to provide to the Employee during the remaining term of this Agreement the same group health benefits and other group insurance and group retirement benefits as he would have received if he had continued to be employed under this Agreement, to the extent that the Bank can do so under the terms of any deferred compensation, incentive or other benefit applicable plans as are maintained by the CompanyBank for the benefit of its executive officers from time to time during the remaining term of this Agreement. No payment shall be made under this Section 7(a) unless the Employee termination of employment qualifies as a “Separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for in the Section 409A regulations). If the Employee is a “Specified Employee” (as defined in Section 409A) at 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 (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 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 terms of the applicable plan. If the termination is not (1) a termination for Cause (as defined below), as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason (as defined below) as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then subject to compliance with the restrictive covenants in Section 9 preceding sentence and Section 10 and 409A. To the execution and timely return extent permitted by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”)Section 409A, and except as otherwise provided by Sections 12 and 18, the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to the Executive’s Base Salary as in effect at the time his employment terminates for a period equal to the greater of (aamounts payable under this Section 7(a) the remainder of the then current term of this Agreement or (b) twenty-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, if the termination is not (1) a termination for Cause, as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive which are considered deferred compensation shall be entitled to the following:treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of an involuntary separation from service as herein defined herein).

Involuntary Termination. The Board of Directors may terminate the Employee's employment at any time, but, except in the case of Termination for Cause, termination of employment shall not prejudice the Employee's right to compensation or other benefits under this Agreement. In the event of Involuntary Termination other than in connection with or within twelve (12) months after a Change in Control, (1) the Bank shall pay to the Employee during the remaining term of this Agreement, the Employee's salary at the rate in effect immediately prior to the Date of Termination, payable in such manner and at such times as such salary would have been payable to the Employee under Section 4 if the Employee had continued to be employed by the Bank, and (2) the Bank shall provide to the Employee during the remaining term of this Agreement substantially the same benefits as the Bank maintained for its executive officers immediately prior to the Date of Termination, including Bank-paid dependent medical and dental coverage. No payment shall be made under this Section 7(a) unless the Employee’s termination of employment qualifies as a “Separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for in the Section 409A regulations). If the ExecutiveEmployee is a “Specified Employee” (as defined in Section 409A) at 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 (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 employment is involuntarily terminated by the Company during the Employment TermSeparation from Service, the Executive shall be entitled to receive or his Base Salary accrued through the date of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods ending before the termination date earlier death (collectively, the “Accrued ObligationsDelayed Distribution Date”). Such Any payments deferred on account of the preceding sentence shall be made to accumulated without interest and paid with the Executive within the time period required by applicable law (and in all events within sixty (60) days following the date of involuntary termination). The Executive shall also receive any nonforfeitable benefits payable to him under the terms of any deferred compensation, incentive or other benefit plans maintained by the Company, first payment that is payable in accordance with the terms of the applicable plan. If the termination is not (1) a termination for Cause (as defined below), as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason (as defined below) as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then subject to compliance with the restrictive covenants in Section 9 preceding sentence and Section 10 and 409A. To the execution and timely return extent permitted by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”)Section 409A, and except as otherwise provided by Sections 12 and 18, the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to the Executive’s Base Salary as in effect at the time his employment terminates for a period equal to the greater of (aamounts payable under this Section 7(a) the remainder of the then current term of this Agreement or (b) twenty-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, if the termination is not (1) a termination for Cause, as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive which are considered deferred compensation shall be entitled to the following:treated as payable after amounts which are not considered deferred compensation.

Involuntary Termination. If at any time during the Executive’s employment is involuntarily terminated by term of this Agreement, other than following a Change in Control to which Section 6(c) applies, the Company during terminates the Employment Termemployment of Executive without Business Reasons or a Constructive Termination occurs, the then Executive shall be entitled to receive his Base Salary the following: (i) salary and the cash value of any accrued vacation (consistent with the Company’s vacation policies then in effect) through the date Termination Date plus continued salary for a period of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods ending before the termination date eighteen (collectively, the “Accrued Obligations”). Such payments shall be made to the Executive within the time period required by applicable law (and in all events within sixty (6018) days months following the date of involuntary termination). The Executive shall also receive any nonforfeitable benefits payable to him under the terms of any deferred compensation, incentive or other benefit plans maintained by the CompanyTermination Date, payable in accordance with the terms Company’s regular payroll schedule as in effect from time to time, (ii) an amount equal to the average of the applicable plan. If bonuses paid to Executive during the two preceding fiscal years or, if no bonuses were paid during such period, an amount equal to Executive’s then current annual target bonus, to be paid between January 1 and December 31 of the year following the year in which the termination is occurs, (iii) acceleration of vesting of all outstanding stock options, and other equity arrangements subject to vesting and held by Executive subject to the provision, however, that the acceleration shall not (1) a termination for Cause (as defined below), as described in Section 5(c); cover more than two (2) a voluntary termination years from the Termination Date (and in this regard, all such options and other exercisable rights held by Executive shall remain exercisable for one year following the Executive without Good Reason (as defined below) as described in Section 5(d); (3) a termination as a result Termination Date, or through the original expiration date of the stock options or other exercisable rights, if earlier), (iv) to the extent COBRA shall be applicable to the Company, continuation of health benefits for Executive, Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e)spouse and any dependent children, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”), and except as otherwise provided by Sections 12 and 18, the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to the at Executive’s Base Salary as in effect at the time his employment terminates cost, for a period equal to the greater of (a) the remainder of the then current term of this Agreement or (b) twenty-four (24) months, with the first payment on the first payroll date 18 months after the revocation Termination Date or such longer period for as may be applicable under the Release has expired; providedCompany’s policies then in effect, provided the Executive makes the appropriate election and payments, and (v) no other compensation, severance or other benefits, except only that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments this provision shall not commence until the first payroll date limit any benefits otherwise available to Executive under Section 6(c) in the second taxable year. In addition, if the termination is not (1) case of a termination for Cause, as described following a Change in Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to the following:Control.

Involuntary Termination. If (1) the Executive’s 's employment is involuntarily terminated by the Company during the Employment Termterm of this Agreement, other than for (i) death, (ii) disability as described in this Section 5 (b), (iii)"Cause" as described in this Section 5 (c), (iv) a voluntary termination by the Executive as described in this Section 5 (d), or (2) a "Change in Corporate Control" as described in Section 6 occurs, the Executive Company shall be entitled obligated to receive his Base Salary accrued through make a series of monthly payments to the Executive for twenty-four (24) months from the date of such termination or Change in Corporate Control (the "Severance Period"). Each monthly payment shall be equal to one-twelfth (1/12th) of the sum of the (i) Executive's annual base salary paid during the twelve (12) months immediately preceding such termination, any accrued but unpaid vacation payand (ii) Bank Covenant Compliance Bonus and Performance Bonus, plus any bonuses if any, earned but unpaid with respect to under Section 3 for the fiscal years or other periods ending before year immediately preceding such termination. The payments made during the termination date last twelve (collectively, 12) months of the “Accrued Obligations”). Such payments Severance Period shall be made to reduced by all amounts the Executive within the time period required by applicable law receives as compensation for services performed in any position with any new employer (and in all events within sixty (60) days following the date of involuntary terminationincluding a position as an officer, employee, consultant or agent, or self-employment as a partner or sole proprietor). The Executive shall also receive any nonforfeitable such non-forfeitable benefits already earned and payable to him under the terms of any deferred compensation, incentive or other benefit plans plan maintained by the Company, payable in accordance with the terms of the applicable plan. If the termination is not (1) a termination for Cause (as defined below)Company should, as described in Section 5(c); (2) a voluntary termination by during the Executive without Good Reason (as defined below) as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”), and except as otherwise provided by Sections 12 and 18, the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to the Executive’s Base Salary as in effect at the time his employment terminates for a period equal to the greater of (a) the remainder of the then current term of this Agreement or (b) twenty-four (24) monthsAgreement, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, if the termination is not (1) a termination for Cause, as described in Section 5(c); (2) a voluntary termination by require the Executive without Good Reason as described in Section 5(d); (3) a termination as a result to relocate his business office outside of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18Baltimore metropolitan area, the Executive shall have the right, within sixty (60) days following this request, to resign from employment and have such resignation be entitled deemed to be an involuntary termination triggering the severance provisions of this Section 5 (a). If the Company defaults in its obligation to make any severance payments required to be paid under this Section 5 (a) or under Section 2: (i) the provisions of Section 10 shall be inoperable; (ii) the entire unpaid balance of the severance payments shall become immediately due and payable; and (iii) if the Executive prevails in any suit commenced by the Executive to collect such severance payments, all costs and expenses of such suit incurred by the Executive, including reasonable attorneys' fees, shall be paid by the Company to the following:Executive.

Involuntary Termination. If the Executive’s Upon termination of Employee's employment is involuntarily terminated by the Company during the Employment Termreason of Involuntary Termination (other than a Termination for Cause), the Executive shall employment relationship created pursuant to this Agreement will terminate and no further compensation will become payable to Employee pursuant to Section 6 or Section 7 upon the effectiveness of such Involuntary Termination. Upon Employee's Involuntary Termination (other than a Termination for Cause), Employee will be entitled to receive his Base Salary accrued only the amounts provided in this Section 9.B: (i) the 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 vacation payPTO, plus any bonuses earned but unpaid 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 then current base salary, and (vi) three (3) months of COBRA coverage under the Company's medical, dental and vision plans, as then in effect, at the cost paid by active employees of the Company, if 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, 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 respect this Agreement or Employee's employment with the Company, subject to fiscal years or other periods ending before the termination date (collectivelyapplicable law. Further, the “Accrued Obligations”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). Such payments , (iii), or (iv) shall be made to the Executive within the time period required by applicable law thirty (and in all events within sixty (6030) days following the date of involuntary termination). The Executive such Involuntary Termination; any Bonus Amount in respect of clause (ii) shall also receive any nonforfeitable benefits payable to him under the terms of any deferred compensation, incentive or other benefit plans maintained by the Company, payable be paid in accordance with Section 6.C; and any severance amount in respect of clause (v) shall be paid as soon as administratively feasible after the terms of Employee's execution and delivery to the applicable plan. If the termination is not (1) a termination for Cause (as defined below)Company an unconditional general release, as described in this Section 5(c); (2) a voluntary termination by the Executive without Good Reason (as defined below) as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”), and except as otherwise provided by Sections 12 and 18, the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to the Executive’s Base Salary as in effect at the time his employment terminates for a period equal to the greater of (a) the remainder of the then current term of this Agreement or (b) twenty-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, if the termination is not (1) a termination for Cause, as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to the following:9.B.

Involuntary Termination. If the ExecutiveEmployee’s employment is involuntarily terminated by the Company during the Employment Termterminates as a result of an Involuntary Termination other than for Cause, the Executive Employee shall be entitled to receive his Base Salary accrued through the following benefits: (i) severance payments during the period from the date of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods ending before the Employee’s termination until the date 18 months after the effective date of the termination date (collectively, the “Accrued ObligationsSeverance Period”). Such ) equal to the salary which the Employee was receiving immediately prior to the change of control, which payments shall be made to paid during the Executive within the time period required by applicable law (and in all events within sixty (60) days following the date of involuntary termination). The Executive shall also receive any nonforfeitable benefits payable to him under the terms of any deferred compensation, incentive or other benefit plans maintained by the Company, payable Severance Period in accordance with the terms Company’s standard payroll practices; (ii) monthly severance payments during the Severance Period equal to 1/12th of the applicable plan. If the termination is not (1) a termination for Cause (as defined below), as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason Employee’s “target bonus” (as defined below) as described for the fiscal year in Section 5(dwhich 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); (3iii) a termination as a result continuation of all health and life insurance benefits through the end of the Executive’s death Severance Period substantially identical to those to which the Employee was entitled immediately prior to the termination, or Disability (as defined below); or (4) a termination due to non-renewal those being offered to officers of the then current term as described 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 Section 5(e), then subject to compliance full and each share of restricted stock shall be fully vested on the termination date in accordance with the restrictive covenants 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 Section 9 and Section 10 and effect immediately prior to the execution and timely return change of control multiplied by the Executive that percentage of a release of claims in a form and substance reasonably requested such base salary that is prescribed by the Company (under its Officer Incentive Plan as the “Release”), and except percentage of such base salary payable to the Employee as otherwise provided by Sections 12 and 18, a cash bonus if the Company shall pay severance to the Executive in accordance with pays bonuses at one-hundred percent (100%) of its normal payroll practices, equal to the Executive’s Base Salary as in effect at the time his employment terminates for a period equal to the greater of (a) the remainder of the then current term of this Agreement or (b) twenty-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, if the termination is not (1) a termination for Cause, as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to the following:operating plan.

Involuntary Termination. If The Board of Directors may terminate the Executive’s Employee's employment is involuntarily terminated at any time, but, except in the case of Termination for Cause, termination of employment shall not prejudice the Employee's right to compensation or other benefits under this Agreement. In the event of Involuntary Termination other than in connection with or within twelve (12) months after a Change in Control, (1) the Bank shall pay to the Employee during the remaining term of this Agreement, the Employee's salary at the rate in effect immediately prior to the Date of Termination, payable in such manner and at such times as such salary would have been payable to the Employee under Section 4 if the Employee had continued to be employed by the Company Bank, and (2) the Bank shall provide to the Employee during the remaining term of this Agreement substantially the same benefits as the Bank maintained for its executive officers immediately prior to the Date of Termination, including Bank-paid dependent medical and dental coverage. If and to the extent involuntary termination payments under this Section 6 constitute deferred compensation within the meaning of Section 409A (“Involuntary Termination Deferred Compensation”), and the Employee is a Specified Employee, then the payment of such Involuntary Termination Deferred Compensation shall comply with Code Section 409A(a)(2)(B)(i) and the regulations thereunder, which generally provides that distributions of deferred compensation (within the meaning of Section 409A) to a Specified Employee that are payable on account of Termination of Employment Termmay not commence prior to the six (6) month anniversary of the Employee’s Termination of Employment (or, the Executive shall be entitled to receive his Base Salary accrued through if earlier, the date of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods ending before the termination date (collectively, the “Accrued Obligations”Employee’s death). Such payments Amounts that would otherwise be distributed to the Employee during such six (6) month period but for the preceding sentence shall be made paid to the Executive within Employee on the time period required by applicable law (and in all events within sixty (60) days 185th day following the date of involuntary termination)the Employee’s Termination of Employment. The Executive shall also receive any nonforfeitable benefits payable to him under To the terms of any deferred compensationextent permitted by Section 409A, incentive or other benefit plans maintained by the Company, payable in accordance with the terms of the applicable plan. If the termination is not (1) a termination for Cause (as defined below), as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason (as defined below) as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”), and except as otherwise provided by Sections 12 and 18, the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to the Executive’s Base Salary as in effect at the time his employment terminates for a period equal to the greater of (a) the remainder of the then current term of this Agreement or (b) twenty-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the Involuntary Termination Deferred Compensation payments shall not commence until the first payroll date be deemed to be made after any other payments provided for in the second taxable year. In addition, if the termination is not (1) a termination for Cause, as described in this Section 5(c6(a); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to the following:.

Involuntary Termination. If Without Cause at the Company’s 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 in circumstances in which the provisions of Section 1.3 would be applicable, the provisions of Section 1.3 will instead apply): (i) a lump sum payment in cash (in accordance with Section 4.11) equal to the Monthly Base Salary in effect on the date of Involuntary Termination multiplied by 12; (ii) a lump-sum payment in cash (in accordance with Section 4.11) equal to the amount of (a) Executive’s employment target bonus for the bonus year in which Executive’s Involuntary Termination occurs, prorated based on the number of days in the bonus year that have elapsed prior to the date of Involuntary Termination, and (b) Executive’s Accrued Payment. (iii) provided that Executive is involuntarily terminated 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 during from time to time; and (iv) fifty percent (50%) of all stock options, restricted stock awards, restricted stock units and similar equity awards granted to Executive by the Employment Term, the Executive shall be entitled Company prior to receive his Base Salary accrued through the date of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods ending before the termination date (collectively, the “Accrued ObligationsOutstanding Equity Awards”). Such payments shall be made to ) that would otherwise have vested during the Executive within the time twelve month period required by applicable law (and in all events within sixty (60) days following the date of involuntary Involuntary Termination if such termination had not occurred shall immediately vest and become exercisable on the date of termination). (v) The Executive remaining portion of all Outstanding Equity Awards, if any, which is unvested on the date of Involuntary Termination shall also receive any nonforfeitable benefits payable to him under be forfeited and canceled in its entirety upon the terms date of any deferred compensation, incentive Involuntary Termination. (vi) Each Outstanding Equity Award which is or other benefit plans maintained by becomes vested and exercisable on the Company, payable in accordance with date of Involuntary Termination shall remain outstanding and exercisable until the terms of the applicable plan. If the termination is not (1) a termination for Cause (as defined below), as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason (as defined below) as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”), and except as otherwise provided by Sections 12 and 18, the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to the Executive’s Base Salary as in effect at the time his employment terminates for a period equal to the greater earlier of (a) the remainder expiration of the then current term twelve month period which commences on the date of this Agreement or Involuntary Termination and (b) twenty-four (24) months, with the first payment on the first payroll expiration date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, if the termination is not (1) a termination for Cause, as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal original term of the then current term as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to the following:Outstanding Equity Award. c.

Involuntary Termination. If the ExecutiveEmployee experiences an Involuntary Termination, such termination of employment shall be subject to the Company’s employment is involuntarily terminated by obligations under this Section 7. In the event of the Involuntary Termination of the Employee, the Company shall, during the Employment Termremaining term of this Agreement (i) pay to the Employee monthly one-twelfth of his “Total Compensation” 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 Executive shall be entitled benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially as favorable to receive his Base Salary accrued through the date Employee including amounts of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect coverage and deductibles and other costs to fiscal years or other periods ending before the termination date him in effect immediately prior to such Involuntary Termination (collectively, the “Accrued ObligationsEmployee’s Health Coverage”). Such payments No payment shall be made to under this Section 7(a) unless the Executive within Employee’s termination of employment qualifies as a “Separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for in the Section 409A regulations). If the Employee is a “Specified Employee” (as defined in Section 409A) at the time period required by applicable law of his Separation from Service, then payments under this Section 7(a) which are not considered paid on account of an involuntary separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)), and in all events within sixty (60) days as such constitute deferred compensation under Section 409A, shall not be paid until the 185th day following the date of involuntary terminationEmployee’s Separation from Service, or his earlier death (the “Delayed Distribution Date”). The Executive Any payments deferred on account of the preceding sentence shall also receive any nonforfeitable benefits payable to him under be accumulated without interest and paid with the terms of any deferred compensation, incentive or other benefit plans maintained by the Company, first payment that is payable in accordance with the terms of the applicable plan. If the termination is not (1) a termination for Cause (as defined below), as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason (as defined below) as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then subject to compliance with the restrictive covenants in Section 9 preceding sentence and Section 10 and 409A. To the execution and timely return extent permitted by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”)Section 409A, and except as otherwise provided by Sections 12 and 18, the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to the Executive’s Base Salary as in effect at the time his employment terminates for a period equal to the greater of (aamounts payable under this Section 7(a) the remainder of the then current term of this Agreement or (b) twenty-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, if the termination is not (1) a termination for Cause, as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive which are considered deferred compensation shall be entitled to the following:treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of an involuntary separation from service as herein defined herein).

Involuntary Termination. If The Board of Directors may, without cause, terminate the Executive’s Employee's employment is involuntarily terminated by at any time, but, except in the Company case of Termination for Cause, termination of employment shall not prejudice the Employee's right to compensation or other benefits under this Agreement. In the event of Involuntary Termination other than after a Change in Control which occurs during the Employment Term, the Executive shall be entitled to receive his Base Salary accrued through the date term of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods ending before the termination date (collectively, the “Accrued Obligations”). Such payments shall be made to the Executive within the time period required by applicable law (and in all events within sixty (60) days following the date of involuntary termination). The Executive shall also receive any nonforfeitable benefits payable to him under the terms of any deferred compensation, incentive or other benefit plans maintained by the Company, payable in accordance with the terms of the applicable plan. If the termination is not (1) a termination for Cause (as defined below), as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason (as defined below) as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”), and except as otherwise provided by Sections 12 and 18this Agreement, the Company and the Bank jointly shall pay severance (i) if the Involuntary Termination occurs prior to the Executive in accordance with its normal payroll practicesfirst anniversary of the Effective Date, pay to the employee a lump sum severance amount equal to the Executiveone year’s Base Salary as in effect at the time his employment terminates for a period equal immediately prior to the greater Date of Termination, including the pro rata portion of any incentive award that would have been payable to the Employee under Section 4(b) of this Agreement had the Employee continued to be employed by the Company and the Bank, or (aii) if the remainder Involuntary Termination occurs after the first anniversary of this Effective Date, pay to the then current Employee during the remaining term of this Agreement or the Salary at the rate in effect immediately prior to the Date of Termination, and (biii) twentyprovide 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-four term disability insurance (24if any) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the time period for returning Employee had not suffered Involuntary Termination, on terms substantially as favorable to the Employee, including amounts of coverage and revoking deductibles and other costs to him, as if he had not suffered Involuntary Termination. Notwithstanding the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In additionforegoing, if the termination is 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 (1) a termination for Causeand as such considered deferred compensation), as described in then the final payment that could be made without causing the payments to be considered deferred compensation under Section 5(c); (2) a voluntary termination by 409A shall include the Executive without Good Reason as described in Section 5(d); (3) a termination as a result present value of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal remaining payments, with such present value determined using the applicable discount rate used for purposes of determining present value under Section 280G of the then current term Code, with such rate being determined as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, date the Executive shall final payment would be entitled to the following:made. Timberland Employment Agreement - 7

Involuntary Termination. If the Executive’s employment is involuntarily terminated by the Company during the Employment Term, the Executive shall be entitled to receive his Base Salary accrued through the date of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods ending before the termination date (collectively, the “Accrued Obligations”). Such payments shall be made to the Executive within the time period required by applicable law (and in all events within sixty (60) days following the date of involuntary termination). The Executive shall also receive any nonforfeitable benefits payable to him under the terms of any deferred compensation, incentive or other benefit plans maintained by the Company, payable in accordance with the terms of the applicable plan. If the termination is not (1) a termination for Cause (as defined below), as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason (as defined below) as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”), and except as otherwise provided by Sections 12 and 18, the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to the Executive’s Base Salary as in effect at the time his employment terminates for a period equal to the greater of (a) the remainder of the then current term of this Agreement or (b) twenty-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, if the termination is not (1) a termination for Cause, as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to the following:

Involuntary Termination. If Executive's employment with the Executive’s employment Company is involuntarily terminated by the Company during the Employment Term, the other than for "Cause" (as defined below) or if Executive shall be entitled to receive his Base Salary accrued through the date resigns as a result of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods ending before the termination date (collectively, the “Accrued Obligations”). Such payments shall be made to the Executive within the time period required by applicable law (and in all events within sixty (60) days following the date of involuntary termination). The Executive shall also receive any nonforfeitable benefits payable to him under the terms of any deferred compensation, incentive or other benefit plans maintained by the Company, payable in accordance with the terms of the applicable plan. If the termination is not (1) a termination for Cause "Constructive Termination" (as defined below), as described in Section 5(c); then the Company will: (2i) for a voluntary period of six (6) months from the date of such termination by or resignation, (A) continue to pay the Executive without Good Reason Base Salary (as defined belowin effect on the date of such termination or resignation) as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”), and except as otherwise provided by Sections 12 and 18, the Company shall pay severance to the Executive in accordance with its normal payroll practicesSection 4(a) of this Agreement, (B) provide continuing medical coverage described in section 4980B of the Internal Revenue Code of 1986, as amended (sometimes referred to as "COBRA coverage") at a rate not to exceed the required employee contribution for such medical coverage provided for the Company's active employees (which period will be counted toward the Company's obligation to provided COBRA coverage), and (C) permit Executive to continue to participate, at employee contribution rates, in the Company's life and accidental death policies (or substantially similar benefits) provided to Executive immediately prior to termination or resignation; (ii) pay to Executive an amount equal to the targeted maximum Annual Bonus, less any portion of the Annual Bonus already paid to Executive’s Base Salary as in effect at , pro-rated on the time his employment terminates for a period equal to the greater basis of (aA) a 365 day year and (B) the remainder number of days during such calendar year that Executive was employed by the Company; and (iii) as of the then current term date of this Agreement termination or (b) twenty-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, if the termination is not (1) a termination for Cause, as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18resignation, the Executive shall will be entitled credited with six months of additional vesting service for purposes of the vesting in any unvested Options to purchase stock of the Company held by him as of the date of termination or resignation. Thereafter, the Options will continue to be subject to the following:terms, definitions and provisions of the Stock Plan and Option Agreement. Executive will not be required or have any duty or obligation to mitigate the amount of any payment under this subsection by seeking other employment or otherwise. Notwithstanding anything to the contrary herein, no payments from or performance by the Company will be due under this subsection or subsection 8 (d) below unless and until Executive has executed a general release and waiver of claims of the Company (other than claims arising from breaches of this Agreement), in form reasonably satisfactory to the Company, and the execution of such general release and waiver of claims will be a condition to Executive's rights and the Company's obligations under this subsection and subsection 8 (d) below.

Involuntary Termination. If The Executive's employment hereunder may be terminated by the Company for any reason by written notice as provided in Section 14(f). The Executive’s 's Disability (as defined herein) during the term of the Agreement shall constitute an involuntary termination of employment is hereunder, unless the Board expressly extends such employment for a specified time thereafter. The Executive will be treated for purposes of this Agreement as having been involuntarily terminated by the Company during the Employment Term, if the Executive shall be entitled to receive terminates his Base Salary accrued through employment with the date of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods ending before Company under the termination date following circumstances: (collectively, i) the “Accrued Obligations”). Such payments shall be made assignment to the Executive within the time period required by applicable law (and in all events within sixty (60) days following the date of involuntary termination). The Executive shall also receive any nonforfeitable benefits payable to him under the terms of any deferred compensationduties inconsistent in any respect with the Executive's position (including status, incentive offices, titles and reporting requirements), authority, duties or other benefit plans maintained responsibilities as contemplated by Section 3 of this Agreement; (ii) any failure by the Company, payable in accordance Company to comply with the terms any of the applicable plan. If provisions of Section 4 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the termination is not Company promptly after receipt of notice thereof given by the Executive; (1iii) a termination for Cause (as defined below)the Company's requiring the Executive to be based at any office or location outside of Columbia, as described Maryland or more than 35 miles from the location provided in Section 5(c)7 hereof or the Company's requiring the Executive to travel on Company business to a substantially greater extent than required immediately prior to the Effective Date; (2iv) a voluntary any purported termination by the Executive without Good Reason Company of the Executive's employment otherwise than as expressly permitted by this Agreement; or (v) during the 30-day period immediately following the first date, after the Effective Date, on which a Change in Control (as defined below) as described in occurs, for any reason or without reason. For purposes of this Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e8(a), then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return any good faith determination by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”), and except as otherwise provided by Sections 12 and 18, the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to the Executive’s Base Salary as in effect at the time his employment terminates for a period equal to the greater of (a) the remainder of the then current term of this Agreement or (b) twenty-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in Effective Date as to whether a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, if the termination is not (1) a termination for Cause, as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason should be treated as described in Section 5(d); (3) an involuntary termination by the Company shall be conclusive. Notwithstanding the foregoing, a termination as a result of by the Executive’s death Company or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive that is effective on or after the first anniversary of the ReleaseEffective Date shall not be considered an involuntary termination, and except as otherwise provided by Sections 12 and 18, that the Executive shall be entitled party terminating the Executive's employment provides written notice of such termination to the following:other party at least 30 days prior to the effective date of such termination.

Involuntary Termination. If the Executive’s Employee's employment is involuntarily terminated by terminates due to an Involuntary Termination, then the Company during the Employment Term, the Executive Employee shall be entitled to receive his a lump-sum severance payment equal to: 300% of the Employee's then established Base Salary accrued through Compensation; 300% of the date sum of the actual annual bonuses (if any) received by Employee during the previous two (2) years prior to the termination, any accrued but unpaid vacation paydivided by two (2); and if applicable, plus any bonuses earned but unpaid with respect to fiscal years or other periods ending before monthly reimbursements from the Corporation for the same level of health coverage and benefits as in effect for the Employee on the day immediately preceding the day of the Employee's termination date of employment; provided, however, that: (collectivelyi) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the “Accrued Obligations”). Such payments shall be made Internal Revenue Code of 1986, as amended; and (ii) the Employee elects continuation coverage pursuant to the Executive Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), within the time period required by applicable law prescribed pursuant to COBRA. The Corporation shall continue to reimburse the Employee for premiums paid to continue such coverage until one (and in all events within sixty (601) days following year after the date of involuntary termination)the Involuntary Termination or, if earlier, until Employee is eligible for similar benefits from another employer. The Executive Employee shall also receive any nonforfeitable benefits payable to him under be responsible for the terms payment of any deferred compensationCOBRA premiums (including, incentive or other benefit plans maintained by without limitation, all administrative expenses) for the Company, payable in accordance with the terms of the applicable planremaining COBRA period. If the termination provisions of COBRA do not apply to Employee (for instance, if the Employee is not (1) a termination for Cause (as defined belowemployed outside of the United States), as described in Section 5(c); the Corporation will provide Employee with a lump sum payment equal to twelve (212) a voluntary termination multiplied by the Executive without Good Reason (as defined below) as described in Section 5(d); (3) a termination as a result portion, if any, of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of premium the then current term as described in Section 5(e), then subject to compliance with Corporation was paying for the restrictive covenants in Section 9 Employee's health coverage and Section 10 and the execution and timely return by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”), and except as otherwise provided by Sections 12 and 18, the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to the Executive’s Base Salary benefits as in effect at for the time his employment terminates for a period equal to Employee on the greater of (a) day immediately preceding the remainder day of the then current term Employee's termination of this Agreement or (b) twenty-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, if the termination is not (1) a termination for Cause, as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to the following:employment.

Involuntary Termination. If The President and Chief Executive Officer may terminate the ExecutiveEmployee’s employment is involuntarily terminated by at any time, but, except in the case of Termination for Cause, termination of employment shall not prejudice the Employee’s right to compensation or other benefits under this Agreement. In the event of Involuntary Termination other than after a Change in Control which occurs during the term of this Agreement, the Company during the Employment Term, the Executive shall be entitled to receive his Base Salary accrued through the date of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods ending before the termination date and First Federal jointly shall: (collectively, the “Accrued Obligations”). Such payments shall be made i) pay to the Executive within Employee over the time one-year period required by applicable law (and in all events within sixty (60) days following commencing on the date Employee’s Date of involuntary termination). The Executive shall also receive any nonforfeitable benefits payable to him under the terms of any deferred compensation, incentive or other benefit plans maintained by the Company, payable in accordance with the terms of the applicable plan. If the termination is not (1) a termination for Cause (as defined below), as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason (as defined below) as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of a release of claims in a form and substance reasonably requested by the Company Termination (the “ReleaseOne-Year Period”) the Employee’s Salary at the rate in effect immediately prior to the Date of Termination. The amount of the Employee’s Salary paid pursuant to this Section 7(a), and except as otherwise provided by Sections 12 and 18upon an Involuntary Termination other than after a Change in Control, shall be pro-rated based on the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to the ExecutiveEmployee’s Base Salary as in effect at the time his employment terminates for a period equal to the greater number of (a) the remainder years of the then current term of this Agreement or (b) twenty-four (24) monthsContinuous Employment, with the first payment on Employee receiving 20% of Employee’s Salary for each completed year of Continuous Employment. Therefore, the first payroll date Employee will receive 100% of Salary after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable yearcompletion of five years of Continuous Employment. In addition, the Employee shall also receive the pro rata portion of any incentive award or bonus, payable pro rata over the One Year Period, and (ii) provide to the Employee during the One-Year Period 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 termination is Employee had not (1) a termination for Causesuffered Involuntary Termination, on terms substantially as favorable to the Employee, including amounts of coverage and deductibles and other costs to him or her, as described in Section 5(c); (2if he or she had not suffered Involuntary Termination. To the extent payments under this Paragraph 7(a) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then, are subject to compliance with the restrictive covenants in Section 9 and 409A, Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive 20 shall apply. No payment shall be entitled to made under this Paragraph 7(a) unless the following:Employee timely executes a release substantially in the form attached as Exhibit A hereto.

Involuntary Termination. If The Executive's employment hereunder may be terminated during the Employment Term by the Company for any reason other than death, Disability or for Cause by written notice as provided in Section 12.6. In the event of such an involuntary termination, the Executive will be entitled to 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 employment is '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 during the Employment Termfor reasons other than death, Disability or for Cause if the Executive shall be entitled terminates his employment with the Company for any of the following reasons (each, a "Good Reason") prior to receive his Base Salary accrued through the date of terminationthe Executive's death, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years Disability or other periods ending before the termination date (collectively, the “Accrued Obligations”). Such payments shall be made to on which the Executive within the time period required by applicable law (and has committed or engaged in all events within sixty (60) days following the date of involuntary termination). The Executive shall also receive any nonforfeitable benefits payable to him under the terms of any deferred compensation, incentive or other benefit plans maintained by the Company, payable in accordance with the terms of the applicable plan. If the termination is not (1) a termination for Cause (as defined below), as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason (as defined below) as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”), and except as otherwise provided by Sections 12 and 18, the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to the Executive’s Base Salary as in effect at the time his employment terminates for a period equal to the greater of an act constituting Cause: (a) the remainder of the then current term Company has materially breached any provision of this Agreement and within 10 calendar days after notice thereof from the 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 business and/or assets of the Company fails to assume all duties, obligations and liabilities of the Company under the Agreement pursuant to Section 12.2(i); (c) a reduction in the scope or value of the aggregate benefits and incentive compensation described in Sections 4.1(iii), 4.2, 4.3, 4.5 and 4.6 provided to the 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 Board fails to appoint the Executive as Chief Executive Officer of the Company or to elect the Executive as Chairman of the Board, or the Executive is removed from any such position; (f) the Executive is not elected to or is removed from any of the Boards of Directors of the Utility Subsidiaries or the position of Chairman of the Boards of Directors of any of the Utility Subsidiaries; or (g) a reduction in the Executive's Base Salary or the opportunity to earn annual incentive compensation under Section 4.1(ii) on a basis at least as favorable to the Executive (in terms of each of the amount of benefits, levels of coverage and performance measures and levels of required performance) as the benefits payable thereunder prior to the reduction or the failure to pay the Executive Base Salary or incentive compensation earned when due. Notwithstanding the provisions of clauses (e) or (f) of the preceding sentence or Section 6.1(a) or (b) twenty-four (24) months), any change in the Executive's title or titles required by law, rule, order or regulation of any agency with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments competent jurisdiction shall not commence until the first payroll date in the second taxable year. In addition, if the termination is not (1) a termination for Cause, as described in Section 5(c); (2) a voluntary termination by the Executive without be deemed Good Reason as described in Section 5(d); (3) a termination as a result for purposes of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to the following:this Agreement.

Involuntary Termination. If the ExecutiveCovered Person’s employment is involuntarily terminated by as a result of Involuntary Termination, then, subject to the Company during Covered Person executing a general release in favor of the Employment TermCompany, the Executive Covered Person shall be entitled to receive his Base Salary accrued through a lump sum severance payment in an amount equal to eighteen (18) months of the Covered Person’s annual Target Compensation; and in addition, for a period of eighteen (18) months after such termination (the “COBRA Payment Period”), the Company shall be obligated to provide the Covered Person with continued participation in medical, dental, vision, and life insurance benefits that are substantially equivalent to the Covered Person’s benefits that were in effect immediately prior to the Change of Control (the “COBRA premiums”). In addition, outstanding stock options and shares of restricted stock or restricted units held by the Covered Person granted prior to the date of such termination under the Company’s equity plans which would otherwise become fully vested, nonforfeitable and not subject to any restrictions following the date of such termination shall instead become fully vested, nonforfeitable and not subject to restrictions as of the date of such termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect . Any severance payments to fiscal years or other periods ending before which the termination date (collectively, the “Accrued Obligations”). Such payments Covered Person is entitled pursuant to this section shall be made to the Executive within the time period required by applicable law (and paid in all events a lump sum within sixty (60) days following of the effective date of involuntary the Covered Person’s termination. For purposes of this Paragraph 3(a)(i), the term “Target Compensation” shall mean the highest amount of Target Compensation applicable to the Covered Person from the period of time immediately prior to the Change of Control through the effective date of the Covered Person’s termination. The Executive shall also receive Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code of 1986, as amended (the “Code”) or any nonforfeitable benefits payable statute or regulation of similar effect (including but not limited to him under the terms 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of any deferred compensationproviding the COBRA premiums, incentive or other benefit plans maintained by the Company, payable in accordance with its sole discretion, may elect to instead pay Covered Person on the terms first day of each month of the applicable plan. If the termination is not (1) COBRA Payment Period, a termination for Cause (as defined below), as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason (as defined below) as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”), and except as otherwise provided by Sections 12 and 18, the Company shall pay severance to the Executive in accordance with its normal payroll practices, fully taxable cash payment equal to the Executive’s Base Salary as in effect at the time his employment terminates COBRA premiums for a period equal that month, subject to the greater of (a) applicable tax withholdings, for the remainder of the then current term of this Agreement or (b) twenty-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, if the termination is not (1) a termination for Cause, as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to the following:COBRA Payment Period.

Involuntary Termination. If In the Executive’s employment is involuntarily terminated event that the Grantee ceases to provide Services as an Employee by reason of an Involuntary Termination, unless the Company during the Employment TermOption has earlier terminated, the Executive shall be entitled Option shall, immediately prior to receive his Base Salary accrued through the date of terminationsuch Involuntary Termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid vest and become exercisable with respect to fiscal years 18.75% of the total number of Shares subject to this Option (or other periods ending before [•] Shares (subject to adjustment pursuant to paragraph (c) of Section 5)), and the termination date Option may be exercised, in accordance with paragraph (collectivelya) of Section 5, the “Accrued Obligations”). Such payments shall be made to the Executive within extent vested as of such Involuntary Termination (for clarity, after taking into account the time period required foregoing acceleration provision of this paragraph (e)), provided such exercise occurs by applicable law (and in all events within sixty (60) days the close of business on the last calendar day of the 9th full calendar month following the date of involuntary terminationsuch Involuntary Termination. Notwithstanding the increased vesting provided for in the preceding sentence, in no event shall the Option become vested and exercisable for more than the number of Shares set forth in Section 1 (subject to adjustment as provided in paragraph (c) of Section 5). The Executive For purposes of this Agreement, “Involuntary Termination” shall also receive any nonforfeitable benefits payable mean: (i) without Grantee’s express written consent, a material reduction or alteration of Grantee’s duties, position or responsibilities relative to him under the terms of any deferred compensationGrantee’s duties, incentive position or other benefit plans maintained by the Companyresponsibilities in effect immediately prior to such reduction or alteration, payable in accordance with the terms of the applicable plan. If the termination is not (1) a termination for Cause (as defined below)or Grantee’s removal from such position, as described in Section 5(c)duties or responsibilities; (2ii) without Grantee’s express written consent, a voluntary termination by the Executive without Good Reason (as defined below) as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of a release of claims in a form and substance reasonably requested material reduction by the Company (the “Release”)or, and except as otherwise provided by Sections 12 and 18if applicable, the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to the ExecutiveAffiliate for whom Grantee provides Services) of Grantee’s Base Salary base salary as in effect at immediately prior to such reduction; (iii) without Grantee’s express written consent, the time his relocation of Grantee’s principal place of employment terminates with the Company (or, if applicable, the Affiliate for whom Grantee provides Services) by more than fifty (50) miles; (iv) any termination of Grantee’s employment by the Company without Cause. Except in the case of a period equal termination of Grantee by the Company (or, if applicable, the Affiliate for whom Grantee provides Services) without Cause, an “Involuntary Termination” shall not be deemed to occur until the Company has received written notice from Grantee of the occurrence of an Involuntary Termination and had thirty (30) days after the Company’s receipt of such notice to cure or remedy such Involuntary Termination (the “Remedy Period”). Any such notice provided by Grantee shall indicate the specific termination provision relied upon, shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination under the provision so indicated, and shall specify the effective date of your “separation from service” within the meaning of Section 409A of the Code. In order to be effective, a resignation for Involuntary Termination must occur within ten (10) business days after the end of the Remedy Period in which the Company (or, if applicable, the Affiliate for whom Grantee provides Services) failed to cure or remedy the Involuntary Termination and Grantee must have provided the foregoing written notice of the occurrence of an Involuntary Termination event to the greater Company within ninety (90) days of (a) the remainder Grantee’s awareness of the then current term of this Agreement or (b) twenty-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, if the termination is not (1) a termination for Cause, as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result initial existence of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to the following:applicable Involuntary Termination event.

Involuntary Termination. If the Executive’s Employee's employment is involuntarily terminated by terminates due to an Involuntary Termination, then the Company during the Employment Term, the Executive Employee shall be entitled to receive his a lump-sum severance payment equal to: 200% of the Employee's then established Base Salary accrued through Compensation; 200% of the date sum of the actual annual bonuses (if any) received by Employee during the previous two (2) years prior to the termination, any accrued but unpaid vacation paydivided by two (2); and if applicable, plus any bonuses earned but unpaid with respect to fiscal years or other periods ending before monthly reimbursements from the Corporation for the same level of health coverage and benefits as in effect for the Employee on the day immediately preceding the day of the Employee's termination date of employment; provided, however, that: (collectivelyi) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the “Accrued Obligations”). Such payments shall be made Internal Revenue Code of 1986, as amended; and (ii) the Employee elects continuation coverage pursuant to the Executive Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), within the time period required by applicable law prescribed pursuant to COBRA. The Corporation shall continue to reimburse the Employee for premiums paid to continue such coverage until one (and in all events within sixty (601) days following year after the date of involuntary termination)the Involuntary Termination or, if earlier, until Employee is eligible for similar benefits from another employer. The Executive Employee shall also receive any nonforfeitable benefits payable to him under be responsible for the terms payment of any deferred compensationCOBRA premiums (including, incentive or other benefit plans maintained by without limitation, all administrative expenses) for the Company, payable in accordance with the terms of the applicable planremaining COBRA period. If the termination provisions of COBRA do not apply to Employee (for instance, if the Employee is not (1) a termination for Cause (as defined belowemployed outside of the United States), as described in Section 5(c); the Corporation will provide Employee with a lump sum payment equal to twelve (212) a voluntary termination multiplied by the Executive without Good Reason (as defined below) as described in Section 5(d); (3) a termination as a result portion, if any, of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of premium the then current term as described in Section 5(e), then subject to compliance with Corporation was paying for the restrictive covenants in Section 9 Employee's health coverage and Section 10 and the execution and timely return by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”), and except as otherwise provided by Sections 12 and 18, the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to the Executive’s Base Salary benefits as in effect at for the time his employment terminates for a period equal to Employee on the greater of (a) day immediately preceding the remainder day of the then current term Employee's termination of this Agreement or (b) twenty-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, if the termination is not (1) a termination for Cause, as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to the following:employment.

Involuntary Termination. If (1) the Executive’s 's employment is involuntarily terminated by the Company during the Employment Termterm of this Agreement, other than for (i) death, (ii) disability as described in this Section 5 (b), (iii)"Cause" as described in this Section 5 (c), (iv) a voluntary termination by the Executive as described in this Section 5 (d), or (2) a "Change in Corporate Control" as described in Section 6 occurs, the Executive Company shall be entitled obligated to receive his Base Salary accrued through make a series of monthly payments to the Executive for twenty-four (24) months from the date of such termination or Change in Corporate Control (the "Severance Period"). Each monthly payment shall be equal to one-twelfth (1/12th) of the sum of the (i) Executive's annual base salary paid during the twelve (12) months immediately preceding such termination, any accrued but unpaid vacation payand (ii) Bank Covenant Compliance Bonus and Performance Bonus, plus any bonuses if any, earned but unpaid with respect to under Section 3 for the fiscal years or other periods ending before year immediately preceding such termination. The payments made during the termination date last twelve (collectively, 12) months of the “Accrued Obligations”). Such payments Severance Period shall be made to reduced by all amounts the Executive within the time period required by applicable law receives as compensation for services performed in any position with any new employer (and in all events within sixty (60) days following the date of involuntary terminationincluding a position as an officer, employee, consultant or agent, or self-employment as a partner or sole proprietor). The Executive shall also receive any nonforfeitable such non-forfeitable benefits already earned and payable to him her under the terms of any deferred compensation, incentive or other benefit plans plan maintained by the Company, payable in accordance with the terms of the applicable plan. If the termination is not (1) a termination for Cause (as defined below)Company should, as described in Section 5(c); (2) a voluntary termination by during the Executive without Good Reason (as defined below) as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”), and except as otherwise provided by Sections 12 and 18, the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to the Executive’s Base Salary as in effect at the time his employment terminates for a period equal to the greater of (a) the remainder of the then current term of this Agreement or (b) twenty-four (24) monthsAgreement, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, if the termination is not (1) a termination for Cause, as described in Section 5(c); (2) a voluntary termination by require the Executive without Good Reason as described in Section 5(d); (3) a termination as a result to relocate her business office outside of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18Baltimore metropolitan area, the Executive shall have the right, within sixty (60) days following this request, to resign from employment and have such resignation be entitled deemed to be an involuntary termination triggering the severance provisions of this Section 5 (a). If the Company defaults in its obligation to make any severance payments required to be paid under this Section 5 (a) or under Section 2: (i) the provisions of Section 10 shall be inoperable; (ii) the entire unpaid balance of the severance payments shall become immediately due and payable; and (iii) if the Executive prevails in any suit commenced by the Executive to collect such severance payments, all costs and expenses of such suit incurred by the Executive, including reasonable attorneys' fees, shall be paid by the Company to the following:Executive.

Involuntary Termination. If the Executive’s Employee's employment is involuntarily ----------------------- terminated other than by reason of Employee's death, having become Totally Disabled under subsection (d), Voluntary Termination or Termination for Cause (an "Involuntary Termination"), Employee's regular compensation shall cease to accrue under this Agreement as of the Company during date of termination. Employee shall then be entitled to payment of all regular compensation earned through the Employment Termdate of termination and a pro rata portion of any deemed target Annual Bonus for the year that includes the termination within thirty (30) days of the termination. Such deemed target Annual Bonus shall equal the full target Annual Bonus for the year multiplied by a fraction, the Executive numerator of which is the number of days in the year through the date of the Employee's termination and the denominator of which is 365. In addition, Employee shall be entitled to receive his a monthly severance benefit, payable through the Company's normal payroll, beginning on the first payroll date that follows Employee's termination date, and continuing for six (6) months. Such monthly severance benefit shall be equal to Employee's Base Salary accrued through Salary. In addition, immediately upon an Involuntary Termination, all vested options to purchase Company stock, that are either held by Employee on the date of terminationthis Agreement or are otherwise described in Section 4(b), any accrued but unpaid vacation payshall become fully exercisable through the one year anniversary of the date of the Involuntary Termination; provided, plus any bonuses earned but unpaid however, that if the Involuntarily Termination occurs prior to the one year anniversary of the Effective Date, then the Company shall accelerate the option to purchase Company stock described in Section 4(b) above so that the option shall be exercisable as if 37,500 shares became exercisable at the end of each three-month period commencing on the Effective Date and the option shall otherwise cease to vest. For avoidance of doubt, with respect to fiscal years or other periods ending before the termination date option to purchase Company stock described in Section 4(b) above, if there is an Involuntary Termination of Employee occurs three (collectively3) months after the Effective Date, 37,500 shares of the “Accrued Obligations”). Such payments shall option to purchase Company stock described in Section 4(b) above would be made accelerated so as to the Executive within the time period required by applicable law (and in all events within sixty (60) days following be exercisable on the date of involuntary termination). The Executive shall also receive any nonforfeitable benefits payable to him under the terms of any deferred compensation, incentive or other benefit plans maintained by the Company, payable in accordance with the terms Involuntary Termination and another 37,500 shares of the applicable plan. If the termination is not (1) a termination for Cause (as defined below), as option to purchase Company stock described in Section 5(c); (24(b) a voluntary termination by above would be accelerated so as to be exercisable on the Executive without Good Reason date of the Involuntary Termination. If Employee elects to continue to receive health insurance benefits following termination, the Company shall pay the full cost of such continuation of coverage during the Severance Period. A Constructive Termination (as defined below) will be treated as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”), and except as otherwise provided by Sections 12 and 18, the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to the Executive’s Base Salary as in effect at the time his employment terminates for a period equal to the greater of (a) the remainder of the then current term of this Agreement or (b) twenty-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, if the termination is not (1) a termination for Cause, as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to the following:an Involuntary Termination.

Involuntary Termination. If The Board of Directors may terminate the ExecutiveEmployee's employment at any time, but, except in the case of Termination for Cause, termination of employment shall not prejudice the Employee's right to compensation or other benefits under this Agreement. In the event of Involuntary Termination other than after a Change in Control which occurs during the term of this Agreement, the Company and First Federal jointly shall: (i) pay to the Employee over the one-year period commencing on the Employee’s employment is involuntarily terminated Date of Termination (the “One-Year Period”): (A) the Employee’s Salary at the rate in effect immediately prior to the Date of Termination, and (B) the pro rata portion of any incentive award or bonus, the amount of which, if any, shall be determined by the Company First Federal Board of Directors in its sole discretion, which amount, if any, shall be payable pro rata over the One-Year Period [include if applicable, or remove], and (ii) provide to the Employee during the Employment TermOne-Year Period 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 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 or her (i.e., the Executive Employee’s share of premiums, deductibles and co-pays, all as in effect on the Date of Termination), as if he or she had not suffered Involuntary Termination. Notwithstanding the foregoing, the amount of the Employee’s Salary taken into account under this Section 7(a), upon an Involuntary Termination other than after a Change in Control, shall be entitled pro-rated based on the Employee’s number of years of Continuous Employment, at a rate of 20% of Employee’s Salary for each completed year of Continuous Employment. To the extent payments under this Paragraph 7(a) are subject to receive his Base Salary accrued through the date of terminationSection 409A, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods ending before the termination date (collectively, the “Accrued Obligations”)Section 20 shall apply. Such payments No payment shall be made to under this Paragraph 7(a) unless the Executive within Employee executes a release substantially in the form attached as Exhibit A hereto no later than the earlier of the time period required by applicable law (and provided for in all events within sixty (60) the release or 60 days following the date of involuntary termination). The Executive shall also receive any nonforfeitable benefits payable to him under the terms of any deferred compensation, incentive or other benefit plans maintained by the Company, payable in accordance with the terms of the applicable plan. If the termination is not (1) a termination for Cause (as defined below), as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason (as defined below) as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”), and except as otherwise provided by Sections 12 and 18, the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to the Executive’s Base Salary as in effect at the time his employment terminates for a period equal to the greater of (a) the remainder of the then current term of this Agreement or (b) twenty-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, if the termination is not (1) a termination for Cause, as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to the following:Employee's Separation from Service.

Involuntary Termination. If the Executive’s employment is involuntarily terminated by the Company during the Employment Term, the Executive shall be entitled to receive his Base Salary accrued through the date of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods ending before the termination date (collectively, the “Accrued Obligations”). Such payments shall be made to the Executive within the time period required by applicable law (and in all events within sixty (60) days following the date of involuntary termination). The Executive shall also receive any nonforfeitable benefits payable to him under the terms of any deferred compensation, incentive or other benefit plans maintained by the Company, payable in accordance with the terms of the applicable plan. If the termination is not (1) a termination for Cause (as defined below), as described in Section 5(c); (2) a voluntary termination by an Involuntary Termination and the Executive without Good Reason (as defined below) as described in Section 5(d); (3) a termination as a result of signs and does not revoke the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”), and except as otherwise provided by Sections 12 and 18, the Company shall pay severance pursuant to the Executive in accordance with its normal payroll practices, equal to the Executive’s Base Salary as in effect at the time his employment terminates for a period equal to the greater of (a) the remainder of the then current term of this Agreement or (b) twenty-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, if the termination is not (1) a termination for Cause, as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 187 hereto, the Executive shall be entitled to the following:same benefits described in Section 4(a)(i) calculated as if the date of the Change of Control were immediately following the effective date of the Involuntary Termination, except that for this purpose Section 4(a)(i)(2) shall be revised to read as follows: “(2if the Executive’s termination employment occurs within one (1) year of the Executive’s commencement of employment, no Equity Acceleration Benefit shall be provided; and, subject to Section 4(d) below, if Executive’s termination employment occurs one (1) year or more after the Executive’s commencement of employment, Executive shall receive acceleration of vesting of restricted stock units, shares of restricted stock and other rights, or lapse of the Company repurchase rights for shares of restricted stock, for units, shares or rights that would have vested or with respect to which the Company’s repurchase rights would have lapsed during the Acceleration Period (as defined below) following such termination as if Executive had remained employed by the Company (or its successor) through the end of such Acceleration Period under the agreement applicable to such award; provided that, if an award has annual vesting periods and an annual vesting period under such award straddles the end of the Acceleration Period, for such vesting period the portion of the award which is eligible to vest on the next annual vesting date shall be treated as vesting in equal monthly amounts instead of annually. For purposes of this subsection, Acceleration Period shall mean six (6) months if the Executive’s date of termination of employment is at least one (1) year following his commencement of employment by the Company and twelve (12) months if his termination of employment is at least two (2) years following his commencement of employment by the Company.”

Involuntary Termination. If the Executive’s Employee's employment is involuntarily terminated by terminates due to an Involuntary Termination, then the Company during the Employment Term, the Executive Employee shall be entitled to receive his a lump-sum severance payment equal to: 200% of the Employee's then established Base Salary accrued through Compensation; 200% of the date target bonus; and if applicable, monthly reimbursements from the Corporation for the same level of terminationhealth coverage and benefits as in effect for the Employee on the day immediately preceding the day of the Employee's termination of employment; provided, any accrued but unpaid vacation payhowever, plus any bonuses earned but unpaid with respect to fiscal years or other periods ending before that: (i) the termination date Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (collectively, ii) the “Accrued Obligations”). Such payments shall be made Employee elects continuation coverage pursuant to the Executive Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), within the time period required by applicable law prescribed pursuant to COBRA. The Corporation shall continue to reimburse the Employee for premiums paid to continue such coverage until one (and in all events within sixty (601) days following year after the date of involuntary termination)the Involuntary Termination or, if earlier, until Employee is eligible for similar benefits from another employer. The Executive Employee shall also receive any nonforfeitable benefits payable to him under be responsible for the terms payment of any deferred compensationCOBRA premiums (including, incentive or other benefit plans maintained by without limitation, all administrative expenses) for the Company, payable in accordance with the terms of the applicable planremaining COBRA period. If the termination provisions of COBRA do not apply to Employee (for instance, if the Employee is not (1) a termination for Cause (as defined belowemployed outside of the United States), as described in Section 5(c); the Corporation will provide Employee with a lump sum payment equal to twelve (212) a voluntary termination multiplied by the Executive without Good Reason (as defined below) as described in Section 5(d); (3) a termination as a result portion, if any, of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of premium the then current term as described in Section 5(e), then subject to compliance with Corporation was paying for the restrictive covenants in Section 9 Employee's health coverage and Section 10 and the execution and timely return by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”), and except as otherwise provided by Sections 12 and 18, the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to the Executive’s Base Salary benefits as in effect at for the time his employment terminates for a period equal to Employee on the greater of (a) day immediately preceding the remainder day of the then current term Employee's termination of this Agreement or (b) twenty-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable yearemployment. In addition, and notwithstanding anything to the contrary in this Section 1(b)(iii), if the termination is Corporation determines in its sole discretion that it cannot provide the COBRA benefits without potentially violating applicable law (1) a termination for Causeincluding, as described in without limitation, Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result 2716 of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(ePublic Health Service Act), then, subject to compliance with the restrictive covenants Corporation will in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled lieu thereof provide to the following:Employee a taxable monthly payment in an amount equal to the monthly COBRA premium that the Employee would be required to pay to continue his group health coverage in effect on the date of his termination of employment (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether the Employee elects COBRA continuation coverage.

Involuntary Termination. If the ExecutiveEmployee’s employment is involuntarily terminated by the Company during without Cause (as defined herein), including a termination by means of a Non-Extension Notice, or if Employee resigns from Employee’s employment for Good Reason (as defined herein) (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of Employee’s death or disability), and provided that such termination constitutes a “separation from service” as defined in Treasury Regulation Section l.409A-l(h) (“Separation”) and Employee signs and does not revoke a general release of all claims in the Employment Termform prescribed by the Company (a “Release”) and such Release becomes effective within thirty (30) days of Employee’s Separation (the “Deadline”), then, in addition to the Executive Accrued Obligations, Employee shall receive: (i) a lump sum payment of two (2) years of Base Salary plus an amount equal to the average of the two (2) prior years’ bonuses, which shall be entitled to receive his Base Salary accrued through the date of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods ending before the termination date paid in one lump sum within thirty (collectively, the “Accrued Obligations”). Such payments shall be made to the Executive within the time period required by applicable law (and in all events within sixty (6030) days after the Separation; (ii) any unvested portion of any outstanding options and/or any unvested shares of Company common stock that have been issued under any stock option and stock incentive plans of the Company or otherwise will immediately vest and become exercisable and will remain exercisable for a period of seven (7) years following the date of involuntary terminationEmployee’s Separation (except with respect to any options granted pursuant to a plan intended to qualify under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”). The Executive shall also receive any nonforfeitable benefits payable ), subject to him under the terms of any deferred compensation, incentive or other benefit plans maintained by the Company, payable in accordance with the terms of the applicable plan. If plan and award agreement; (iii) the termination is not Company shall reimburse Employee for monthly premiums paid to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from the date that Employee (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee under the Company’s health plans until the earlier of: (1) a termination for Cause date two (2) years after the date health care coverage is lost as defined below), as described in Section 5(c)an employee; or (2) a voluntary termination by date on which the Executive without Good Reason (as defined below) as described in Section 5(d); (3) a termination as a result Employee is covered under the medical plan of the Executive’s death or Disability (as defined below); or (4) a termination due to nonanother employer, which does not exclude pre-renewal of the then current term as described in Section 5(e), then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”), and except as otherwise provided by Sections 12 and 18, the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to the Executive’s Base Salary as in effect at the time his employment terminates for a period equal to the greater of (a) the remainder of the then current term of this Agreement or (b) twenty-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, if the termination is not (1) a termination for Cause, as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to the following:existing conditions.

Involuntary Termination. If Involuntary termination at PGI’s option may occur for any reason whatsoever, including termination without Cause, in the Executive’s employment is involuntarily terminated by sole discretion of the Company during Board (“Involuntary Termination”). Upon an Involuntary Termination before the Employment TermTerm expires, the Executive shall be entitled to receive his from PGI, in lieu of severance payments under any other plan or program of PGI, (i) an amount equal to 1.5 times the sum of (A) Executive’s Base Salary accrued Compensation and (B) target Annual Bonus, each as in effect immediately prior to the date of Executive’s termination (the “Severance Amount”); (ii) the Annual Bonus for the fiscal year in which the termination date occurred, determined by the Committee as though Executive had continued to be employed through the end of the fiscal year in which the termination date occurred, multiplied by a fraction equal to the number of days of employment completed by Executive during the fiscal year in which the termination date occurred divided by 365 (the “Pro Rata Bonus”); (iii) any Annual Bonus for a completed fiscal year of PGI that has been earned but not yet been paid to Executive (the “Prior Year Earned Bonus”), in each case if and only if Executive has executed and delivered to PGI the General Release substantially in form and substance as set forth in Exhibit A attached hereto no later than the 45th day following the termination date and only so long as Executive has not breached the provisions of Article 3 or Section 4.1 hereof and does not apply for unemployment compensation chargeable to PGI during the period from the date of termination through the date that is 18 months following the date of termination (the “Severance Period”). The Severance Amount payable pursuant to this Section 2.1(b) and the Prior Year Earned Bonus shall be paid in eighteen equal monthly installments, beginning on the 53rd day following the termination date, and the second installment on the 60th day following the termination date and each other installment payable each month thereafter during the Severance Period. The Pro Rata Bonus shall be payable at such time any annual bonuses in respect of the fiscal year in which the termination date occurs are paid to senior executives of PGI. The amounts payable pursuant to this Section 2.1(b) shall not be reduced by the amount of any compensation Executive receives with respect to any other employment during the Severance Period. Upon Involuntary Termination and continuing through the last day of the Severance Period, PGI shall, at its expense, continue on behalf of the Executive and Executive’s dependants and beneficiaries, the medical, dental and hospitalization benefits provided to the Executive immediately prior to the date of termination. The coverage and benefits (including deductibles and costs) provided in this Section 2.1(b) shall be no less favorable to the Executive and Executive’s dependants and beneficiaries, any accrued but unpaid vacation paythan the coverage and benefits provided to other salaried employees under PGI’s benefit plans, plus any bonuses earned but unpaid as such plans may be amended from time to time. PGI’s obligation hereunder with respect to fiscal years or other periods ending before the termination date (collectively, the “Accrued Obligations”). Such payments foregoing benefits shall be made limited to the extent that the Executive obtains any such benefits pursuant to a subsequent employer’s benefit plans, in which case PGI may reduce the coverage of any benefits it is required to provide the Executive hereunder so long as the aggregate coverage and benefits of the combined benefit plans is no less favorable to the Executive within than the time period coverages and benefits required by to be provided hereunder. This Section 2.1(b) shall not be interpreted so as to limit any benefits to which the Executive, Executive’s dependants or beneficiaries may otherwise be entitled under any of PGI’s employee benefit plans, programs or practices following the termination of employment of the Executive, including without limitation, any applicable retiree life insurance benefits. Except as otherwise expressly provided herein, all of Executive’s rights to salary, bonuses, employee benefits and other compensation hereunder which would have accrued or become payable after the termination or expiration of the Term shall cease upon such termination or expiration, other than those expressly required under applicable law (and in all events within sixty (60) days following such as COBRA); provided, that for purposes of determining Executive’s rights under COBRA, the date of involuntary termination)the later to occur of (x) the date of the termination or expiration of the Term or (y) the date of the final payment of any severance payments made pursuant to Section 2.1(b) above, shall be deemed to be the qualifying event for such purpose. The PGI may offset any amounts Executive owes it or its subsidiaries against any amounts it or its subsidiaries owes Executive hereunder. Other than what is provided in this Section 2.1(b) Executive shall also receive not be entitled to any nonforfeitable other salary, compensation or benefits payable to him under the terms of any deferred compensation, incentive or other benefit plans maintained by the Company, payable in accordance with the terms of the applicable plan. If the termination is not (1) a termination for Cause (as defined below), as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason (as defined below) as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”), and except as otherwise provided by Sections 12 and 18, the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to the Executive’s Base Salary as in effect at the time his employment terminates for a period equal to the greater of (a) the remainder of the then current term of this Agreement or (b) twenty-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, if the termination is not (1) a termination for Cause, as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to the following:an Involuntary Termination.

Involuntary Termination. If the Executive’s Employee's employment is involuntarily terminated by the Company during the Employment Term, the Executive shall be entitled to receive his Base Salary accrued through the date as a result of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or an Involuntary Termination other periods ending before the termination date (collectively, the “Accrued Obligations”). Such payments shall be made to the Executive within the time period required by applicable law (and in all events within sixty (60) days following the date of involuntary termination). The Executive shall also receive any nonforfeitable benefits payable to him under the terms of any deferred compensation, incentive or other benefit plans maintained by the Company, payable in accordance with the terms of the applicable plan. If the termination is not (1) a termination than for Cause (as defined in Section 6 below) and other than by reason of Employee's Voluntary Termination, Employee will be entitled to receive a severance payment as follows: (i) in the event that such Involuntary Termination occurs on or before the first anniversary of the date of commencement of employment under this Agreement (the "First Anniversary Date"), Employee shall receive a payment equal to two times the dollar amount of the Annual Salary then in effect on the date of such termination and (ii) in the event that such Involuntary Termination occurs after the First Anniversary Date but before the conclusion of the Initial Term, then Employee shall receive a payment equal to two times the dollar amount of the Annual Salary then in effect on the date of such termination less the dollar amount of Annual Salary received by the Employee from and after the First Anniversary Date until the date of such termination; provided however, in any event, such payment shall not be less than one-half of the dollar amount of the Annual Salary. Such payment shall be reduced by applicable income and employment taxes and shall be made in two equal installments as described follows: (i) one-half within seven (7) days of the effective date of the termination, and (ii) one-half on the six-month anniversary thereof. As a condition of, and in Section 5(c); exchange for, the receipt of such severance benefits, Employee shall execute and deliver to the Company (2and remain in full compliance with): (i) a voluntary termination by the Executive without Good Reason (as defined below) as described in Section 5(d); (3) a termination as a result Settlement Agreement and Release of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of a release of claims Claims in a form and substance reasonably requested by satisfactory to the Company (such release not to cancel any of Employee's rights to indemnification under the “Release”)Standard Indemnification Agreement referred to in Section-9 hereof): and (ii) a resignation from all of Employee's positions with the Company, including from the Board of Directors and except as otherwise provided by Sections 12 and 18any committee thereof on which Employee serves, the Company shall pay severance in a form satisfactory to the Executive in accordance with its normal payroll practices, equal to the Executive’s Base Salary as in effect at the time his employment terminates for a period equal to the greater of (a) the remainder of the then current term of this Agreement or (b) twenty-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, if the termination is not (1) a termination for Cause, as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to the following:Company.

Involuntary Termination. If The Board of Directors may terminate the ExecutiveEmployee's employment at any time, but, except in the case of Termination for Cause, termination of employment shall not prejudice the Employee's right to compensation or other benefits under this Agreement. In the event of Involuntary Termination other than after a Change in Control which occurs during the term of this Agreement, the Company and First Federal jointly shall: (i) pay to the Employee over the one-year period commencing on the Employee’s employment is involuntarily terminated Date of Termination (the “One-Year Period”): (A) the Employee’s Salary at the rate in effect immediately prior to the Date of Termination, and (B) the pro rata portion of any incentive award or bonus, the amount of which, if any, shall be determined by the Company First Federal Board of Directors in its sole discretion, which amount, if any, shall be payable pro rata over the One-Year Period, and (ii) provide to the Employee during the Employment TermOne-Year Period 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 Employee had not suffered Involuntary Termination, on terms substantially as favorable to the Employee, including amounts of coverage and deductibles and other costs to the Employee (i.e., the Executive Employee’s share of premiums, deductibles and co-pays, all as in effect on the Date of Termination), as if the Employee had not suffered Involuntary Termination. To the extent payments under this Paragraph 7(a) are subject to Section 409A, Section 19 shall be entitled to receive his Base Salary accrued through the date of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods ending before the termination date (collectively, the “Accrued Obligations”)apply. Such payments No payment shall be made to under this Paragraph 7(a) unless the Executive within Employee executes a release substantially in the form attached as Exhibit A hereto no later than the earlier of the time period required by applicable law (and provided for in all events within sixty (60) the release or 60 days following the date of involuntary termination). The Executive shall also receive any nonforfeitable benefits payable to him under the terms of any deferred compensation, incentive or other benefit plans maintained by the Company, payable in accordance with the terms of the applicable plan. If the termination is not (1) a termination for Cause (as defined below), as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason (as defined below) as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”), and except as otherwise provided by Sections 12 and 18, the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to the Executive’s Base Salary as in effect at the time his employment terminates for a period equal to the greater of (a) the remainder of the then current term of this Agreement or (b) twenty-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, if the termination is not (1) a termination for Cause, as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to the following:Employee's Separation from Service.

Involuntary Termination. If In the event of a termination of the Executive’s employment is involuntarily terminated hereunder by the Company during without Cause or by the Employment TermExecutive for Good Reason and, in either case, under circumstances constituting an Involuntary Separation from Service on or within 12 months following a Change of Control, the Company will pay the Executive a separation pay benefit (the “Change of Control Severance Payments”) equal to the amount of the Severance Payments payable pursuant to paragraph (ii) of Section 7.b hereof (i.e., twelve (12) months of the Executive’s annual rate of base salary (as of the Executive’s Separation from Service date)), payable over a twelve-month period as provided in Section 7.b(ii) hereof; provided, that if Parent sells or otherwise transfers all or substantially all of the Company’s assets prior to the end of such twelve-month period, or if Parent is acquired (by merger, tender offer or otherwise) by a third-party acquirer prior to the end of such twelve-month period, then Parent (or the surviving company) shall, within five business days following such change of control event, pay to the Executive, in a lump sum, the full amount of the remaining Change of Control Severance Payments. For purposes of this Section 7.e(2), the Executive’s “annual rate of base salary” means such rate as was in effect on the Commencement Date (i.e., $400,000). In addition, if COBRA continuation coverage under any Company (or successor) healthcare plan is elected, the Company (or successor) shall provide such coverage at no cost to the Executive for the period of the COBRA coverage or twelve months, whichever is shorter. The Executive will also be entitled to receive his Base Salary accrued through the date prompt payment of termination, (A) any accrued but unpaid vacation paysalary, plus automobile allowance and vacation, (B) any bonuses earned but unpaid with respect bonus (subject, if applicable, to fiscal years or other periods ending before the termination date (collectively, the “Accrued Obligations”). Such payments shall be made to the Executive within the time period required by applicable law (and in all events within sixty (60) days following the date of involuntary termination). The Executive shall also receive any nonforfeitable benefits payable to him under the terms of any deferred compensation, incentive or other benefit plans maintained by the Company, payable in accordance with the terms of the applicable plan. If the termination is not (1) a termination for Cause (as defined below), as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason (as defined below) as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”compensation arrangements), and except as otherwise provided by Sections 12 and 18, the Company shall pay severance (C) reimbursement of business expenses incurred prior to the Executive in accordance with its normal payroll practices, equal to the Executive’s Base Salary as in effect at the time his employment terminates for a period equal to the greater date of (a) the remainder of the then current term of this Agreement or (b) twenty-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, if the termination is not (1) a termination for Cause, as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to the following:termination.”

Involuntary Termination. If at any time during the Executive’s employment is involuntarily terminated by term of this Agreement, other than following a Change in Control to which Section 6(c) applies, the Company during terminates the employment of Executive involuntarily and without Business Reasons or a Constructive Termination occurs, or if the Company elects not to renew this Agreement upon the expiration of the Employment Term, the then Executive shall be entitled to receive his Base Salary the following: (i) salary and PTO days accrued through the date of termination, any accrued but unpaid vacation payTermination Date, plus any bonuses earned but unpaid with respect to fiscal continued salary for a period of two (2) years or other periods ending before the termination date (collectively, the “Accrued Obligations”). Such payments shall be made to the Executive within the time period required by applicable law (and in all events within sixty (60) days following the date of involuntary terminationTermination Date (the "Severance Period"). The Executive shall also receive any nonforfeitable benefits payable to him under the terms of any deferred compensation, incentive or other benefit plans maintained by the Company, payable in accordance with the terms Company's regular payroll schedule as in effect from time to time, (ii) any unpaid bonus from the fiscal year prior to the fiscal year in which the Termination Date occurred, payable concurrently with the Company's payment of bonuses for that year to other Company executives, (iii) target bonus for the year in which the Termination Date occurs, target bonus for the next following fiscal year, and a pro rated portion of target bonus for the balance of the applicable plan. If Severance Period (or, if the termination is target bonus for a fiscal year within the Severance Period was not (1) a termination previously set, then such calculation shall be based on Executive's target bonus for Cause (as defined belowthe fiscal year in which the Termination Date occurred), as described payable concurrently with the Company's payment of bonuses for those years to other Company executives (iv) continued vesting during the Severance Period of all outstanding stock options, TARPs and other equity arrangements subject to vesting and held by Executive (and in Section 5(cthis regard, all such options and other exercisable rights held by Executive shall remain exercisable for one year following the Severance Period); , (v) (A) for two (2) a voluntary termination by years following the Termination Date (or until Executive without Good Reason (as defined below) as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(eobtains other employment, whichever first occurs), then subject to compliance with continuation of group health benefits at the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”), and except as otherwise provided by Sections 12 and 18, the Company shall pay severance Company's cost pursuant to the Executive Company's standard programs as in accordance with its normal payroll practices, equal effect from time to time (or at the Executive’s Base Salary Company's election substantially similar health benefits as in effect at the time his employment terminates Termination Date, through a third party carrier) for Executive, her 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 equal to of 18 months or such longer period as may be applicable under the greater of Company's policies then in effect, provided the Executive makes the appropriate election and payments, (avii) reasonable office support for one year following the remainder of the then current term of Termination Date (or until Executive obtains other employment, whichever first occurs), and (viii) no other compensation, severance or other benefits, except only that this Agreement or (b) twenty-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments provision shall not commence until the first payroll date limit any benefits otherwise available to Executive under Section 6(c) in the second taxable year. In addition, if the termination is not (1) case of a termination for Cause, as described following a Change in Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to the following:Control.

Involuntary Termination. If Upon an Involuntary Termination of the employment relationship by either the Company or the Executive prior to expiration of the Term, the Executive shall be entitled, in consideration for the Executive’s continuing obligations under this Agreement after such termination (including, without limitation, the Executive’s non-competition obligations), to receive the compensation and benefits provided for in Sections 3 and 4 as if the Executive’s employment (which shall cease on the date of such Involuntary Termination) had continued for the full Initial or Extended Term, as is involuntarily terminated by the case. As provided for in Sections 3 and 4, under all circumstances and as a minimum, the Executive is entitled to Compensation equal to 18 months of Base Salary then in effect. In addition, , the Executive will be entitled to the Company’s then current benefit plans and/or policies, which may include health, medical, dental, disability, and life insurance, comparable to those provided to the executive officers of the Company during either as a group or individually as of the Employment Termdate of termination for a period of 18 months. In the event that the Company elects to pay the Executive in a lump sum for future payments, such lump sum shall be discounted to its present value. The Executive shall not be under any duty or obligation to seek or accept other employment following Involuntary Termination and, subject to the Executive complying with the Executive’s continuing obligations (including non-competition obligations), the amounts due the Executive hereunder shall not be reduced or suspended if the Executive accepts subsequent employment. The Executive’s rights under this Section 6.5 are the Executive’s sole and exclusive rights against the Company or its Affiliates, and the Company’s sole and exclusive liability to the Executive under this Agreement, in contract, tort, or otherwise, for any Involuntary Termination of the employment relationship. The Executive covenants not to xxx or lodge any claim, demand, or cause of action against the Company based on Involuntary Termination for any compensation and benefit the Executive shall be entitled to receive his Base Salary accrued through the date of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect pursuant to fiscal years or other periods ending before the termination date (collectively, the “Accrued Obligations”). Such payments shall be made to the Executive within the time period required by applicable law (and in all events within sixty (60) days following the date of involuntary termination). The Executive shall also receive any nonforfeitable benefits payable to him under the terms of any deferred compensation, incentive or other benefit plans maintained by the Company, payable in accordance with the terms of the applicable planthis Section 6.5. If the termination is not (1) a termination for Cause (as defined below)Executive breaches this covenant, as described in Section 5(c); (2) a voluntary termination the Company shall be entitled to recover from the Executive all sums expended by the Executive without Good Reason Company (as defined belowincluding costs and attorneys fees) as described in Section 5(d); (3) a termination as a result connection with such suit, claim, demand, or cause of action. Upon Involuntary Termination of the employment relationship by either the Company or the Executive, the entirety of the Executive’s death unvested rights under any stock option agreement or Disability (as defined below); plan or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”), and except as otherwise provided by Sections 12 and 18, the Company employee benefit award agreement shall pay severance to the Executive in accordance with its normal payroll practices, equal to the Executive’s Base Salary as in effect at the time his employment terminates for a period equal to the greater of (a) the remainder of the then current term of this Agreement or (b) twenty-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, if the termination is not (1) a termination for Cause, as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to the following:vest immediately upon such termination.

Involuntary Termination. If the Executive’s Employee's employment is involuntarily terminated by the Company during the Employment Termas a result of an Involuntary Termination other than for Cause, the Executive Employee shall be entitled to receive his Base Salary accrued through the following benefits: (i) severance payments during the period from the date of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods ending before the Employee's termination until the date 6 months after the effective date of the termination date (collectivelythe "Severance Period") equal to the base salary which the Employee was receiving at the time of such termination ("Base Salary"), the “Accrued Obligations”). Such which payments shall be made to paid during the Executive within the time period required by applicable law (and in all events within sixty (60) days following the date of involuntary termination). The Executive shall also receive any nonforfeitable benefits payable to him under the terms of any deferred compensation, incentive or other benefit plans maintained by the Company, payable Severance Period in accordance with the terms Company's standard payroll practices; (ii) monthly severance payments during the Severance Period equal to 1/12th of the applicable plan. If Employee's "target bonus," which bonus, for purposes of this Agreement, shall equal twenty (20%) of the Base Salary and, which payments shall be paid during the Severance Period in accordance with the Company's standard payroll practices; (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 executive 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 held by the Employee and termination of each Repurchase Right held by the Company on the date of termination so that each such Option shall be exercisable in full and each Repurchase Right shall terminate in full on the termination is date; and (v) outplacement services with a total value not to exceed $15,000. The Severance Period shall be extended for up to an additional six (16) a termination for Cause months if the Employee has not, during such 6 month period, obtained Comparable Employment (as defined below), as described in Section 5(c); (2) a voluntary termination by . The extended Severance Period shall thereafter terminate on the Executive without Good Reason (as defined below) as described in Section 5(d); (3) a termination as a result date of commencement of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”), and except as otherwise provided by Sections 12 and 18, the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to the Executive’s Base Salary as in effect at the time his employment terminates for a period equal to the greater of (a) the remainder of the then current term of this Agreement or (b) twenty-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, if the termination is not (1) a termination for Cause, as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to the following:Comparable Employment.

Involuntary Termination. If the Executive’s employment is involuntarily terminated by the Company Corporation during the Employment Termterm of this Agreement, the Executive shall be entitled to receive his Base Salary base salary accrued through the date of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods ending before preceding the termination date (collectively, the “Accrued Obligations”)date. Such payments shall be made to the Executive within the time period required by applicable law (and in all events within sixty (60) days following the date of involuntary termination). The Executive shall also receive any nonforfeitable benefits payable to him under the terms of any deferred compensation, incentive or other benefit plans maintained by the CompanyCorporation, payable in accordance with the terms of the applicable plan. If the termination is not (1) a termination for Cause (as defined below)Cause, as described in Section 5(cparagraph (c); (2) , a voluntary termination by the Executive without Good Reason (as defined below) as described in Section 5(dparagraph (d); (3) a termination as , or a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e)disability, then subject the Corporation shall also be obligated to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by make a lump sum severance payment to the Executive equal to the present value of a release series of claims in a form and substance reasonably requested by monthly severance payments for each month during the Company remaining term of this Agreement, but not less than twelve (12) months (the “ReleaseSeverance Period”), and except as otherwise provided by Sections 12 and 18, the Company shall pay severance to the Executive each in accordance with its normal payroll practices, an amount equal to one-twelfth (1/12th) of the sum of (i) the Executive’s Base Salary annual base salary, as in effect at on the time his employment terminates for a period equal to date of termination, and (ii) the greater of (aA) the remainder of annual bonus paid to the then current term of this Agreement Executive for the last fiscal year preceding the termination date or (bB) twentya minimum bonus equal to thirty-four five percent (2435%) monthsof his annual base salary. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, with as reported in the first payment Wall Street Journal (or similar publication) on the first payroll date after of involuntary termination. Such lump sum payment shall be made to the revocation period for Executive within sixty (60) days following the Release has expired; provided, that if the time period for returning date of such involuntary termination and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date be in the second taxable yearform of a bank cashier’s check. In addition, if the termination is not (1) a termination for Cause, as described in Section 5(c); (2) a voluntary termination by If the Executive without Good Reason obtains a replacement position with any new employer (including a position as described in Section 5(d); (3) a termination an officer, employee, consultant, or agent, or self-employment as a result of the Executive’s death partner or Disability (as defined belowsole proprietor); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled obligated to repay to the following:Corporation an amount equal to all amounts the Executive receives as compensation for services performed during the Severance Period; provided however, that the aggregate repayment obligation shall not exceed the amount of the lump sum payment under this

Involuntary Termination. If the Executive’s Employee's employment is involuntarily terminated by terminates due to an Involuntary Termination, then the Company during the Employment Term, the Executive Employee shall be entitled to receive his a lump-sum severance payment equal to: the amount of Employee's Base Salary accrued Compensation that would be payable if Employee remained employed through August 15, 2012; if applicable, monthly reimbursements from the date Corporation for the same level of terminationhealth coverage and benefits as in effect for the Employee on the day immediately preceding the day of the Employee's termination of employment; provided, any accrued but unpaid vacation payhowever, plus any bonuses earned but unpaid with respect to fiscal years or other periods ending before that: (i) the termination date Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (collectively, ii) the “Accrued Obligations”). Such payments shall be made Employee elects continuation coverage pursuant to the Executive Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), within the time period required by applicable law prescribed pursuant to COBRA. The Corporation shall continue to reimburse the Employee for premiums paid to continue such coverage until one (and in all events within sixty (601) days following year after the date of involuntary termination)the Involuntary Termination or, if earlier, until Employee is eligible for similar benefits from another employer. The Executive Employee shall also receive any nonforfeitable benefits payable to him under be responsible for the terms payment of any deferred compensationCOBRA premiums (including, incentive or other benefit plans maintained by without limitation, all administrative expenses) for the Company, payable in accordance with the terms of the applicable planremaining COBRA period. If the termination provisions of COBRA do not apply to Employee (for instance, if the Employee is not (1) a termination for Cause (as defined belowemployed outside of the United States), as described in Section 5(c); the Corporation will provide Employee with a lump sum payment equal to twelve (212) a voluntary termination multiplied by the Executive without Good Reason (as defined below) as described in Section 5(d); (3) a termination as a result portion, if any, of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of premium the then current term as described in Section 5(e), then subject to compliance with Corporation was paying for the restrictive covenants in Section 9 Employee's health coverage and Section 10 and the execution and timely return by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”), and except as otherwise provided by Sections 12 and 18, the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to the Executive’s Base Salary benefits as in effect at for the time his employment terminates for a period equal to Employee on the greater of (a) day immediately preceding the remainder day of the then current term Employee's termination of this Agreement or (b) twenty-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable yearemployment. In addition, and notwithstanding anything to the contrary in this Section 1(b)(iii), if the termination is Corporation determines in its sole discretion that it cannot provide the COBRA benefits without potentially violating applicable law (1) a termination for Causeincluding, as described in without limitation, Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result 2716 of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(ePublic Health Service Act), then, subject to compliance with the restrictive covenants Corporation will in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled lieu thereof provide to the following:Employee a taxable monthly payment in an amount equal to the monthly COBRA premium that the Employee would be required to pay to continue his group health coverage in effect on the date of his termination of employment (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether the Employee elects COBRA continuation coverage.

Involuntary Termination. If In the Executive’s employment is involuntarily terminated by the Company during the Employment Termevent a termination constitutes an Involuntary Termination as defined herein, the Executive shall be entitled to, in lieu of any severance benefits to receive his Base Salary accrued through which the Executive may otherwise be entitled under any Company severance plan or program, (i) payment of the unpaid amount of the then applicable annual base salary up to the effective date of terminationsuch Involuntary Termination, (ii) payment of Executive's pro rata share of any accrued but unpaid vacation pay, plus any bonuses incentive bonus program earned but unpaid with respect to fiscal years or other periods ending before the termination date (collectively, the “Accrued Obligations”). Such payments shall be made up to the Executive within the time period required by applicable law (and in all events within sixty (60) days following the effective date of involuntary termination). The Executive shall also receive such Involuntary Termination based on the number of full calendar months worked in any nonforfeitable benefits calendar year for which a bonus is to be paid; and (iii) payment of Executive's then current base salary, payable to him under on the terms of any deferred compensation, incentive or other benefit plans maintained by Company's regular payroll dates (provided the Company, payable at its option, may elect to pay such amounts earlier in the form of one or more lump sum payments), for a period of time equal to the Severance Period (such payment under this clause (iii) to be referred to herein as the "Severance Amount"). In addition, in the event of an Involuntary Termination, immediately prior thereto, 50% of the shares of unvested restricted stock, shares subject to all then unvested stock options, stock appreciation rights and other similar awards that have previously been granted to Executive will vest and remain exercisable after such termination in accordance with the terms of the applicable planstock plan under which such options were granted. If Subject to the termination is not (1) a termination for Cause (as defined below)Company's obligations under paragraph H of this Section X, as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason (as defined below) as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal 's rights under the benefit plans of the then current term as described in Section 5(e), then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”), and except as otherwise provided by Sections 12 and 18, the Company shall pay severance to be determined under the Executive provisions of those plans. In addition, in accordance with its normal payroll practices, equal to the Executive’s Base Salary as in effect at the time his employment terminates for a period equal to the greater of (a) the remainder of the then current term of this Agreement or (b) event that any Involuntary Termination occurs within twenty-four (24) monthsmonths of Executive's move to the Denver, Colorado area in connection with his employment hereunder, the first payment on the first payroll date after the revocation period Company shall pay to Executive, within thirty (30) days of such termination, an amount equal to $8,150 as a non-accountable reimbursement for the Release has expired; provided, that if the time period for returning movement of Executive's household goods and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, if the termination is not (1) a termination for Cause, as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due family back to non-renewal of the then current term as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to the following:California.

Involuntary Termination. If the Executive’s your employment is involuntarily terminated by the Company during the Employment Termterminates as a result of an Involuntary Termination (as defined in Section 9(d) below), the Executive you shall be entitled to receive his Base Salary accrued through the date of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods ending before the termination date (collectively, the “Accrued Obligations”). Such payments shall be made to the Executive within the time period required by applicable law (and in all events within sixty (60) days following the date of involuntary termination). The Executive shall also receive any nonforfeitable benefits payable to him under the terms of any deferred compensation, incentive or other benefit plans maintained by the Company, payable in accordance with the terms of the applicable plan. If the termination is not (1) a termination for Cause (as defined below), as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason (as defined below) as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”), and except as otherwise provided by Sections 12 and 18, the Company shall pay severance to the Executive in accordance with its normal payroll practices, payment equal to the Executive’s Base Salary as in effect at the time his employment terminates for a period equal to the greater sum of (ai) two times your Base Salary, plus (ii) two times the remainder of the then current term of this Agreement or (b) twenty-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expiredTarget Bonus; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable event of an Involuntary Termination upon or following a Change of Control (as defined in Section 9(b), below), you shall be entitled to receive a severance payment equal to the sum of (x) three times your Base Salary, plus (y) three times the Target Bonus. You shall also be entitled to the following payments: (i) Base Salary through the Termination Date; (ii) a pro rata Target Bonus for the year of termination (to the extent such a bonus is payable to other participants in the MBO Program); (iii) the balance of any incentive awards due for performance periods which have been completed, but which have not yet been paid; (iv) to the extent your Termination Date is after year end, but before the determination of a LEAP (or replacement plan) payout, you shall at the same time as previously scheduled, receive your full LEAP (or replacement plan) award based upon the prior year’s results. In addition, you shall receive a prorated LEAP award for the year of termination (if the termination LEAP program is not in place) or prorated portion of any similar replacement plan equal to the product of (1x) the LEAP or other plan award at target and (y) a termination for Causefraction, as described the numerator of which is the number of days in the fiscal year in which the Termination Date occurs through the Termination Date and the denominator of which is 365; (v) stock options or restricted stock pursuant to Section 5(c8(a); (2vi) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result of the Executive’s death any expense reimbursements or Disability (as defined below)other unpaid amounts earned, accrued or owing to you; or (4vii) a termination due to non-renewal other benefits, if any, in accordance with applicable plans and programs of the then current term as described Company. Any severance payments to which you become entitled pursuant to this Section 7(a) shall be paid to you in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 a lump sum within thirty calendar days of your Termination Date and Section 10, the shall be paid contingent upon your execution and timely return delivery to the Company of a Settlement and Release Agreement in the form attached hereto as Exhibit A (provided such release is not revoked by you during the Executive applicable revocation period thereunder). The Company will execute and deliver to you simultaneously therewith a Settlement and Release Agreement in the form attached hereto as Exhibit B. In case of the ReleaseDisability, and except as otherwise provided by Sections 12 and 18you shall, the Executive shall in addition, be entitled to any benefits available under the following:Company’s employee or executive disability policies. For purposes of this Section 7(a), any reference to your Base Salary or Target Bonus shall be understood to refer to the amount thereof disregarding any reduction that constitutes grounds for Involuntary Termination as contemplated by Section 9(d). In addition for purposes of this Section 7(a) any reference to Base Salary and Target Bonus shall be deemed to be the highest Base Salary in effect or approved at the time of termination with the Target Bonus calculated from such highest Base Salary.

Involuntary Termination. (i) If the Company terminates Executive’s employment is involuntarily terminated by for any reason other than death, Disability (as defined in Section 4(d) hereof) or Cause, or Executive resigns from his employment hereunder for Good Reason (such termination or resignation or being hereinafter referred to as an “Involuntary Termination”), (1) Executive shall receive payment of the Accrued Obligations; (2) the Company during will pay to Executive as severance (the Employment Term“Severance Payments”) a cash lump-sum equal to twenty-four (24) months of Executive’s then-current Salary, the Executive shall be entitled to receive his Base Salary accrued through payable six months after the date of terminationtermination of employment provided Executive has continued to comply with his obligations under Section 5; and (3) any Annual Performance Bonus and/ additional bonus payment earned in the prior year but not yet paid, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods ending before the termination date (collectively, the “Accrued Obligations”). if applicable.. Such payments Severance Payments shall be made subject to Executive’s execution of a customary release of all claims against the Executive within the time period required by applicable law (Company and in all events its affiliates within sixty (60) days following the date of involuntary termination). The Executive shall also receive any nonforfeitable benefits payable , promptly provided to him under the terms of any deferred compensationExecutive, incentive or other benefit plans maintained in a form prescribed by the CompanyCompany and accepted by Executive and which does not release any payments (including the Annual Performance Bonus and additional bonus payments, payable to the extent earned) due Executive for his performance under this Agreement, or interests of Executive in accordance with the terms of the applicable plan. If the termination is Assignment Agreement, does not (1) a termination for Cause (as defined below), release indemnification rights or D&O insurance as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason (as defined below) as described 6, and does not contain any post-employment restrictions or conditions that are in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due addition to non-renewal of the then current term as described those contained in Section 5(e), then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of a release of claims in a form and substance reasonably requested by the Company this Agreement (the “Release”). For the sake of clarity, in the event that as of the date of a termination pursuant to this paragraph Executive has achieved the performance goals or milestones specified for all or part of the current year’s Annual Performance Bonus and/or additional bonus payments, he shall remain eligible to, and except provided he has continued to comply with his obligations under Section 5, receive as of the date he would have otherwise provided by Sections 12 and 18received such bonus had he remained employed, the Company shall pay severance to the Executive in accordance portion of such bonus commensurate with its normal payroll practicessuch acheivements of goals and/or milestones, equal to the Executive’s Base Salary as in effect at the time his employment terminates for a period equal to the greater of (a) the remainder of the then current term of this Agreement or (b) twenty-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, if the termination is not (1) a termination for Cause, as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to the following:respectively.

Involuntary Termination. If at any time during the Executive’s employment is involuntarily terminated by term of this Agreement, other than following a Change in Control to which Section 6(c) applies, the Company during terminates the Employment Termemployment of Executive without Business Reasons or a Constructive Termination occurs, the then Executive shall be entitled to receive his Base Salary the following: (i) salary and the cash value of any accrued vacation (consistent with the Company’s vacation policies then in effect) through the date Termination Date plus continued salary for a period of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods ending before the termination date twenty-four (collectively, the “Accrued Obligations”). Such payments shall be made to the Executive within the time period required by applicable law (and in all events within sixty (6024) days months following the date of involuntary termination). The Executive shall also receive any nonforfeitable benefits payable to him under the terms of any deferred compensation, incentive or other benefit plans maintained by the CompanyTermination Date, payable in accordance with the terms Company’s regular payroll schedule as in effect from time to time, (ii) an amount equal to the average of the applicable plan. If bonuses paid to Executive during the termination is two preceding fiscal years or, if no bonuses were paid during such period, an amount equal to Executive’s then current annual target bonus, (iii) acceleration of vesting of all outstanding stock options, and other equity arrangements subject to vesting and held by Executive subject to the provision, however, that the acceleration shall not (1) a termination for Cause (as defined below), as described in Section 5(c); cover more than two (2) a voluntary termination years from the Termination Date (and in this regard, all such options and other exercisable rights held by Executive shall remain exercisable for one year following the Executive without Good Reason Termination Date), (as defined belowiv) as described in Section 5(d); (3) a termination as a result to the extent COBRA shall be applicable to the Company, continuation of the health benefits for Executive, Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e)spouse and any dependent children, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”), and except as otherwise provided by Sections 12 and 18, the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to the at Executive’s Base Salary as in effect at the time his employment terminates cost, for a period equal to the greater of (a) the remainder of the then current term of this Agreement or (b) twenty-four (24) months, with the first payment on the first payroll date 18 months after the revocation Termination Date or such longer period for as may be applicable under the Release has expired; providedCompany’s policies then in effect, provided the Executive makes the appropriate election and payments, and (v) no other compensation, severance or other benefits, except only that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments this provision shall not commence until the first payroll date limit any benefits otherwise available to Executive under Section 6(c) in the second taxable year. In addition, if the termination is not (1) case of a termination for Cause, as described following a Change in Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to the following:Control.

Involuntary Termination. If In the Executive’s employment is involuntarily terminated by the Company during the Employment Termevent a termination constitutes an Involuntary Termination as defined herein, the Executive shall be entitled to, in lieu of any severance benefits to receive his Base Salary accrued through which the Executive may otherwise be entitled under any Company severance plan or program, (i) payment of the unpaid amount of the then applicable annual base salary up to the effective date of terminationsuch Involuntary Termination, (ii) payment of Executive’s pro rata share of any accrued but unpaid vacation payincentive bonus program earned up to the effective date of such Involuntary Termination based on the number of full calendar months worked in any calendar year for which a bonus is to be paid; and (iii) payment of Executive’s then current base salary, plus any bonuses earned but unpaid with respect payable on the Company’s regular payroll dates (provided the Company, at its option, may elect to fiscal years pay such amounts earlier in the form of one or other periods ending before more lump sum payments), for a period of time equal to the termination date Severance Period (collectively, such payment under this clause (iii) to be referred to herein as the “Accrued ObligationsSeverance Amount”). Such payments shall be made In addition, in the event of an Involuntary Termination, 50% of the shares subject to the all then unvested stock options and stock appreciation rights that have previously been granted to Executive within the time period required by applicable law (will vest and in all events within sixty (60) days following the date of involuntary termination). The Executive shall also receive any nonforfeitable benefits payable to him under the terms of any deferred compensation, incentive or other benefit plans maintained by the Company, payable remain exercisable after such termination in accordance with the terms of the applicable planstock plan under which such options were granted. If Subject to the termination is not (1) a termination for Cause (as defined below)Company’s obligations under paragraph H of this Section X, as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason (as defined below) as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal rights under the benefit plans of the then current term as described in Section 5(e), then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”), and except as otherwise provided by Sections 12 and 18, the Company shall pay severance to be determined under the Executive provisions of those plans. In addition, in accordance with its normal payroll practices, equal to the Executive’s Base Salary as in effect at the time his employment terminates for a period equal to the greater of (a) the remainder of the then current term of this Agreement or (b) event that any Involuntary Termination occurs within twenty-four (24) monthsmonths of Executive’s move to the Denver, Colorado area in connection with her employment hereunder, the first payment on the first payroll date after the revocation period Company shall pay to Executive, within thirty (30) days of such termination, an amount equal to $8,150 as a non-accountable reimbursement for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, if the termination is not (1) a termination for Cause, as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result movement of the Executive’s death or Disability (as defined below); or (4) a termination due household goods and family back to non-renewal of the then current term as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to the following:California.

Involuntary Termination. If the Executive’s Employee's employment is involuntarily terminated by the Company during the Employment Termas a result of Involuntary Termination other than for Cause, the Executive shall Employee will be entitled to receive his Base Salary accrued through severance payments equal to the date greater of Employee's regular monthly salary for six (6) months (the "Severance Period") or the benefit set forth in the Company's severance policy in effect at the time of Employee's termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods ending before the termination date (collectively, the “Accrued Obligations”). Such payments shall be made ratably over the Severance Period according to the Executive within Company's standard payroll schedule. Health insurance benefits including the time period required by applicable law same coverages provided to Employee prior to the termination (e.g. medical, dental, optical, mental health) and in all events within sixty (60) days following other respects significantly comparable to those in place immediately prior to the termination will be provided at the Company's cost until six months after the date of involuntary termination). The Executive shall also receive any nonforfeitable benefits payable Life insurance providing the same dollar amount of coverage and in all other respects significantly comparable to him under that in place immediately prior to the terms of any deferred compensation, incentive or other benefit plans maintained by termination will be provided at the Company's cost until six months after the date of termination, payable in accordance with or as otherwise agreed to by Employee and the terms Company. Notwithstanding any other plan or agreement to the contrary, vesting of all outstanding stock options, restricted stock and other long-term incentive compensation awards held by Employee shall be accelerated such that all options, restricted stock and other long-term incentive compensation awards shall be fully exercisable or otherwise vested effective as of the applicable plandate of termination and any such options shall remain exercisable until the earlier to occur of (A) six months after the date of termination or (B) the original expiration date of such option. If the termination Employee is not (1) a termination working for Cause (as defined below), as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason (as defined below) as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of a release of claims in a form and substance reasonably requested by the Company (outside the “Release”), and except as otherwise provided by Sections 12 and 18United States at the time of Employee's termination, the Company shall pay severance to the Executive normal and reasonable costs incurred by Employee in accordance with its normal payroll practices, equal to re-entering the Executive’s Base Salary as in effect at the time his employment terminates for a period equal to the greater of (a) the remainder of the then current term of this Agreement or (b) twenty-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable yearUnited States. In addition, if the termination is not (1) a termination for Cause, as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall Employee will be entitled to receive reimbursement for all necessary and reasonable expenses, which must be documented, incurred in connection with moving himself and his personal possessions back to his home in the following:United States from his then-current foreign assignment.

Involuntary Termination. If the Executive’s employment is involuntarily terminated by the Company during the Employment Term, the Executive shall be entitled prior to receive his Base Salary accrued through the date a Change of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods ending before the termination date (collectively, the “Accrued Obligations”). Such payments shall be made to the Executive within the time period required by applicable law (and in all events within sixty (60) days following the date of involuntary termination). The Executive shall also receive any nonforfeitable benefits payable to him under the terms of any deferred compensation, incentive or other benefit plans maintained by the Company, payable in accordance with the terms of the applicable plan. If the termination is not (1) a termination for Cause Control (as defined below), as described in Section 5(c); Executive’s employment with the Company terminates (2) a voluntary termination by the Executive without Good Reason (as defined below) as described in Section 5(d); (3) excluding a termination as a result of the based on Executive’s death or Disability (as defined belowherein); ) other than voluntarily or for Cause (4) a termination due to non-renewal of the then current term as described in Section 5(edefined herein), then subject to compliance with the restrictive covenants in Section 9 and Section 10 Executive signs and the execution and timely return by the Executive of does not revoke a release of claims in a form and substance reasonably requested by the Company (the “Release”), and except as otherwise provided by Sections 12 and 18, the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to the Executive’s Base Salary as in effect at the time his employment terminates for a period equal to the greater of (a) the remainder of the then current term of this Agreement or (b) twenty-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, if the termination is not (1) a termination for Cause, as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e)Company, then, subject to compliance with the restrictive covenants in Section 9 and Section 1011, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to receive: (i) continuing payments of severance pay (less applicable withholding taxes) at a rate equal to his Base Salary rate, as then in effect, for a period of six (6) months from the following:date of such termination of employment, to be paid periodically in accordance with the Company’s normal payroll policies; (ii) all shares of common stock subject to the Option which have vested as of the date of Executive’s termination of employment shall be exercisable for a period of six (6) months following the date of such termination, provided, however, that in no event shall this provision operate to extend the Option beyond the term/expiration date of such Option (and in no event will extend the term of the Option beyond ten (10) years from the date of grant), nor shall the unvested portion of the Option continue to vest during the six (6) month severance period; (iii) reimbursement for the cost of continued health plan coverage for the Executive and his dependents for a period of six (6) months from the date of such termination of employment; provided, however, that (A) the Executive constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended (the “Code”) and (B) Executive timely elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA; and (iv) the portion of the projected Bonus for the fiscal year in which such termination of employment occurs accrued up to the date of termination as determined by the Compensation Committee in its sole discretion.

Involuntary Termination. If Involuntary termination at PGI’s option may occur for any reason whatsoever, including termination without Cause, in the Executive’s employment is involuntarily terminated by sole discretion of the Company during Board (“Involuntary Termination”). Upon an Involuntary Termination before the Employment TermTerm expires, the Executive shall be entitled to receive his from PGI, in lieu of severance payments under any other plan or program of PGI, (i) an amount equal to 1.5 times the sum of (A) Executive’s Base Salary accrued Compensation and (B) target Annual Bonus, each as in effect immediately prior to the date of her termination (the “Severance Amount”); (ii) the Annual Bonus for the fiscal year in which the termination date occurred, determined by the Committee as though Executive had continued to be employed through the end of the fiscal year in which the termination date occurred, multiplied by a fraction equal to the number of days of employment completed by Executive during the fiscal year in which the termination date occurred divided by 365 (the “Pro Rata Bonus”); (iii) any Annual Bonus for a completed fiscal year of PGI that has been earned but not yet been paid to Executive (the “Prior Year Earned Bonus”), in each case if and only if Executive has executed and delivered to PGI the General Release substantially in form and substance as set forth in Exhibit A attached hereto no later than the 45th day following the termination date and only so long as Executive has not breached the provisions of Article 3 or Section 4.1 hereof and does not apply for unemployment compensation chargeable to PGI during the period from the date of termination through the date of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods ending before the termination date (collectively, the “Accrued Obligations”). Such payments shall be made to the Executive within the time period required by applicable law (and in all events within sixty (60) days following that is 18 months after the date of involuntary termination). The Executive shall also receive any nonforfeitable benefits payable to him under the terms of any deferred compensation, incentive or other benefit plans maintained by the Company, payable in accordance with the terms of the applicable plan. If the termination is not (1) a termination for Cause (as defined below), as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason (as defined below) as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “ReleaseSeverance Period”), and except as otherwise provided by Sections 12 and 18, the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to the Executive’s Base Salary as in effect at the time his employment terminates for a period equal to the greater of (a) the remainder of the then current term of this Agreement or (b) twenty-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, if the upon an involuntary termination is not (1) a termination for Causeprior to April 23, as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e)2013, then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to the following:Equity Award. The Severance Amount payable pursuant to this Section 2.1(b) and the Prior Year Earned Bonus shall be paid in twelve equal monthly installments beginning on the 53rd day following the termination date, and the second installment on the 60th day following the termination date, and each other installment payable each month thereafter during the Severance Period. The Equity Award shall be paid in a single lump sum on the earlier of the 53rd day following the termination date or April 23, 2013. The Pro Rata Bonus shall be payable at such time any annual bonuses in respect of the fiscal year in which the termination date occurs are paid to senior executives of PGI. The amounts payable pursuant to this Section 2.1(b) shall not be reduced by the amount of any compensation Executive receives with respect to any other employment during the Severance Period. Upon Involuntary Termination and continuing through the last day of the Severance Period, PGI shall, at its expense, continue on behalf of the Executive and her dependants and beneficiaries, the medical, dental and hospitalization benefits provided to the Executive immediately prior to the date of termination. The coverage and benefits (including deductibles and costs) provided in this Section 2.1(b) shall be no less favorable to the Executive and her dependants and beneficiaries, than the coverage and benefits provided to other salaried employees under PGI’s benefit plans, as such plans may be amended from time to time. PGI’s obligation hereunder with respect to the foregoing benefits shall be limited to the extent that the Executive obtains any such benefits pursuant to a subsequent employer’s benefit plans, in which case PGI may reduce the coverage of any benefits it is required to provide the Executive hereunder so long as the aggregate coverage and benefits of the combined benefit plans is no less favorable to the Executive than the coverages and benefits required to be provided hereunder. This Section 2.1(b) shall not be interpreted so as to limit any benefits to which the Executive, her dependants or beneficiaries may otherwise be entitled under any of PGI’s employee benefit plans, programs or practices following the termination of employment of the Executive, including without limitation, any applicable retiree life insurance benefits. Except as otherwise expressly provided herein, all of Executive’s rights to salary, bonuses, employee benefits and other compensation hereunder which would have accrued or become payable after the termination or expiration of the Term shall cease upon such termination or expiration, other than those expressly required under applicable law (such as COBRA); provided, that for purposes of determining Executive’s rights under COBRA, the date of the later to occur of (x) the date of the termination or expiration of the Term or (y) the date of the final payment of any severance payments made pursuant to Section 2.1(b) above, shall be deemed to be the qualifying event for such purpose. PGI may offset any amounts Executive owes it or its subsidiaries against any amounts it or its subsidiaries owes Executive hereunder. Other than what is provided in this Section 2.1(b) Executive shall not be entitled to any other salary, compensation or benefits as a result of an Involuntary Termination.

Involuntary Termination. If the Executive’s employment is involuntarily terminated by under Section 3.1(a)(ii) (Termination Without Cause) or 3.1(a)(iv) (Constructive Termination) above (such termination, an “Involuntary Termination”), Executive will be entitled to receive payment of severance benefits equal to Executive’s regular monthly salary (the Company during “Salary Payment Amount”) for twelve (12) months (the Employment Term“Severance Period”); provided that if such Involuntary Termination occurs immediately prior to or within twelve (12) months after a Change of Control (as defined below), such Severance Period shall be for a period of eighteen (18) months and such payment shall not be less than the amount that would result from using Executive’s regular monthly salary in effect immediately prior to the Change of Control. Executive will also be entitled to receive a payment equal to the target Annual Bonus established for Executive for the fiscal year in which the termination occurs (the “Bonus Payment Amount”); provided that if such Involuntary Termination occurs immediately prior to or within twelve (12) months after a Change of Control, then Executive shall be entitled to receive his Base Salary accrued through a payment equal to 1.5 times the date Bonus Payment Amount and such payment shall not be less than the amount that would result from using Executive’s regular monthly salary and target bonus percentage in effect immediately prior to the Change of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods ending before the termination date (collectively, the “Accrued Obligations”)Control. Such payments Salary Payment Amount and Bonus Payment Amount shall be made to paid, at the Executive within the time period required by applicable law (and Company’s option, in all events a lump sum within sixty (60) days following after the date of involuntary termination). The Executive shall also receive any nonforfeitable benefits payable Executive’s Involuntary Termination or periodically over the Severance Period according to him under the terms of any deferred compensation, incentive or other benefit plans maintained by the Company’s standard payroll schedule, payable in accordance with provided that such payments may not extend beyond two 187004382 v6 and one-half (2 ½) months following the terms end of the applicable plancalendar year in which the date of Involuntary Termination occurs. If the termination is not (1Executive will receive payment(s) a termination for Cause (all salary and unpaid vacation accrued as defined below), as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason (as defined below) as described in Section 5(d); (3) a termination as a result of the date of Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then subject to compliance with the restrictive covenants in Section 9 employment and Section 10 and the execution and timely return by the Executive health insurance benefits will be continued through payment of a release of claims in a form and substance reasonably requested Executive’s COBRA health insurance premiums by the Company (over the “Release”), and except Severance Period so long as otherwise provided by Sections 12 and 18, the Company shall pay severance Executive timely elects to the Executive in accordance with its normal payroll practices, equal to the continue Executive’s Base Salary as in effect at the time his employment terminates for a period equal to the greater of (a) the remainder of the then current term of this Agreement or (b) twenty-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning health insurance coverage under COBRA and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, if the termination is not (1) a termination for Cause, as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 COBRA’s terms, conditions and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to the following:requirements.

Involuntary Termination. If The Board of Directors may terminate the ExecutiveEmployee’s employment is involuntarily terminated by at any time, but, except in the case of Termination for Cause, termination of employment shall not prejudice the Employee’s right to compensation or other benefits under this Agreement. In the event of Involuntary Termination other than after a Change in Control which occurs during the term of this Agreement, the Company and First Federal jointly shall: (i) pay to the Employee over the one-year period commencing on the Employee’s Date of Termination (the “One-Year Period”) the Employee’s Salary at the rate in effect immediately prior to the Date of Termination, including the pro rata portion of any incentive award or bonus, payable pro rata over the One Year Period, and (ii) provide to the Employee during the Employment TermOne-Year Period substantially the same group life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for the Executive benefit of the Employee and the Employee’s 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 or her, as if he or she had not suffered Involuntary Termination. To the extent payments under this Paragraph 7(a) are subject to Section 409A, Section 20 shall be entitled to receive his Base Salary accrued through the date of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods ending before the termination date (collectively, the “Accrued Obligations”)apply. Such payments No payment shall be made to under this Paragraph 7(a) unless the Executive within the time period required by applicable law (and in all events within sixty (60) days following the date of involuntary termination). The Executive shall also receive any nonforfeitable benefits payable to him under the terms of any deferred compensation, incentive or other benefit plans maintained by the Company, payable in accordance with the terms of the applicable plan. If the termination is not (1) a termination for Cause (as defined below), as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason (as defined below) as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and Employee timely return by the Executive of executes a release of claims in a form and substance reasonably requested by the Company (the “Release”), and except as otherwise provided by Sections 12 and 18, the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to the Executive’s Base Salary as in effect at the time his employment terminates for a period equal to the greater of (a) the remainder of the then current term of this Agreement or (b) twenty-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date substantially in the second taxable year. In addition, if the termination is not (1) a termination for Cause, form attached as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to the following:Exhibit A hereto.

Involuntary Termination. If The Board of Directors may terminate the Executive’s Employee's employment is involuntarily terminated by at any time, but, except in the Company during the Employment Termcase of Termination for Cause or termination due to disability or death, the Executive shall be entitled to receive his Base Salary accrued through the date termination of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods ending before the termination date (collectively, the “Accrued Obligations”). Such payments shall be made employment prior to the Executive within expiration of the time period required by applicable law (and in all events within sixty (60) days following the date term of involuntary termination). The Executive this Agreement shall also receive any nonforfeitable benefits payable entitle Employee to him under the terms of any deferred compensation, incentive or other benefit plans maintained by the Company, payable severance compensation in accordance with the terms provisions of this Section 7(a). In the event of Involuntary Termination other than after a Change in Control which occurs during the term of this Agreement, the Company and the Bank jointly shall, in the case of an Involuntary Termination described in Section 1(g)(i) (i.e., at the direction of the applicable planCompany or the Bank) or, in the case of an Involuntary Termination described in Section 1(g)(ii) (i.e., by action of the Employee), for a twelve (12) month period commencing on the Date of Termination, (i) pay to the Employee the Salary at the rate in effect immediately prior to the Date of Termination, payable in such manner and at such times as the Salary would have been payable to the Employee under Section 4(a) if the Employee had continued to be employed by the Company and the Bank, and (ii) provide to the Employee 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. If Notwithstanding the termination foregoing, to the extent the taxable payments under this Section 7(a) would be considered deferred compensation (for purposes of Section 409A), and the Employee is not (1) considered a termination for Cause “specified employee” (as defined below), as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason (as defined below) as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e409A), then subject no deferred compensation shall be paid until the later of the 185th day following the Employee’s Separation from Service (and any deferred compensation the payment of which is delayed on account of the foregoing shall be paid on such date). The preceding sentence shall be applied by treating as much of the payment due under this Section 7(a) as “separation pay due to compliance with involuntary separation from service” (within the restrictive covenants in meaning of Treasury Regulation Section 9 and Section 10 and 1.409A-1(b)(9)) (“Separation Pay”) as is possible, so that such Separation Pay may be paid without regard to the execution and timely return by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”)preceding sentence, and except treating the Separation Pay as otherwise provided by Sections 12 and 18, the Company shall pay severance paid prior to the Executive in accordance with its normal payroll practicesdeferred compensation, equal to the Executive’s Base Salary as in effect at the time his employment terminates for a period equal to the greater of (a) the remainder of the then current term of this Agreement or (b) twenty-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. extent permitted by Section 409A. In addition, if no payment shall be made under this Section 7(a) that would cause the termination is not (1Bank to be “undercapitalized” for purposes of Section 38(b) a termination for Cause, as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result of the Executive’s death Federal Deposit Insurance Act (FDIA”) or Disability (as defined below); or (4) a termination due to non-renewal any successor provision. The failure of the then current term Board to renew this Agreement for a Successor Two-Year Term shall not be treated for purposes of this Section 7(a) as described in Section 5(e), then, subject giving rise to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to the following:an Involuntary Termination.

Involuntary Termination. If In the event the Executive’s 's active employment is involuntarily terminated by the Company during the Employment Term, the Executive shall be entitled to receive his Base Salary accrued through the date of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or (other periods ending before the termination date (collectively, the “Accrued Obligations”). Such payments shall be made to the Executive within the time period required by applicable law (and in all events within sixty (60) days following the date of involuntary termination). The Executive shall also receive any nonforfeitable benefits payable to him under the terms of any deferred compensation, incentive or other benefit plans maintained by the Company, payable in accordance with the terms of the applicable plan. If the termination is not (1) a termination than for Cause (as defined belowor within twelve months following a Change in Control), as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason (as defined below) as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”), and except as otherwise provided by Sections 12 and 18, the Company shall pay severance or provide to the Executive in accordance with its normal payroll practices, equal during the Executive's post-employment but subject to the Executive’s provisions of Section 19 hereof: Severance Pay - The Executive shall continue, during Post Employment, to receive Base Salary as in effect at the time his employment terminates for a period equal to the greater of (a) the remainder of the then current term unexpired Term or 12 months after the Date of this Agreement or (b) twenty-four (24) monthsTermination, with the first payment whichever is greater, payable in installments on the first Company's normal payroll date dates; Bonus - The Executive shall receive a prorated portion of the Executive's bonus, if any, as determined by the Board based on the Company's actual performance during the fiscal year in which the Date of Termination occurs, but such prorated portion shall be not be based on an amount less than any bonus paid to the Executive for the prior fiscal year. Such determination and payment will be made at the same time that bonus consideration and payments, if any, for other senior executives for the same performance period are made; Medical & Dental - The Executive shall continue to receive coverage at a rate equal to that charged to active employees for the longer of the remainder of the unexpired Term or 12 months after the revocation period Date of Termination, but all other welfare benefits (including Life, Disability and Workers' Compensation) shall cease as of the Date of Termination; Car Allowance - The Executive shall continue, during Post Employment, to receive a car allowance for the Release has expired; providedremainder of the unexpired Term or eighteen (12) months after the Date of Termination, that if whichever is greater. The amount of such car allowance shall equal the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In additionamount, if the termination is not (1) a termination for Causeany, as described in Section 5(c); (2) a voluntary termination being received by the Executive without Good Reason as described in Section 5(d)immediately prior to the Date of Termination; (3) a termination as a result of Long-Term Incentive - The Executive shall continue during Post Employment to vest for the 12 month period following the Executive’s death or Disability (as defined below's Date of Termination; 401(k); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to the following:

Involuntary Termination. If the Executive’s employment is involuntarily Employee may be terminated by the Company during at any time with or without cause by a majority vote of the Employment Term, the Executive Board of Directors ("Involuntary Termination"). "Cause" shall be entitled to receive his Base Salary accrued through the date of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods ending before the termination date defined as: (collectively, the “Accrued Obligations”). Such payments shall be made to the Executive within the time period required by applicable law (and in all events within sixty (60a) days following the date of involuntary termination). The Executive shall also receive any nonforfeitable benefits payable to him under the terms Employee's conviction of any deferred compensation, incentive crime (whether or other benefit plans maintained by not involving the Company) which constitutes a felony in the jurisdiction involved; (b) any intentional act of theft, payable fraud or embezzlement by Employee in accordance connection with his work with the terms of the applicable plan. If the termination is not (1) a termination for Cause (as defined below), as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason (as defined below) as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below)Company; or (4c) a termination Employee's continuing, repeated and willful failure or refusal to perform his duties and services (other than due to non-renewal his incapacity due to illness or injury). In the event of the then current term an Involuntary Termination for any reason other than Cause as described in Section 5(e), then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”), and except as otherwise provided by Sections 12 and 18defined herein or Employee's own voluntary termination, the Company shall continue to pay severance to Employee's monthly Base Salary, as then in effect, in the Executive in accordance with its Company's normal payroll practicesperiods for six (6) months, equal to and the Executive’s Base Salary as in effect at the time his employment terminates Company shall maintain health insurance and other fringe benefits, if any, for a period equal of six (6) months following such termination. If Employee shall leave employment within thirty (30) days of any material involuntary reduction in Employee's Base Salary, bonus opportunity or responsibilities, any such cessation of employment shall be deemed to the greater of (a) the remainder of the then current term of this Agreement be an Involuntary Termination for any reason other than Cause or (b) twenty-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, if the termination is not (1) a termination for Cause, as described in Section 5(c); (2) a Employee's own voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Releasetermination, and except as otherwise provided by Sections 12 and 18, the Executive Employee shall be entitled to the following:severance payment and continuation of benefits described in this Section 2(b). For the purposes of this Agreement, "Base Salary" shall mean Employee's basic compensation exclusive of bonuses, stock options and any other forms of compensation or benefits.

Involuntary Termination. If the Executive’s Employee's employment is involuntarily terminated by terminates due to an Involuntary Termination, then the Company during the Employment Term, the Executive Employee shall be entitled to receive his a lump-sum severance payment equal to: 150% of the Employee's then established Base Salary accrued through Compensation; 150% of the date target bonuses; and if applicable, monthly reimbursements from the Corporation for the same level of terminationhealth coverage and benefits as in effect for the Employee on the day immediately preceding the day of the Employee's termination of employment; provided, any accrued but unpaid vacation payhowever, plus any bonuses earned but unpaid with respect to fiscal years or other periods ending before that: (i) the termination date Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (collectively, ii) the “Accrued Obligations”). Such payments shall be made Employee elects continuation coverage pursuant to the Executive Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), within the time period required by applicable law prescribed pursuant to COBRA. The Corporation shall continue to reimburse the Employee for premiums paid to continue such coverage until one (and in all events within sixty (601) days following year after the date of involuntary termination)the Involuntary Termination or, if earlier, until Employee is eligible for similar benefits from another employer. The Executive Employee shall also receive any nonforfeitable benefits payable to him under be responsible for the terms payment of any deferred compensationCOBRA premiums (including, incentive or other benefit plans maintained by without limitation, all administrative expenses) for the Company, payable in accordance with the terms of the applicable planremaining COBRA period. If the termination provisions of COBRA do not apply to Employee (for instance, if the Employee is not (1) a termination for Cause (as defined belowemployed outside of the United States), as described in Section 5(c); the Corporation will provide Employee with a lump sum payment equal to twelve (212) a voluntary termination multiplied by the Executive without Good Reason (as defined below) as described in Section 5(d); (3) a termination as a result portion, if any, of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of premium the then current term as described in Section 5(e), then subject to compliance with Corporation was paying for the restrictive covenants in Section 9 Employee's health coverage and Section 10 and the execution and timely return by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”), and except as otherwise provided by Sections 12 and 18, the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to the Executive’s Base Salary benefits as in effect at for the time his employment terminates for a period equal to Employee on the greater of (a) day immediately preceding the remainder day of the then current term Employee's termination of this Agreement or (b) twenty-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable yearemployment. In addition, and notwithstanding anything to the contrary in this Section 1(b)(iii), if the termination is Corporation determines in its sole discretion that it cannot provide the COBRA benefits without potentially violating applicable law (1) a termination for Causeincluding, as described in without limitation, Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result 2716 of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(ePublic Health Service Act), then, subject to compliance with the restrictive covenants Corporation will in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled lieu thereof provide to the following:Employee a taxable monthly payment in an amount equal to the monthly COBRA premium that the Employee would be required to pay to continue his or her group health coverage in effect on the date of his or her termination of employment (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether the Employee elects COBRA continuation coverage.

Involuntary Termination. If In the Executive’s employment is involuntarily terminated by the Company during the Employment Termevent a termination constitutes an Involuntary Termination as defined herein, the Executive shall be entitled to, in lieu of any severance benefits to receive his Base Salary accrued through which the Executive may otherwise be entitled under any Company severance plan or program, (i) payment of the unpaid amount of the then applicable annual base salary up to the effective date of terminationsuch Involuntary Termination, (ii) payment of Executive’s pro rata share of any accrued but unpaid vacation payincentive bonus program earned up to the effective date of such Involuntary Termination based on the number of full calendar months worked in any calendar year for which a bonus is to be paid; and (iii) payment of Executive’s then current base salary, plus any bonuses earned but unpaid with respect payable on the Company’s regular payroll dates (provided the Company, at its option, may elect to fiscal years pay such amounts earlier in the form of one or other periods ending before more lump sum payments), for a period of time equal to the termination date Severance Period (collectively, such payment under this clause (iii) to be referred to herein as the “Accrued ObligationsSeverance Amount”). Such payments shall be made In addition, in the event of an Involuntary Termination, 50% of the shares subject to the all then unvested stock options and stock appreciation rights that have previously been granted to Executive within the time period required by applicable law (will vest and in all events within sixty (60) days following the date of involuntary termination). The Executive shall also receive any nonforfeitable benefits payable to him under the terms of any deferred compensation, incentive or other benefit plans maintained by the Company, payable remain exercisable after such termination in accordance with the terms of the applicable planstock plan under which such options were granted. If Subject to the termination is not (1) a termination for Cause (as defined below)Company’s obligations under paragraph H of this Section X, as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason (as defined below) as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal rights under the benefit plans of the then current term as described in Section 5(e), then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”), and except as otherwise provided by Sections 12 and 18, the Company shall pay severance to be determined under the Executive provisions of those plans. In addition, in accordance with its normal payroll practices, equal to the Executive’s Base Salary as in effect at the time his employment terminates for a period equal to the greater of (a) the remainder of the then current term of this Agreement or (b) event that any Involuntary Termination occurs within twenty-four (24) monthsmonths of Executive’s move to the Denver, Colorado area in connection with his employment hereunder, the first payment on the first payroll date after the revocation period Company shall pay to Executive, within thirty (30) days of such termination, an amount of at least $13,900 but not to exceed $22,500 as a non-accountable reimbursement for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, if the termination is not (1) a termination for Cause, as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result movement of the Executive’s death or Disability (as defined below); or (4) a termination due household goods and family back to non-renewal of the then current term as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to the following:California.

Involuntary Termination. If the Executive’s employment is involuntarily terminated by the Company during without Cause (as defined herein) or if Executive resigns from Executive’s employment for Good Reason (as defined herein)(for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of Executive’s death or disability), and provided that such termination constitutes a “separation from service” as defined in Treasury Regulation Section 1.409A-1(h) (“Separation”) and Executive signs and does not revoke a general release of all claims in the Employment Term, form prescribed by the Executive shall be entitled to receive his Base Salary accrued through the date of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods ending before the termination date Company (collectively, the a “Accrued ObligationsRelease”). Such payments shall be made to the Executive within the time period required by applicable law () and in all events such Release becomes effective within sixty (60) days following of Executive’s Separation (the date of involuntary termination“Deadline”). The , then, subject to Section 7(e) below, Executive shall also receive any nonforfeitable benefits payable to him under the terms of any deferred compensation, incentive or other benefit plans maintained by the Company, payable in accordance with the terms of the applicable plan. If the termination is not receive: (1i) a termination for Cause (as defined below), as described in Section 5(c); two (2) a voluntary termination by the Executive without Good Reason (as defined below) as described years of Base Salary, which shall be paid in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”), and except as otherwise provided by Sections 12 and 18, the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to the Executive’s Base Salary as in effect at the time his employment terminates for a period equal to the greater of (a) the remainder of the then current term of this Agreement or (b) twenty-four (24) monthsequal installments pursuant to the Company’s regular payroll procedures, with the first payment commencing on the Company’s first normal payroll date that occurs on or after the revocation Deadline; (ii) any unvested portion of any outstanding options and/or any unvested shares of Company common stock that have been issued under any stock option and stock incentive plans of the Company or otherwise will immediately vest and become exercisable and will remain exercisable for a period of two (2) years following the date of Executive’s Separation (except with respect to any options granted pursuant to a plan intended to qualify under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”)), subject to the terms of the applicable plan and award agreement; (iii) the Company shall reimburse Executive for monthly premiums paid to continue Executive’s (and, if applicable, Executive’s eligible spouse and dependents) Company health insurance under the Release has expired; providedConsolidated Omnibus Budget Reconciliation Act (“COBRA”) for two (2) years from the date that Executive (and, that if applicable, Executive’s eligible spouse and dependents) lose health care coverage as an employee under the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence Company’s health plans until the first payroll date in the second taxable year. In addition, if the termination is not earlier of: (1) a termination for Cause, date two (2) years after the date health care coverage is lost as described in Section 5(c)an employee; or (2) a voluntary termination date on which the Executive is covered under the medical plan of another employer, which does not exclude pre-existing conditions; (iv) the Company shall continue to pay premiums to maintain any life insurance for Executive, existing and paid for by the Executive without Good Reason Company as described in Section 5(dof the date of Executive’s Separation, for two (2) years following Executive’s Separation, which payments shall be made on each regularly scheduled due date for such payments beginning with the first regularly scheduled due date that occurs on or after the Deadline (with any payments due prior to such time being made on such date); and (3v) a termination as a result of the all accrued but unused vacation and sick leave will be paid upon Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to the following:employment.

Involuntary Termination. If the ExecutiveEmployee experiences an Involuntary Termination prior to the Separation Date, such termination of employment shall be subject to the Company’s employment is involuntarily terminated by obligations under this Section 7. In the event of an Involuntary Termination of the Employee prior to the Separation Date (other than an Involuntary Termination at the time of or within 12 months following a Change in Control), the Company during or the Employment TermBank shall, the Executive shall be entitled to receive his Base Salary accrued through the date of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods ending before the termination date (collectively, the “Accrued Obligations”). Such payments shall be made subject to the Executive within the time period required by applicable law (Employee executing and in all events within sixty (60) days following the date of involuntary termination). The Executive shall also receive any nonforfeitable benefits payable to him under the terms of any deferred compensation, incentive or other benefit plans maintained by the Company, payable in accordance with the terms of the applicable plan. If the termination is not (1) revoking a termination for Cause (as defined below), as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason (as defined below) as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of a general release of claims in a form and substance reasonably requested by the Company pursuant to Section 7(d) below, (the “Release”), and except as otherwise provided by Sections 12 and 18, the Company shall i) pay severance to the Executive in accordance with its normal payroll practices, equal to the Executive’s Base Salary as in effect at the time his employment terminates for a period equal to Employee monthly one-twelfth of the greater of (aA) his Cash Compensation until the remainder expiration of the then current remaining term of this Agreement or (bB) twenty-four the Separation Payment until the expiration of the remaining term of this Agreement, with such payments to commence effective as of the first business day of the month following the Involuntary Termination, provided that the initial installment(s) shall be delayed and paid on the first business day of the month following the date the general release of claims is executed and the revocation period expires without the release being revoked, except as otherwise set forth below or in Section 7(d) below, (24ii) monthsprovide Health Insurance Benefits to each Covered Person until the expiration of the remaining term of this Agreement or such Covered Person’s death, whichever first occurs, and (iii) provide Other Insurance Benefits until the expiration of the remaining term of this Agreement or the Employee’s death, whichever first occurs. If the Employee is a “Specified Employee” (as defined in Section 409A) at the time of his Separation from Service, then payments under this Section 7(a) which are not covered by the separation pay plan exemption from Section 409A set forth in Treasury Regulation §1.409A-1(b)(9)(iii) and which would otherwise be paid within the first six months following the Separation from Service, 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. Any payments deferred on account of the preceding sentence shall be accumulated without interest and paid with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release begins is payable in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, if the termination is not (1) a termination for Cause, as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then, subject to compliance accordance with the restrictive covenants in Section 9 preceding sentence and Section 10409A. To the extent permitted by Section 409A, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive amounts payable under this Section 7(a) which are considered deferred compensation shall be entitled treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of an involuntary Separation from Service as herein defined pursuant to the following:a separation pay plan). (b)

Involuntary Termination. If at any time during the Executive’s employment is involuntarily terminated by term of this Agreement (other than following a Change in Control to which Section 7(c) applies) the Company during terminates the employment of Executive involuntarily and without Business Reasons or a Constructive Termination occurs, or if the Company elects not to renew this Agreement upon the expiration of the Employment TermTerm and Executive within ninety (90) days following the expiration of the Employment Term terminates his employment, then, subject to Executive signing and not revoking a general release of claims against the Company and its successors, Executive shall be entitled to receive his the following: (i) Base Salary and PTO accrued through the date Termination Date plus continued Base Salary for a period of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods ending before the termination date (collectively, the “Accrued Obligations”). Such payments shall be made to the Executive within the time period required by applicable law (and in all events within sixty (60) days twenty-four months following the date of involuntary termination). The Executive shall also receive any nonforfeitable benefits payable to him under the terms of any deferred compensation, incentive or other benefit plans maintained by the CompanyTermination Date, payable in accordance with the terms of the applicable plan. If the termination is not (1) a termination for Cause (as defined below), as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason (as defined below) as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”), and except as otherwise provided by Sections 12 and 18, the Company shall pay severance to the Executive in accordance with its normal Company's regular payroll practices, equal to the Executive’s Base Salary schedule as in effect from time to time, (ii) at the time his employment terminates Termination Date, 200% of Executive's Target Bonus for a period equal the fiscal year in which the Termination Date occurs, and any earned but unpaid bonus from the prior fiscal year, (iii) 24 months' continued vesting under all outstanding stock options and other equity arrangements subject to vesting and held by Executive other than any award that vests pursuant to performance-based criteria (such other awards to include the Stock Grant) (and in this regard, all such options and other exercisable rights held by Executive shall remain exercisable for 30 days following the last day of the 24 month continued vesting period, subject to the greater of (a) the remainder maximum term of the then current term of this Agreement or award), (biv) reimbursement for premiums incurred to continue group health benefits (or, at the Company's election, to obtain substantially similar health benefits through a third party carrier) for twenty-four (24) monthsmonths for Executive, with his spouse and any children, provided the first payment on Executive makes the first payroll date after the revocation period for the Release has expired; providedappropriate election, and (v) no other compensation, severance or other benefits, except only that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments this provision shall not commence until the first payroll date limit any benefits otherwise available to Executive under Section 7(c)(ii) in the second taxable yearcase of a Change in Control. In additionNotwithstanding the foregoing, if Executive violates the termination is not (1) a termination for Cause, as described provisions set forth in Section 5(c); (2) a voluntary termination by the 12, Executive without Good Reason as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive no longer shall be entitled to the following:receive any severance payments and benefits and Executive's outstanding stock options and other equity arrangements shall expire immediately.

Involuntary Termination. If the Executive’s Employee experiences an Involuntary Termination, such termination of employment is involuntarily terminated shall be subject to the Company's obligations under this Section 7. In the event of the Involuntary Termination of the Employee, if the Employee has offered to continue to provide the services contemplated by and on the terms provided in this Agreement and such offer has been declined, then the Company shall, during the portion of the term of this Agreement remaining following the Date of Termination (the "Liquidated Damage Period"), as damages for breach of contract, pay to the Employee monthly one-twelfth of the Company Salary at the annual rate in effect immediately prior to the Date of Termination and one-twelfth of the average annual amount of cash bonus and cash incentive compensation of the Employee, based on the average amounts of such compensation earned by the Employee from the Company during and the Employment Term, Bank for the Executive shall be entitled to receive his Base Salary accrued through the date of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to two full fiscal years or other periods ending before preceding the termination date (collectivelyDate of Termination, with such payments to commence as of the “Accrued Obligations”). Such payments shall be made to first business day of the Executive within the time period required by applicable law (and in all events within sixty (60) days month following the date of involuntary terminationthe Involuntary Termination, except as otherwise set forth below or in Section 7(c) below. If the Employee is a "Specified Employee" (as defined in Section 409A) at the time of his Separation from Service, then any payments under this Section 7(a) which are not covered by the separation pay plan exemption from Section 409A set forth in Treasury Regulation §1.409A-1(b)(9)(iii), and as such constitute deferred compensation under Section 409A, shall not be paid until the first business day of the later of (A) the seventh month following the Employee's Separation from Service, or (B) the nineteenth month following the Effective Date, except that if the Employee dies beforehand, the payments made be made on the first business day following the date of his death (the "Delayed Distribution Date"). The Executive Any payments deferred on account of the preceding sentence shall also receive any nonforfeitable benefits payable to him under be accumulated without interest and paid with the terms of any deferred compensation, incentive or other benefit plans maintained by the Company, first payment that is payable in accordance with the terms of the applicable plan. If the termination is not (1) a termination for Cause (as defined below), as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason (as defined below) as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then subject to compliance with the restrictive covenants in Section 9 preceding sentence and Section 10 and 409A. To the execution and timely return extent permitted by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”)Section 409A, and except as otherwise provided by Sections 12 and 18, the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to the Executive’s Base Salary as in effect at the time his employment terminates for a period equal to the greater of (aamounts payable under this Section 7(a) the remainder of the then current term of this Agreement or (b) twenty-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, if the termination is not (1) a termination for Cause, as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive which are considered deferred compensation shall be entitled treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of an involuntary Separation from Service as herein defined pursuant to the following:a separation pay plan).

Involuntary Termination. If the Executive’s employment is involuntarily terminated by the Company Corporation during the Employment Termterm of this Agreement, the Executive shall be entitled to receive his Base Salary base salary accrued through the date of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods ending before preceding the termination date (collectively, the “Accrued Obligations”)date. Such payments shall be made to the Executive within the time period required by applicable law (and in all events within sixty (60) days following the date of involuntary termination). The Executive shall also receive any nonforfeitable benefits payable to him under the terms of any deferred compensation, incentive or other benefit plans maintained by the CompanyCorporation, payable in accordance with the terms of the applicable plan. If the termination is not (1) a termination for Cause (as defined below)Cause, as described in Section 5(cparagraph (c); (2) , a voluntary termination by the Executive without Good Reason (as defined below) as described in Section 5(dparagraph (d); (3) a termination as , or a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e)disability, then subject the Corporation shall also be obligated to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by make a lump sum severance payment to the Executive equal to the present value of a release series of claims in a form and substance reasonably requested by monthly severance payments for each month during the Company remaining term of this Agreement, but not less than twelve (12) months (the “ReleaseSeverance Period”), and except as otherwise provided by Sections 12 and 18, the Company shall pay severance to the Executive each in accordance with its normal payroll practices, an amount equal to one-twelfth (1/12th) of the sum of (i) the Executive’s Base Salary annual base salary, as in effect at on the time his employment terminates for a period equal to date of termination, and (ii) the greater of (A) the annual bonus paid to the Executive for the last fiscal year preceding the termination date or (B) a minimum bonus equal to fifty-five percent (55%) of his annual base salary. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date of involuntary termination. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of such involuntary termination and shall be in the form of a bank cashier’s check. If the Executive obtains a replacement position with any new employer (including a position as an officer, employee, consultant, or agent, or self-employment as a partner or sole proprietor), the Executive shall be obligated to repay to the Corporation an amount equal to all amounts the Executive receives as compensation for services performed during the Severance Period; provided however, that the aggregate repayment obligation shall not exceed the amount of the lump sum payment under this paragraph (a). The Executive shall be under no duty to mitigate the amounts owed to him under this paragraph (a) the remainder of the then current term of this Agreement or (b) twenty-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in by seeking such a second taxable year, the payments shall not commence until the first payroll date in the second taxable yearreplacement position. In addition, if the termination is not (1) a termination for Cause, Cause as described in Section 5(cparagraph (c); (2) , a voluntary termination by the Executive without Good Reason as described in Section 5(dparagraph (d); (3) a termination as , or a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e)disability, then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to the following:

Involuntary Termination. If the Executive’s employment is involuntarily terminated by the Company during the Employment Term, the Executive shall be entitled to receive his Base Salary or Consulting Fee, as applicable, accrued through the date of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods ending before the termination date (collectively, the “Accrued Obligations”). Such payments shall be made to the Executive within the time period required by applicable law (and in all events within sixty (60) days following the date of involuntary termination). The Executive shall also receive any nonforfeitable benefits payable to him under the terms of any deferred compensation, incentive or other benefit plans maintained by the Company, payable in accordance with the terms of the applicable plan. If the termination is not (1) a termination for Cause (as defined below), as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason (as defined below) as described in Section 5(d); or (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”), and except as otherwise provided by Sections 12 and 18, the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to the Executive’s Base Salary or Consulting Fee, whichever is applicable, as in effect at the time his employment terminates for a period equal to the greater of (a) the remainder of the then current term of this Agreement or (b) twenty-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, if the termination is not (1) a termination for Cause, as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); or (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to the following:

Involuntary Termination. If the ExecutiveUpon termination of Employee’s employment is involuntarily terminated by the Company during the Employment Termreason of Involuntary Termination (other than a Termination for Cause), the Executive shall employment relationship created pursuant to this Agreement will terminate on the date six months after notice of such Involuntary Termination has been delivered to Employee, and no further compensation will become payable to Employee pursuant to Section 6 or Section 7 upon the effectiveness of such Involuntary Termination. Upon Employee’s Involuntary Termination (other than a Termination for Cause), Employee will be entitled to receive his Base Salary accrued only the amounts provided in this Section 9.B: (i) the 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) the accrued but unpaid vacation payPTO earned under Section 7.C, plus (iv) unreimbursed amounts under Section 7.A, and (v) a severance payment, in an aggregate amount equal to six months of the Employee’s then current base salary. The payment of any bonuses earned but unpaid amounts in respect of this Section 9.B shall be contingent upon Employee’s execution and delivery to the Company an unconditional general release, in form satisfactory to the Company, of all claims against the Company and its Affiliates and their respective directors, officers, employees and representatives, arising from or in connection with this Agreement or Employee’s employment with the Company. Further, payment of the amounts set forth in clause (v) 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 to fiscal years of clauses (i), (iii), or other periods ending before the termination date (collectively, the “Accrued Obligations”). Such payments iv) shall be made to the Executive within the time period required by applicable law thirty (and in all events within sixty (6030) days following the date of involuntary termination). The Executive such Involuntary Termination; any Bonus Amount shall also receive be paid in accordance with Section 6.C; and any nonforfeitable benefits payable to him under the terms severance amount in respect of any deferred compensation, incentive or other benefit plans maintained by the Company, payable clause (v) shall be paid in accordance with the terms of the applicable plan. If the termination is not (1) a termination for Cause (as defined below), as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason (as defined below) as described in Section 5(d); (3) a termination as a result of the ExecutiveCompany’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”), and except as otherwise provided by Sections 12 and 18, the Company shall pay severance to the Executive in accordance with its normal regular payroll practices, equal to the Executive’s Base Salary as in effect at the time his employment terminates for a period equal to the greater of (a) the remainder of the then current term of this Agreement or (b) twenty-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, if the termination is not (1) a termination for Cause, as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to the following:policies.

Involuntary Termination. If (i) If, prior to the expiration of the Term, the Company terminates the Executive’s employment is involuntarily terminated by the Company during the Employment Term, the for any reason other than Disability or Cause or Executive shall be entitled to receive resigns from his Base Salary accrued through the date of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods ending before the termination date (collectively, the “Accrued Obligations”). Such payments shall be made to the Executive within the time period required by applicable law (and in all events within sixty (60) days following the date of involuntary termination). The Executive shall also receive any nonforfeitable benefits payable to him under the terms of any deferred compensation, incentive or other benefit plans maintained by the Company, payable in accordance with the terms of the applicable plan. If the termination is not (1) a termination employment hereunder for Cause (as defined below), as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason (collectively hereinafter referred to as defined below) as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of a release of claims in a form and substance reasonably requested by the Company (the an “ReleaseInvoluntary Termination”), and except as otherwise provided by Sections 12 and 18, the Company shall pay severance to the Executive his Salary and accrued Bonus (for purposes of this Agreement, “accrued Bonus” shall be determined based on the maximum amount for which the Executive is eligible under this Agreement prorated using the number of days in accordance with its normal payroll practicesthe applicable calendar year that the Executive was employed by the Company and the applicable performance criteria under the bonus plan, in each case through the date of termination or resignation), as well as any unreimbursed expenses, including any benefits hereunder. In addition, the Company shall pay to the Executive as severance (the “Severance Payments”) (i) within thirty (30) days after the date of termination a lump sum payment in an amount equal to the Executive’s Base sum of his Salary as at the rate in effect at the time immediately prior to such Involuntary Termination, plus his employment terminates maximum Bonus as described in Section 3(b), in each case as would otherwise have been paid for a period equal to the greater of (a) the remainder of the then current term of this Agreement or Term, and (bii) twenty-four (24benefits as described in Sections 3(d), 3(f), 3(g),3(h), 3(i) months, with the first payment on the first payroll date after the revocation period and 3(j) for the Release has expiredremainder of the Term; provided, however, that if for purposes of Sections 3(h) and 3(i) such benefits shall be paid within thirty (30) days after the time period for returning and revoking the release begins in one taxable year and ends date of termination in a second taxable year, lump sum amount equal to the payments shall not commence until costs incurred by the first payroll date Company for such benefits in the second taxable yearcalendar year immediately prior to the date of termination. In addition, if the termination is not (1) a termination for Cause, as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result The treatment of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive stock options shall be entitled to the following:governed by Section 3(c) of this Agreement.

Involuntary Termination. If at any time during the Executive’s employment is involuntarily terminated by term of this Agreement, other than following a Change in Control to which Section 6(c) applies, the Company during terminates the Employment Termemployment of Executive involuntarily and without Business Reasons or a Constructive Termination occurs, the then Executive shall be entitled to receive his Base Salary the following: (i) salary and vacation accrued through the date Termination Date plus continued salary for a period of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal three years or other periods ending before the termination date (collectively, the “Accrued Obligations”). Such payments shall be made to the Executive within the time period required by applicable law (and in all events within sixty (60) days following the date of involuntary termination). The Executive shall also receive any nonforfeitable benefits payable to him under the terms of any deferred compensation, incentive or other benefit plans maintained by the CompanyTermination Date, payable in accordance with the terms Company's regular payroll schedule as in effect from time to time, (ii) at the Termination Date 100% of Executive's target bonus for the fiscal year in which the Termination Date occurs plus any unpaid bonus from the prior fiscal year, (iii) following the end of the applicable plan. If fiscal year in which the termination is Termination Date occurs and management bonuses have been determined, a pro rata share (based on the proportion of the fiscal year during which Executive remained an employee of the Company) of the bonus that would have been payable to Executive under the bonus plan in excess of 100% of Executive's target bonus for the fiscal year, (iv) following the end of the first fiscal year following the fiscal year in which the Termination Date occurs, 100% of Executive's target bonus for such following fiscal year (or, if the target bonus for such year was not (1) a termination previously set, then 100% of Executive's target bonus for Cause (as defined belowthe fiscal year in which the Termination Date occurred), as described (v) acceleration in Section 5(c); (2) a voluntary termination by the Executive without Good Reason (as defined below) as described in Section 5(d); (3) a termination as a result full of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal vesting of the then current term as described in Section 5(e)all outstanding stock options, then TARPs and other equity arrangements subject to compliance with 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 restrictive covenants in Section 9 and Section 10 and Termination Date, (vi) (A) for three years following the execution and timely return by Termination Date, continuation of group health benefits at the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”), and except as otherwise provided by Sections 12 and 18, the Company shall pay severance Company's cost pursuant to the Executive Company's standard programs as in accordance with its normal payroll practices, equal effect from time to time (or at the Executive’s Base Salary Company's election substantially similar health benefits as in effect at the time Termination Date, through a third party carrier) for Executive, his employment terminates 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 equal of 18 months or such longer period as may be applicable under the Company's policies then in effect, provided the Executive makes the appropriate election and payments, (vii) continuation of Executive's auto benefits for one year following the Termination Date, and (viii) no other compensation, severance or other benefits, except only that this provision shall not limit any benefits otherwise available to Executive under Section 6(c) in the greater case of a termination following a Change in Control. Notwithstanding the foregoing, however, the Company shall not be required to continue to pay the bonus specified in clauses (aiii) the remainder of the then current term of this Agreement or (biv) twenty-four (24) months, with hereof for any period following the first payment on Termination Date if Executive violates the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, if the termination is not (1) a termination for Cause, as described noncompetition agreement set forth in Section 5(c); (2) a voluntary termination by 11 during the Executive without Good Reason as described in Section 5(d); three (3) a termination as a result of year period following the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to the following:Termination Date.

Involuntary Termination. If the ExecutiveUpon termination of Employee’s employment is involuntarily terminated by the Company during the Employment Termreason of Involuntary Termination or Good Reason Termination (other than a Termination for Cause or Change of Control Termination), the Executive shall employment relationship created pursuant to this Agreement will terminate on the date three (3) months after notice of such Involuntary Termination or Good Reason Termination has been delivered to Employee or Company, and no further compensation will become payable to Employee pursuant to Section 6 or Section 7 upon the effectiveness of such Involuntary Termination or Good Reason Termination. Upon Employee’s Involuntary Termination or Good Reason Termination (other than a Termination for Cause or Change of Control Termination), Employee will be entitled to receive his Base Salary accrued only the amounts provided in this Section 9.B.: (i) the unpaid base salary earned by Employee pursuant to Section 6.A. for services rendered through the effective date of such termination, (ii) any accrued but unpaid vacation payBonus Amount, plus any bonuses earned (iii) the accrued but unpaid with respect PTO earned under Section 7.C., (iv) unreimbursed amounts under Section 7.A., (v) a severance payment, in an aggregate amount equal to fiscal years or other periods ending before the termination date twelve (collectively, 12) months (the “Accrued ObligationsSeverance Period”) of the Employee’s then current base salary, (vi) any target Bonus Amount to which Employee would otherwise be entitled if employed during the Severance Period; and (vii) continuation of all COBRA health benefits. The payment of any amounts in respect of this Section 9.B. shall be contingent upon Employee’s execution and delivery to the Company of an unconditional general release, in form satisfactory to the Company, of all claims against the Company and its Affiliates and their respective directors, officers, employees and representatives, arising from or in connection with this Agreement or Employee’s employment with the Company. Further, payment of the amounts set forth in clauses (v). Such , (vi) and (vii) shall be contingent upon Employee’s continued performance of his obligations under Sections 8.A., 8.B., 8.D., 8.E., 8.G. and 8.J. Any payments in respect of clauses (i), (iii), or (iv) shall be made to the Executive within the time period required by applicable law thirty (and in all events within sixty (6030) days following of the effective date of involuntary termination). The Executive such Involuntary Termination or Good Reason Termination; any Bonus Amount shall also receive be paid in accordance with Section 6.C.; and any nonforfeitable benefits payable to him under the terms severance amount in respect of any deferred compensation, incentive or other benefit plans maintained by the Company, payable clause (v) shall be paid in accordance with the terms of the applicable plan. If the termination is not (1) a termination for Cause (as defined below), as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason (as defined below) as described in Section 5(d); (3) a termination as a result of the ExecutiveCompany’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”), and except as otherwise provided by Sections 12 and 18, the Company shall pay severance to the Executive in accordance with its normal regular payroll practices, equal to the Executive’s Base Salary as in effect at the time his employment terminates for a period equal to the greater of (a) the remainder of the then current term of this Agreement or (b) twenty-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, if the termination is not (1) a termination for Cause, as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to the following:policies.

Involuntary Termination. If the Executive’s Employee experiences an Involuntary Termination, such termination of employment is involuntarily terminated shall be subject to the Company's obligations under this Section 7. In the event of the Involuntary Termination of the Employee, if the Employee has offered to continue to provide the services contemplated by and on the terms provided in this Agreement and such offer has been declined, then the Company shall, during the portion of the term of this Agreement remaining following the Date of Termination (the "Liquidated Damage Period"), as damages for breach of contract: (i) pay to the Employee monthly one-twelfth of the Company Salary at the annual rate in effect immediately prior to the Date of Termination and one-twelfth of the average annual amount of cash bonus and cash incentive compensation of the Employee, based on the average amounts of such compensation earned by the Employee from the Company during and the Employment Term, Bank for the Executive shall be entitled to receive his Base Salary accrued through the date of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to two full fiscal years or other periods ending before preceding the termination date (collectivelyDate of Termination, with such payments to commence as of the “Accrued Obligations”). Such payments shall be made to first business day of the Executive within the time period required by applicable law (and in all events within sixty (60) days month following the date of involuntary terminationthe Involuntary Termination, except as otherwise set forth below or in Section 7(c) below, (ii) provide Health Insurance Benefits to each Covered Person until the expiration of the remaining term of this Agreement or such Covered Person's death, whichever first occurs, and (iii) provide Other Insurance Benefits until the expiration of the remaining term of this Agreement or the Employee's death, whichever first occurs. If the Employee is a "Specified Employee" (as defined in Section 409A) at the time of his Separation from Service, then any payments under this Section 7(a) which are not covered by the separation pay plan exemption from Section 409A set forth in Treasury Regulation §1.409A-1(b)(9)(iii), and as such constitute deferred compensation under Section 409A, shall not be paid until the first business day of the later of (A) the seventh month following the Employee's Separation from Service, or (B) the nineteenth month following the Effective Date, except that if the Employee dies beforehand, the payments made be made on the first business day following the date of his death (the "Delayed Distribution Date"). The Executive Any payments deferred on account of the preceding sentence shall also receive any nonforfeitable benefits payable to him under be accumulated without interest and paid with the terms of any deferred compensation, incentive or other benefit plans maintained by the Company, first payment that is payable in accordance with the terms of the applicable plan. If the termination is not (1) a termination for Cause (as defined below), as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason (as defined below) as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then subject to compliance with the restrictive covenants in Section 9 preceding sentence and Section 10 and 409A. To the execution and timely return extent permitted by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”)Section 409A, and except as otherwise provided by Sections 12 and 18, the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to the Executive’s Base Salary as in effect at the time his employment terminates for a period equal to the greater of (aamounts payable under this Section 7(a) the remainder of the then current term of this Agreement or (b) twenty-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, if the termination is not (1) a termination for Cause, as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive which are considered deferred compensation shall be entitled treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of an involuntary Separation from Service as herein defined pursuant to the following:a separation pay plan).

Involuntary Termination. If the Executive’s Employee experiences an Involuntary Termination, such termination of employment is involuntarily terminated by the Company during the Employment Term, the Executive shall be entitled to receive his Base Salary accrued through the date of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods ending before the termination date (collectively, the “Accrued Obligations”). Such payments shall be made subject to the Executive within the time period required by applicable law (and in all events within sixty (60) days following the date of involuntary termination). The Executive shall also receive any nonforfeitable benefits payable to him Bank's obligations under the terms of any deferred compensation, incentive or other benefit plans maintained by the Company, payable in accordance with the terms of the applicable plan. If the termination is not (1) a termination for Cause (as defined below), as described in this Section 5(c); (2) a voluntary termination by the Executive without Good Reason (as defined below) as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”), and except as otherwise provided by Sections 12 and 18, the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to the Executive’s Base Salary as in effect at the time his employment terminates for a period equal to the greater of (a) the remainder of the then current term of this Agreement or (b) twenty-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year6. In addition, if the termination is not (1) a termination for Cause, as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result event of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e)Involuntary Termination, then, subject to compliance with Section 6(b) of this Agreement, the restrictive covenants Bank shall, as liquidated damages (i) during the remaining Term of this Agreement, pay to the Employee monthly one-twelfth of the Base Salary at the annual rate in effect immediately prior to the Date of Termination and one-twelfth of the average annual amount of cash bonus of the Employee, based on the average amounts of cash bonus earned by the Employee for the two full fiscal years preceding the Date of Termination (provided that the actual cash bonus earned in each of the calendar years 2002, 2003 and 2004 shall be increased by $100,000); (ii) provide the benefits set forth in Section 9 and Section 106(f) of this Agreement on the terms set forth therein provided that during the remaining Term of this Agreement, the execution 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) provide that, notwithstanding the provisions of any other agreements or documents, stock options granted to the Employee as described in Section 4(c) shall be deemed to be fully vested and timely return exercisable at the date of such Involuntary Termination and shall remain exercisable for not less than one year after the date of such Involuntary Termination (or until the expiration of the stock options, if earlier); (iv) 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 Act but excluding any supplemental executive retirement plan), deem the Employee to be fully vested therein and the Bank shall guarantee that he shall receive benefits thereunder accordingly; (v) provide the Employee the opportunity to purchase the Key Man Policy for its then cash surrender value and transfer ownership of the Principal Policy to the Employee at no cost to him (i.e., with no obligation to pay the cash surrender value); and (vi) during the remaining Term of this Agreement, continue the group term life insurance (or, if the 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 Executive of Bank at the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled same premium cost to the following:Employee and at the same coverage level as in effect immediately prior to the Involuntary Termination.

Involuntary Termination. If at any time during the Executive’s employment is involuntarily terminated by term of this Agreement, other than following a Change in Control to which Section 6(c) applies, the Company during terminates the Employment Termemployment 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 his Base Salary accrued through the date following: (i) continued salary for a period of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal one and one-half years or other periods ending before the termination date (collectively, the “Accrued Obligations”). Such payments shall be made to the Executive within the time period required by applicable law (and in all events within sixty (60) days following the date of involuntary termination). The Executive shall also receive any nonforfeitable benefits payable to him under Termination Date at the terms of any deferred compensation, incentive or other benefit plans maintained by the Companyrate then in effect, payable in accordance with the terms Company's regular payroll schedule as in effect from time to time, (ii) at the Termination Date Executive's minimum target bonus for the fiscal year in which the Termination Date occurs plus any unpaid bonus from the prior fiscal year, (iii) following the end of the applicable plan. If fiscal year in which the termination is Termination Date occurs and management bonuses have been determined, a pro rata share (based on the proportion of the fiscal year during which Executive remained an employee of the Company) of the bonus that would have been payable to Executive under the bonus plan in excess of Executive's minimum target bonus for the fiscal year, (iv) following the end of the first fiscal year following the fiscal year in which the Termination Date occurs, Executive's minimum target bonus for such following fiscal year (or, if the target bonus for such year was not (1) a termination previously set, then Executive's minimum target bonus for Cause (as defined belowthe fiscal year in which the Termination Date occurred), as described (v) acceleration in Section 5(c); (2) a voluntary termination by the Executive without Good Reason (as defined below) as described in Section 5(d); (3) a termination as a result full of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal vesting of the then current term as described in Section 5(e)all outstanding stock options, then TARPs and other equity arrangements subject to compliance with 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 restrictive covenants in Section 9 Termination Date, (vi) (A) for one and Section 10 and one-half years following the execution and timely return by Termination Date, continuation of group health benefits at the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”), and except as otherwise provided by Sections 12 and 18, the Company shall pay severance Company's cost pursuant to the Executive Company's standard programs as in accordance with its normal payroll practices, equal effect from time to time (or at the Executive’s Base Salary Company's election substantially similar health benefits as in effect at the time Termination Date, through a third party carrier) for Executive, his employment terminates 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 equal of 18 months or such longer period as may be applicable under the Company's policies then in effect, provided the Executive makes the appropriate election and payments, (vii) continuation of Executive's auto benefits for one year following the Termination Date, and (viii) no other compensation, severance or other benefits, except only that this provision shall not limit any benefits otherwise available to Executive under Section 6(c) in the greater case of a termination following a Change in Control. Notwithstanding the foregoing, however, the Company shall not be required to continue to pay the salary or bonus specified in clauses (ai)(iii) the remainder of the then current term of this Agreement or (biv) twenty-four (24) months, with hereof for any period following the first payment on Termination Date if Executive violates the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, if the termination is not (1) a termination for Cause, as described noncompetition agreement set forth in Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to the following:11.

Involuntary Termination. If In the Executive’s employment is involuntarily terminated by the Company during the Employment Termevent a termination constitutes an Involuntary Termination as defined herein, the Executive shall be entitled to, in lieu of any severance benefits to receive his Base Salary accrued through which the Executive may otherwise be entitled under any Company severance plan or program, (i) payment of the unpaid amount of the then applicable annual base salary up to the effective date of terminationsuch Involuntary Termination, (ii) payment of Executive’s pro rata share of any accrued but unpaid vacation payincentive bonus program earned up to the effective date of such Involuntary Termination based on the number of full calendar months worked in any calendar year for which a bonus is to be paid; and (iii) payment of Executive’s then current base salary, plus any bonuses earned but unpaid with respect payable on the Company’s regular payroll dates (provided the Company, at its option, may elect to fiscal years pay such amounts earlier in the form of one or other periods ending before more lump sum payments), for a period of time equal to the termination date Severance Period (collectively, such payment under this clause (iii) to be referred to herein as the “Accrued ObligationsSeverance Amount”). Such payments shall be made In addition, in the event of an Involuntary Termination, 50% of the shares subject to the all then unvested stock options and stock appreciation rights that have previously been granted to Executive within the time period required by applicable law (will vest and in all events within sixty (60) days following the date of involuntary termination). The Executive shall also receive any nonforfeitable benefits payable to him under the terms of any deferred compensation, incentive or other benefit plans maintained by the Company, payable remain exercisable after such termination in accordance with the terms of the applicable planstock plan under which such options were granted. If Subject to the termination is not (1) a termination for Cause (as defined below)Company’s obligations under paragraph H of this Section X, as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason (as defined below) as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal rights under the benefit plans of the then current term as described in Section 5(e), then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”), and except as otherwise provided by Sections 12 and 18, the Company shall pay severance to be determined under the Executive provisions of those plans. In addition, in accordance with its normal payroll practices, equal to the Executive’s Base Salary as in effect at the time his employment terminates for a period equal to the greater of (a) the remainder of the then current term of this Agreement or (b) event that any Involuntary Termination occurs within twenty-four (24) monthsmonths of Executive’s move to the Denver, Colorado area in connection with his employment hereunder, the first payment on the first payroll date after the revocation period Company shall pay to Executive, within thirty (30) days of such termination, an amount equal to $22,500 as a non-accountable reimbursement for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, if the termination is not (1) a termination for Cause, as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result movement of the Executive’s death or Disability (as defined below); or (4) a termination due household goods and family back to non-renewal of the then current term as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to the following:California.

Involuntary Termination. If the Executive’s employment is involuntarily terminated by with the Company during terminates as a result of “Constructive Termination” (as defined herein) or other than voluntarily or for “Cause” (as defined herein), and Executive signs and does not revoke a standard release of claims with the Employment TermCompany, then, subject to the following sentence and Section 10, Executive shall be entitled to receive his (i) continuing payments of severance pay (less applicable withholding taxes) at a rate equal to Executive’s Base Salary accrued through rate, as then in effect, for a period of twelve (12) months from the date of such termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods ending before the termination date (collectively, the “Accrued Obligations”). Such payments shall be made to the Executive within the time period required by applicable law (and in all events within sixty (60) days following the date of involuntary termination). The Executive shall also receive any nonforfeitable benefits payable to him under the terms of any deferred compensation, incentive or other benefit plans maintained by the Company, payable paid periodically in accordance with the terms Company’s normal payroll policies; (ii) an amount equal to the aggregate of the bonus amounts earned by and paid to Executive for the four (4) fiscal quarters prior to the date upon which Executive’s employment with the Company terminates (less applicable planwithholding taxes) and (iii) 25% of the shares subject to the Initial Option shall vest and become exercisable at such time (thereafter, the Initial Option will continue to be subject to the terms, definitions and provisions of the Option Plan and the appropriate Option Agreement). If (a) Executive’s employment with the termination is not (1) a termination for Cause (as defined below), as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason (as defined below) as described in Section 5(d); (3) a termination Company terminates as a result of the Executive’s death or Disability “Constructive Termination” (as defined below); herein) or other than voluntarily or for “Cause” (4) a termination due to non-renewal of the then current term as described in Section 5(edefined herein), then subject to compliance with the restrictive covenants in Section 9 (b) Executive signs and Section 10 and the execution and timely return by the Executive of does not revoke a standard release of claims in a form and substance reasonably requested by with the Company, (c) the Company materially changes the nature of its business such that the primary focus of the Company is no longer the buying and selling of telecommunications equipment (the “Release”other than material changes approved by Executive), and except as otherwise provided by Sections 12 and 18, (d) Executive shall have been employed at the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to the Executive’s Base Salary as in effect at the time his employment terminates for a period equal to the greater minimum of (a) the remainder of the then current term of this Agreement or (b) twenty-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, if the termination is not (1) a termination for Cause, as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to receive, in lieu of the following:severance amounts and accelerated vesting described in the preceding sentence, (i) continuing payments of severance pay (less applicable withholding taxes) at a rate equal to Executive’s Base Salary rate, as then in effect, for a period of eighteen (18) months from the date of such termination, to be paid periodically in accordance with the Company’s normal payroll policies; (ii) an amount equal to the aggregate of the bonus amounts earned by and paid to Executive for the six (6) fiscal quarters prior to the date upon which Executive’s employment with the Company terminates (less applicable withholding taxes) and (iii) 37.5% of the shares subject to the Initial Option shall vest and become exercisable at such time (thereafter, the Initial Option will continue to be subject to the terms, definitions and provisions of the Option Plan and the appropriate Option Agreement). In no event shall Executive be entitled to any bonus amounts under the Incentive Plan for the period in which Executive’s employment with the Company terminates. Additionally, the Company shall waive the cost for the Executive to continue Executive’s group medical coverage with the Company should Executive decide to exercise Executive’s right to do so in accordance with Title X of the Consolidated Budget Reconciliation Act of 1985, as amended (“COBRA”). Such waiver of cost shall cease upon the earlier of twelve (12) months from the effective date of such coverage or the date in which the Executive obtains equivalent coverage elsewhere.

Involuntary Termination. If the Executive’s employment is involuntarily terminated by the Company during the Employment Term, the Executive shall be entitled prior to receive his Base Salary accrued through the date a Change of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods ending before the termination date (collectively, the “Accrued Obligations”). Such payments shall be made to the Executive within the time period required by applicable law (and in all events within sixty (60) days following the date of involuntary termination). The Executive shall also receive any nonforfeitable benefits payable to him under the terms of any deferred compensation, incentive or other benefit plans maintained by the Company, payable in accordance with the terms of the applicable plan. If the termination is not (1) a termination for Cause Control (as defined below), as described in Section 5(c); Executive’s employment with the Company terminates (2) a voluntary termination by the Executive without Good Reason (as defined below) as described in Section 5(d); (3) excluding a termination as a result of the based on Executive’s death or Disability (as defined belowherein); ) other than voluntarily or for Cause (4) a termination due to non-renewal of the then current term as described in Section 5(edefined herein), then subject to compliance with the restrictive covenants in Section 9 and Section 10 Executive signs and the execution and timely return by the Executive of does not revoke a standard release of claims in a form and substance reasonably requested by the Company (the “Release”), and except as otherwise provided by Sections 12 and 18, the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to the Executive’s Base Salary as in effect at the time his employment terminates for a period equal to the greater of (a) the remainder of the then current term of this Agreement or (b) twenty-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, if the termination is not (1) a termination for Cause, as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e)Company, then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to receive: (i) continuing payments of severance pay (less applicable withholding taxes) at a rate equal to his Base Salary rate, as then in effect, for a period of six (6) months from the following:date of such termination of employment, to be paid periodically in accordance with the Company’s normal payroll policies; (ii) all shares of common stock subject to the Option which have vested as of the date of Executive’s termination of employment shall be exercisable for a period of six (6) months following the date of such termination, provided, however, that in no event shall this provision operate to extend the Option beyond the term/expiration date of such Option (and in no event will extend the term of the Option beyond ten (10) years from the date of grant), nor shall the unvested portion of the Option continue to vest during the six (6) month severance period; (iii) reimbursement for the cost of continued life insurance and health plan coverage for the Executive and his dependents for a period of six (6) months from the date of such termination of employment; provided, however, that (A) the Executive constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended (the “Code”) and (B) Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA; and (iv) the portion of the projected Bonus for the fiscal year in which such termination of employment occurs accrued up to the date of termination as determined by the Compensation Committee in its sole discretion.

Involuntary Termination. If the ExecutiveCovered Person’s employment is involuntarily terminated by within twelve (12) months following a Change in Control as a result of Involuntary Termination, then the Company during the Employment Term, the Executive Covered Person shall be entitled to receive his Base Salary accrued a lump sum severance payment in an amount equal to (A) one hundred fifty percent (150%) of the Covered Person’s annual Target Compensation, if the Involuntary Termination occurs within twelve (12) months after the Commencement Date set forth in the Employment Agreement, and (B) one hundred percent (100%) of the Covered Person’s annual Target Compensation, if the Involuntary Termination occurs more than twelve (12) months after the Commencement Date; and in addition, for a period of twelve (12) months after such termination, the Company shall be obligated to provide the Covered Person with benefits that are substantially equivalent to the Covered Person’s benefits (e.g., medical, dental and vision insurance) that were in effect immediately prior to the Change in Control. Any severance payments to which the Covered Person is entitled pursuant to this section shall be paid in a lump sum within thirty (30) days of the effective date of the Covered Person’s termination. For purposes of this Section 3(a)(i), the term “Target Compensation” shall mean the highest level of Target Compensation applicable to the Covered Person from the period of time immediately prior to the Change in Control through the effective date of the Covered Person’s termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with . With respect to fiscal years or other periods ending before any taxable income that the termination date Covered Person is deemed to have received for federal income tax purposes by virtue of the Company providing continued employee benefits to the Covered Person (collectivelye.g., medical, dental and vision insurance), the “Accrued Obligations”)Company shall make a cash payment to the Covered Person such that the net economic result to the Covered Person will be as if such benefits were provided on a tax-free basis to the same extent as would have been applicable had the Covered Person’s employment not been terminated. Such payments cash payment shall be made no later than March 15 following each calendar year in which such benefits are taxable to the Executive Covered Person. Anything in this Agreement to the contrary notwithstanding, if at the time of the Covered Person’s separation from service (within the time period required by applicable law (and in all events within sixty (60) days following the date meaning of involuntary termination). The Executive shall also receive any nonforfeitable benefits payable to him under the terms of any deferred compensation, incentive or other benefit plans maintained by the Company, payable in accordance with the terms Section 409A of the applicable plan. If Internal Revenue Code of 1986, as amended (the termination is not (1) a termination for Cause (as defined below“Code”), as described in the Covered Person is considered a “specified employee” within the meaning of Section 5(c); (2409A(a)(2)(B)(i) a voluntary termination by of the Executive without Good Reason (as defined belowCode, and if any payment that the Covered Person becomes entitled to under this Agreement is considered deferred compensation subject to interest and additional tax imposed pursuant to Section 409A(a) as described in Section 5(d); (3) a termination of the Code as a result of the Executiveapplication of Section 409A(a)(2)(B)(i) of the Code, then no such payment shall be payable prior to the date that is the earliest of (A) six months after the Covered Person’s death or Disability date of termination, (as defined below); B) the Covered Person’s death, or (4C) a termination due such other date as will cause such payment not to non-renewal of the then current term as described in Section 5(e), then be subject to compliance with the restrictive covenants in Section 9 such interest and Section 10 and the execution and timely return by the Executive of a release of claims in a form and substance additional tax. The parties agree that this Agreement may be amended, as reasonably requested by the Company (the “Release”), either party and except as otherwise provided by Sections 12 and 18, the Company shall pay severance may be necessary to the Executive in accordance comply fully with its normal payroll practices, equal to the Executive’s Base Salary as in effect at the time his employment terminates for a period equal to the greater of (a) the remainder Section 409A of the then current term of this Agreement or (b) twenty-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning Code and revoking the release begins all related rules and regulations in one taxable year and ends in a second taxable year, order to preserve the payments shall not commence until the first payroll date in the second taxable year. In addition, if the termination is not (1) a termination for Cause, as described in Section 5(c); (2) a voluntary termination by the Executive and benefits provided hereunder without Good Reason as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due additional cost to non-renewal of the then current term as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to the following:either party.

Involuntary Termination. If the Executive’s employment is involuntarily terminated under Section 3.1(a)(ii) (Termination Without Cause) or 3.1(a)(iv) (Constructive Termination) above (such termination, an “Involuntary Termination”), Executive will be entitled to receive payment of severance benefits equal to Executive’s regular monthly salary (the “Salary Payment Amount”) for eighteen (18) months (the “Severance Period”); provided that if such Involuntary Termination occurs within three (3) months prior to or eighteen (18) months after a Change of Control (as defined below), such Severance Period shall be for a period of thirty-six (36) months and such payment shall not be less than the amount that would result from using Executive’s regular monthly salary in effect immediately prior to the Change of Control. In addition, Executive will be entitled to receive a payment equal to the Annual Bonus as determined based on the target bonus percentage established for Executive for the year in which the Involuntary Termination occurs (the “Bonus Payment Amount”) multiplied by the Company during the Employment Termone and one-half (1.5); provided that if such Involuntary Termination occurs within three (3) months prior to or eighteen (18) months after a Change of Control, the then Executive shall be entitled to receive his Base Salary accrued through a payment equal to three (3) times the date Bonus Payment Amount and such payment shall not be less than the amount that would result from using Executive’s regular monthly salary and target bonus percentage in effect immediately prior to the Change of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods ending before the termination date (collectively, the “Accrued Obligations”)Control. Such payments Salary Payment Amount and Bonus Payment Amount shall be made to paid, at the Executive within the time period required by applicable law (and Company’s option, in all events a lump sum within sixty (60) days following after the date of involuntary termination). The Executive shall also receive any nonforfeitable benefits payable Executive’s Involuntary Termination or periodically over the Severance Period according to him under the terms of any deferred compensation, incentive or other benefit plans maintained by the Company’s standard payroll schedule, provided that such payments may not extend beyond two and one-half (2 ½) months following the end of the calendar year in which the date of Involuntary Termination occurs; provided that if such Involuntary Termination occurs within three (3) months prior to or eighteen (18) months after a Change of Control, then such payment will be made in a lump sum within forty (40) days after such termination. In the event that an Involuntary Termination occurs within three (3) months prior to or eighteen (18) months after a Change of Control, Executive will also be entitled to receive payment of the pro rata portion of Executive’s target Annual Bonus for the fiscal year in which the termination occurs (which shall equal such target multiplied by a fraction, the numerator of which is the number of days Executive was in the employ of the Company during the fiscal year including the termination date and the denominator of which is 365), payable in accordance with a lump sum within forty (40) days after such termination; provided that such payment shall not be less than the terms amount that would result from using Executive’s regular monthly salary and target bonus percentage in effect immediately prior to the Change of Control. Executive will receive payment(s) for all salary and unpaid vacation accrued as of the applicable plan. If the termination is not (1) a termination for Cause (as defined below), as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason (as defined below) as described in Section 5(d); (3) a termination as a result date of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”), and except as otherwise provided by Sections 12 and 18, the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to the Executive’s Base Salary as in effect at the time his employment terminates for a period equal to the greater of (a) the remainder of the then current term of this Agreement or (b) twenty-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, if the termination is not (1) a termination for Cause, as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to the following:termination

Involuntary Termination. If at any time during the Executive’s employment is involuntarily terminated by term of this Agreement, other than following a Change in Control to which Section 6(c) applies, the Company during terminates the Employment Termemployment of Executive without Business Reasons or a Constructive Termination occurs, the then Executive shall be entitled to receive his Base Salary the following: (i) salary and the cash value of any accrued vacation (consistent with the Company’s vacation policies then in effect) through the date Termination Date plus continued salary for a period of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods ending before the termination date ___(collectively, the “Accrued Obligations”). Such payments shall be made to the Executive within the time period required by applicable law (and in all events within sixty (60___) days months following the date of involuntary termination). The Executive shall also receive any nonforfeitable benefits payable to him under the terms of any deferred compensation, incentive or other benefit plans maintained by the CompanyTermination Date, payable in accordance with the terms Company’s regular payroll schedule as in effect from time to time, (ii) an amount equal to the average of the applicable plan. If bonuses paid to Executive during the termination is two preceding fiscal years or, if no bonuses were paid during such period, an amount equal to Executive’s then current annual target bonus, (iii) acceleration of vesting of all outstanding stock options, and other equity arrangements subject to vesting and held by Executive subject to the provision, however, that the acceleration shall not (1) a termination for Cause (as defined below), as described in Section 5(c); cover more than two (2) a voluntary termination years from the Termination Date (and in this regard, all such options and other exercisable rights held by Executive shall remain exercisable for one year following the Executive without Good Reason Termination Date), (as defined belowiv) as described in Section 5(d); (3) a termination as a result to the extent COBRA shall be applicable to the Company, continuation of the health benefits for Executive, Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e)spouse and any dependent children, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”), and except as otherwise provided by Sections 12 and 18, the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to the at Executive’s Base Salary as in effect at the time his employment terminates cost, for a period equal to the greater of ___(a___) the remainder of the then current term of this Agreement or (b) twenty-four (24) months, with the first payment on the first payroll date months after the revocation Termination Date or such longer period for as may be applicable under the Release has expired; providedCompany’s policies then in effect, provided the Executive makes the appropriate election and payments, and (v) no other compensation, severance or other benefits, except only that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments this provision shall not commence until the first payroll date limit any benefits otherwise available to Executive under Section 6(c) in the second taxable year. In addition, if the termination is not (1) case of a termination for Cause, as described following a Change in Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to the following:Control.

Involuntary Termination. If In the Executive’s employment is involuntarily terminated event that the Grantee ceases to provide Services as an Employee by reason of an Involuntary Termination, unless the Company during the Employment TermOption has earlier terminated, the Executive shall be entitled Option shall, immediately prior to receive his Base Salary accrued through the date of terminationsuch Involuntary Termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid vest and become exercisable with respect to fiscal years 18.75% of the total number of Shares subject to this Option (or other periods ending before [●] Shares (subject to adjustment pursuant to paragraph (c) of Section 5)), and the termination date Option may be exercised, in accordance with paragraph (collectivelya) of Section 5, the “Accrued Obligations”). Such payments shall be made to the Executive within extent vested as of such Involuntary Termination (for clarity, after taking into account the time period required foregoing acceleration provision of this paragraph (e)), provided such exercise occurs by applicable law (and in all events within sixty (60) days the close of business on the last calendar day of the 9th full calendar month following the date of involuntary terminationsuch Involuntary Termination. Notwithstanding the increased vesting provided for in the preceding sentence, in no event shall the Option become vested and exercisable for more than the number of Shares set forth in Section 1 (subject to adjustment as provided in paragraph (c) of Section 5). The Executive For purposes of this Agreement, “Involuntary Termination” shall also receive any nonforfeitable benefits payable mean: (i) without Grantee’s express written consent, a material reduction or alteration of Grantee’s duties, position or responsibilities relative to him under the terms of any deferred compensationGrantee’s duties, incentive position or other benefit plans maintained by the Companyresponsibilities in effect immediately prior to such reduction or alteration, payable in accordance with the terms of the applicable plan. If the termination is not (1) a termination for Cause (as defined below)or Grantee’s removal from such position, as described in Section 5(c)duties or responsibilities; (2ii) without Grantee’s express written consent, a voluntary termination by the Executive without Good Reason (as defined below) as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of a release of claims in a form and substance reasonably requested material reduction by the Company (the “Release”)or, and except as otherwise provided by Sections 12 and 18if applicable, the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to the ExecutiveAffiliate for whom Grantee provides Services) of Grantee’s Base Salary base salary as in effect at immediately prior to such reduction; (iii) without Grantee’s express written consent, the time his relocation of Grantee’s principal place of employment terminates with the Company (or, if applicable, the Affiliate for whom Grantee provides Services) by more than fifty (50) miles; (iv) any termination of Grantee’s employment by the Company without Cause. Except in the case of a period equal termination of Grantee by the Company (or, if applicable, the Affiliate for whom Grantee provides Services) without Cause, an “Involuntary Termination” shall not be deemed to occur until the Company has received written notice from Grantee of the occurrence of an Involuntary Termination and had thirty (30) days after the Company's receipt of such notice to cure or remedy such Involuntary Termination (the “Remedy Period”). Any such notice provided by Grantee shall indicate the specific termination provision relied upon, shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination under the provision so indicated, and shall specify the effective date of your “separation from service” within the meaning of Section 409A of the Code. In order to be effective, a resignation for Involuntary Termination must occur within ten (10) business days after the end of the Remedy Period in which the Company (or, if applicable, the Affiliate for whom Grantee provides Services) failed to cure or remedy the Involuntary Termination and Grantee must have provided the foregoing written notice of the occurrence of an Involuntary Termination event to the greater Company within ninety (90) days of (a) the remainder Grantee’s awareness of the then current term of this Agreement or (b) twenty-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, if the termination is not (1) a termination for Cause, as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result initial existence of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to the following:applicable Involuntary Termination event.

Involuntary Termination. If the ExecutiveEmployee’s employment is involuntarily terminated by the Company during without Cause (as defined herein), including a termination by means of a Non-Extension Notice, or if Employee resigns from Employee’s employment for Good Reason (as defined herein) (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of Employee’s death or disability), and provided that such termination constitutes a “separation from service” as defined in Treasury Regulation Section l.409A-l(h) (“Separation”) and Employee signs and does not revoke a general release of all claims in the Employment Termform prescribed by the Company (a “Release”) and such Release becomes effective within thirty (30) days of Employee’s Separation (the “Deadline”), then, in addition to the Executive Accrued Obligations, Employee shall receive: (i) a lump sum payment of one (1) year of Base Salary plus an amount equal to the average of the two (2) prior years’ bonuses, which shall be entitled to receive his Base Salary accrued through the date of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods ending before the termination date paid in one lump sum within thirty (collectively, the “Accrued Obligations”). Such payments shall be made to the Executive within the time period required by applicable law (and in all events within sixty (6030) days after the Separation; (ii) any unvested portion of any outstanding options and/or any unvested shares of Company common stock that have been issued under any stock option and stock incentive plans of the Company or otherwise will immediately vest and become exercisable and will remain exercisable for a period of seven (7) years following the date of involuntary terminationEmployee’s Separation (except with respect to any options granted pursuant to a plan intended to qualify under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”). The Executive shall also receive any nonforfeitable benefits payable ), subject to him under the terms of any deferred compensation, incentive or other benefit plans maintained by the Company, payable in accordance with the terms of the applicable plan. If plan and award agreement; (iii) the termination is not Company shall reimburse Employee for monthly premiums paid to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from the date that Employee (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee under the Company’s health plans until the earlier of: (1) a termination for Cause date one (1) year after the date health care coverage is lost as defined below), as described in Section 5(c)an employee; or (2) a voluntary termination by date on which the Executive without Good Reason (as defined below) as described in Section 5(d); (3) a termination as a result Employee is covered under the medical plan of the Executive’s death or Disability (as defined below); or (4) a termination due to nonanother employer, which does not exclude pre-renewal of the then current term as described in Section 5(e), then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”), and except as otherwise provided by Sections 12 and 18, the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to the Executive’s Base Salary as in effect at the time his employment terminates for a period equal to the greater of (a) the remainder of the then current term of this Agreement or (b) twenty-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, if the termination is not (1) a termination for Cause, as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to the following:existing conditions.

Involuntary Termination. If the Executive’s employment is involuntarily terminated by the Company during the Employment Term, the Executive shall be entitled to receive his Base Salary accrued through the date of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods ending before the termination date (collectively, the “Accrued Obligations”). Such payments shall be made to the Executive within the time period required by applicable law (and in all events within sixty (60) days following the date of involuntary termination). The Executive shall also receive any nonforfeitable benefits payable to him under the terms of any deferred compensation, incentive or other benefit plans maintained by the Company, payable in accordance with the terms of the applicable plan. If the termination is not (1) a termination for Cause (as defined below), as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason (as defined below) as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e); or (5) pursuant to Section 6, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”), and except as otherwise provided by Sections 12 and 18, the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to the Executive’s Base Salary as in effect at the time his employment terminates for a period equal to the greater of (a) the remainder of the then then-current term of this the Agreement or (b) twenty-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, if the termination is not (1) a termination for Cause, as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e)) or (5) pursuant to Section 6, then, subject to compliance with the restrictive covenants in Section 9 and Section 10, 10 and the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to the following:

Involuntary Termination. If the ExecutiveEmployee experiences an Involuntary Termination, such termination of employment shall be subject to the Company’s employment is involuntarily terminated obligations under this Section 7. In the event of the Involuntary Termination of the Employee, the Company shall, during the remaining term of this Agreement (i) pay to the Employee monthly one-twelfth of the Company Salary at the annual rate in effect immediately prior to the Date of Termination and one-twelfth of the average annual amount of cash bonus and cash incentive compensation of the Employee, based on the average amounts of such compensation earned by the Employee from the Company and any Consolidated Subsidiaries for the two full fiscal years preceding the Date of Termination; and (ii) maintain substantially the same hospitalization, medical, dental, prescription drug and other health benefits offered by the Company during from time to time to its employees generally to comply with the Employment Termcontinuation coverage requirements of Code Section 4980B(f) (i.e., “COBRA” coverage) for the Executive 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 entitled to receive made under this Section 7(a) unless the Employee’s termination of employment qualifies as a “Separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for in the Section 409A regulations). If the Employee is a “Specified Employee” (as defined in Section 409A) at the time of his Base Salary accrued through Separation from Service, then payments under this Section 7(a) which are not considered paid on account of an involuntary separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as such constitute deferred compensation under Section 409A, shall not be paid until the date of termination185th day following the Employee’s Separation from Service, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods ending before the termination date his earlier death (collectively, the “Accrued ObligationsDelayed Distribution Date”). Such Any payments deferred on account of the preceding sentence shall be made to accumulated without interest and paid with the Executive within the time period required by applicable law (and in all events within sixty (60) days following the date of involuntary termination). The Executive shall also receive any nonforfeitable benefits payable to him under the terms of any deferred compensation, incentive or other benefit plans maintained by the Company, first payment that is payable in accordance with the terms of the applicable plan. If the termination is not (1) a termination for Cause (as defined below), as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason (as defined below) as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then subject to compliance with the restrictive covenants in Section 9 preceding sentence and Section 10 and 409A. To the execution and timely return extent permitted by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”)Section 409A, and except as otherwise provided by Sections 12 and 18, the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to the Executive’s Base Salary as in effect at the time his employment terminates for a period equal to the greater of (aamounts payable under this Section 7(a) the remainder of the then current term of this Agreement or (b) twenty-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, if the termination is not (1) a termination for Cause, as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive which are considered deferred compensation shall be entitled to the following:treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of an involuntary separation from service as herein defined herein).

Involuntary Termination. If (i) If, prior to the expiration of the Term, the Employer terminates the Executive’s employment is involuntarily terminated by for any reason other than Disability or Cause or the Company during the Employment TermExecutive resigns from his employment hereunder for Good Reason (such a resignation or termination being hereinafter referred to as an “Involuntary Termination”), the Executive shall be entitled to receive his Base Salary accrued through payment of the date of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods ending before the termination date (collectively, the “Accrued Obligations”). Such payments shall be made to In addition, in the Executive within the time period required by applicable law (and in all events within sixty (60) days following the date of involuntary termination). The Executive shall also receive any nonforfeitable benefits payable to him under the terms of any deferred compensation, incentive or other benefit plans maintained by the Company, payable in accordance with the terms of the applicable plan. If the termination is not (1) a termination for Cause (as defined below), as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason (as defined below) as described in Section 5(d); (3) a termination as a result event of the Executive’s death or Disability Involuntary Termination, the Employer shall, conditioned upon the Executive’s execution of a customary release of all claims against the Employer and its officers, directors, shareholders and affiliates, if any, in a form prescribed by the Employer, pay to the Executive as severance (the “Severance Payment”), (x) 1/36 of the prior three years’ total of Salary and EIBIT Performance Bonus (and, if necessary to reach a three year total, a portion of compensation paid pursuant to Section 3(a) and (b)(i) of the Employment Agreement dated April 6, 2001), times (y) the number of remaining months in the Term. The Severance Payment shall be paid as follows: (i) a lump sum payment equal to the lesser of (a) the Severance Payment, and (b) an amount equal to the Change in Control Severance Payment (as defined below); if Section 4(c) were applicable) shall be paid to the Executive no later than thirty (30) days after the date of the termination of employment, and (ii)(a) if the Employer has not within ninety (90) days of the Involuntary Termination executed a definitive agreement to enter into a transaction the consummation of which would result in a “Change in Control”, the balance of the Severance Payment (if any) shall be paid to the Executive in a lump sum no later than ninety (90) days after the date of the termination of employment, or (4b) if the Employer has within ninety (90) days of the Involuntary Termination executed a termination due definitive agreement to enter into a transaction the consummation of which would result in a “Change in Control”, the balance of the Severance Payment (if any) shall be paid to the Executive in a lump sum only if the transaction is not consummated and shall be payable to the Executive in a lump sum no later than the date the definitive agreement expires or terminates without consummation of the transaction. In addition, in the event of the Executive’s Involuntary Termination, all of the Executive’s then-outstanding stock options shall be immediately vested and exercisable. The Company shall also continue to reimburse Executive for the insurance premiums provided for in Section 3(h) until the end of the Term. Anything in this Agreement to the contrary notwithstanding, no Severance Payment shall be payable under this Section 4(b) if the Executive’s employment with the Employer ends at the expiration or non-renewal of the then current term as described in Section 5(e), then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”), and except as otherwise provided by Sections 12 and 18, the Company shall pay severance to the Executive Term in accordance with its normal payroll practices, equal to the Executive’s Base Salary as in effect at the time his employment terminates for a period equal to the greater of (a) the remainder of the then current term of this Agreement or (b) twenty-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, if the termination is not (1) a termination for Cause, as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to the following:.

Involuntary Termination. If the Executive experiences an Involuntary Termination prior to the end of the Term, such termination of employment shall be subject to the Corporation's obligations under this Section 7(a). If such Involuntary Termination occurs, the Corporation shall, as agreed upon liquidated damages, continue to pay or provide to Executive or Executive’s beneficiary for the compensation and benefits described in Sections 4 and 5(b) (ii) (but excluding reimbursement of related costs including but not limited to insurance, maintenance, repairs, gasoline and operating expenses which shall be paid by the Executive and the Executive shall cause MBFI and/or MB Bank to be a named and covered insured party under the automobile insurance policy), (iii), (iv) and (v) for the remainder of the Term as if such Involuntary Termination had not occurred, provided the Executive’s employment is involuntarily terminated by Annual Cash Bonus during calendar year 2007 and 2008 shall be at the Company during $300,000 level and the Employment TermExecutive’s Annual Cash Bonus shall be zero thereafter, all unvested restricted stock theretofore granted as RS Awards described in Section 4(a)(ii) shall vest in full and the value of the RS Awards described in Section 4(a)(ii) not theretofore made to the Executive shall be paid in cash on each anniversary of the Effective Date. In addition to the foregoing, in connection with an Involuntary Termination, the Executive shall be entitled to receive his Base (A) any accrued Corporation Salary accrued through the date Date of terminationTermination within 30 days after the Date of Termination, (B) any accrued but unpaid vacation payAnnual Cash Bonus earned by the Executive for the preceding calendar year within the time period set forth in Section 4(b) hereof, plus (C) reimbursement of any bonuses earned but expenses incurred through the Date of Termination in accordance with Section 4(d), (D) all unpaid Deferred Payments and RSUs and (E) all vested benefits and amounts under any plan, program or arrangement, including those referred to in Section 4, 5 or 19 the payment and other rights with respect to fiscal years or other periods ending before which shall be governed by the termination date terms thereof (collectively, the “Accrued ObligationsCompensation”). Such payments shall be made to ) as well as the Executive within the time period required by applicable law (and in all events within sixty (60) days following the date of involuntary termination). The Executive shall also receive any nonforfeitable benefits payable to him under the terms of any deferred compensation, incentive or other benefit plans maintained by the Company, payable in accordance with the terms of the applicable planPost-Employment Health Benefit. If the termination is not (1) a termination for Cause (as defined belowExecutive should die after amounts become payable under this Section 7(a), as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason (as defined below) as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”), and except as otherwise provided by Sections 12 and 18, the Company such amounts shall pay severance to the Executive in accordance with its normal payroll practices, equal thereafter be paid to the Executive’s Base Salary as estate until satisfied in effect at the time his employment terminates for a period equal to the greater of (a) the remainder of the then current term of this Agreement or (b) twenty-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, if the termination is not (1) a termination for Cause, as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to the following:full.

Involuntary Termination. If the ExecutiveExecutive experiences an Involuntary Termination prior to (and not in connection with) a Change in Control, such termination of employment shall be subject to the Corporation’s employment obligations under this Section 7(a) in lieu of any other compensation and employee benefits under this Agreement. If such Involuntary Termination is involuntarily terminated not a Non-Extension Termination, the Corporation shall, as agreed upon liquidated damages, pay to the Executive monthly, during the unexpired term of this Agreement after the Date of Termination, one-twelfth of the Corporation Salary at the annual rate in effect immediately prior to the Date of Termination and one-twelfth of the average Annual Cash Bonus, based on the average amount of such Annual Cash Bonus for the two full calendar years preceding the Date of Termination (or if the Date of Termination occurs before one full calendar year has elapsed under this Agreement, the amount of $262,500, or if one but not two full calendar years have elapsed under this Agreement, the greater of $262,500 or the amount of the Annual Cash Bonus earned by the Company during Executive for the Employment Termone calendar year). If such Involuntary Termination is a Non-Extension Termination, the Corporation shall, as agreed upon liquidated damages, pay the Executive monthly the compensation set forth in this Section 7(a)(i) for a period of 1 year following the Date of Termination. In addition to the foregoing, in connection with an Involuntary Termination, the Executive shall be entitled to receive his Base (A) any accrued Corporation Salary accrued through the date Date of terminationTermination within 30 days after the Date of Termination, (B) any accrued but unpaid vacation payAnnual Cash Bonus earned by the Executive for the preceding calendar year within the time period set forth in Section 4(b) hereof, plus (C) reimbursement of any bonuses earned but expenses incurred through the Date of Termination in accordance with Section 4(d), and (D) all unpaid with respect Deferred Payments as soon as such payments are not subject to fiscal years or other periods ending before any deductibility limitation under Section 162(m) of the termination date Code (collectively, the “Accrued ObligationsCompensation”). Such payments shall be made to ) plus the Executive within the time period required by applicable law (and in all events within sixty (60) days following the date of involuntary termination). The Executive shall also receive any nonforfeitable benefits payable to him under the terms of any deferred compensation, incentive or other benefit plans maintained by the Company, payable in accordance with the terms of the applicable planPost-Employment Health Benefit. If the termination is not (1) a termination for Cause (as defined belowExecutive should die after amounts become payable under this Section 7(a), as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason (as defined below) as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”), and except as otherwise provided by Sections 12 and 18, the Company such amounts shall pay severance to the Executive in accordance with its normal payroll practices, equal thereafter be paid to the Executive’s Base Salary as estate until satisfied in effect at the time his employment terminates for a period equal to the greater of (a) the remainder of the then current term of this Agreement or (b) twenty-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, if the termination is not (1) a termination for Cause, as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to the following:full.

Involuntary Termination. If Subject to the Executive’s notice provisions in Section 8, the Board of Directors may terminate the Employee's employment is involuntarily terminated at any time, but, except in the case of Termination for Cause, termination of employment shall not prejudice the Employee's right to compensation or other benefits under this Agreement. In the event of Involuntary Termination by the Company and the Bank or the Employee, other than after a Change in Control, the Company and the Bank jointly shall (in addition to amounts due the Employee in connection with services performed for the Company and the Bank prior to the Date of Termination): (1) continue to pay to the Employee the Salary provided in Section 4(a)(1) of this Agreement at the rate in effect immediately prior to the Date of Termination for an additional 12 month period commencing on the Date of Termination, subject to the approval of the Federal Deposit Insurance Corporation and the Federal Reserve Bank of San Francisco prior to such payment, and (2) provide to the Employee, during the Employment Termremaining term of this Agreement, substantially the Executive shall be entitled to receive 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 Base Salary accrued through dependents and beneficiaries who would have been eligible for such benefits if the date of terminationEmployee had not suffered Involuntary Termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods ending before the termination date (collectively, the “Accrued Obligations”). Such payments shall be made on terms substantially as favorable to the Executive within Employee, taking into account the time period required by applicable law (amounts of coverage and in all events within sixty (60deductibles and other costs to him, as if he had not suffered Involuntary Termination. Notwithstanding the foregoing, to the extent the taxable payments under this Section 7(a) days following the date of involuntary termination). The Executive shall also receive any nonforfeitable benefits payable to him under the terms of any would be considered deferred compensation, incentive or other benefit plans maintained by and the Company, payable in accordance with the terms of the applicable plan. If the termination Employee is not (1) considered a termination for Cause “specified employee” (as defined below), as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason (as defined below) as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e409A), then subject no deferred compensation shall be paid until the 185th day following the Employee’s Separation from Service (and any deferred compensation the payment of which is delayed on account of the foregoing shall be paid on such 185th day).The preceding sentence shall be applied by (i) treating as much of the payment due under this Section 7(a) as “separation pay due to compliance with involuntary separation from service” (within the restrictive covenants in meaning of Treasury Regulation Section 9 1.409A-1(b)(9)) (“Separation Pay”) as is possible, so that such Separation Pay may be paid without regard to the preceding sentence, and (ii) treating the Separation Pay as paid prior to the deferred compensation, to the extent permitted by Section 10 409A. Furthermore, and notwithstanding anything herein to the contrary, no amount shall be payable under this Section 7(a) if such payment becomes an obligation of the Company or the Bank while the Company is a TARP Recipient during the TARP Period and the execution and timely return by Employee is not permitted to receive those payments under the Executive TARP Requirements (on account of a release of claims in a form and substance reasonably requested by the Company (the “Release”being an SEO, MHCE, or otherwise), and except as otherwise provided by Sections 12 and 18, the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to the Executive’s Base Salary as in effect at the time his employment terminates for a period equal to the greater of (a) the remainder of the then current term of this Agreement or (b) twenty-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, if no payment shall be made under this Section 7(a) that would cause the termination is not (1Bank to be “undercapitalized” for purposes of 12 C.F.R. Part 225 or any successor provision. Payments due under this Section 7(a) a termination for Cause, as described in Section 5(c); (2) a voluntary termination by shall be conditioned on the Executive without Good Reason as described in Section 5(d); (3) a termination as a result of the ExecutiveEmployee’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive 9(b) of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to the following:this Agreement.

Involuntary Termination. If the Executive’s Employee's employment ----------------------- is involuntarily terminated by the Company during the Employment Termas a result of an Involuntary Termination other than for Cause, the Executive Employee shall be entitled to receive his Base Salary accrued through 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 at the time of such termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods ending before the termination date (collectively, the “Accrued Obligations”). Such which payments shall be made to paid during the Executive within the time period required by applicable law (and in all events within sixty (60) days following the date of involuntary termination). The Executive shall also receive any nonforfeitable benefits payable to him under the terms of any deferred compensation, incentive or other benefit plans maintained by the Company, payable Severance Period in accordance with the terms Company's standard payroll practices; (ii) monthly severance payments during the Severance Period equal to 1/12th of the applicable plan. If the termination is not (1) a termination for Cause (as defined below), as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason Employee's "target bonus" (as defined below) as described for the fiscal year in Section 5(dwhich the termination occurs (or for the prior fiscal year if a target bonus has not yet been determined for the fiscal year in which the termination occurs); (3iii) a termination as a result continuation of all health and life insurance benefits through the end of the Executive’s death Severance Period substantially identical to those to which the Employee was entitled immediately prior to the termination, or Disability (as defined below); or (4) a termination due to non-renewal those being offered to officers of the then current term as described 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 held by the Employee on the date of termination so that each such option shall be exercisable in Section 5(e), then subject to compliance full on the termination date in accordance with the restrictive covenants provisions of the Option Agreement and Plan pursuant to which such 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 the Employee's base salary in Section 9 and Section 10 and effect on the execution and timely return termination date multiplied by the Executive that percentage of a release of claims in a form and substance reasonably requested such base salary that is prescribed by the Company (under its Executive Bonus Program as the “Release”), and except percentage of such base salary payable to the Employee as otherwise provided by Sections 12 and 18, a bonus if the Company shall pay severance to the Executive in accordance with pays bonuses at one-hundred percent (100%) of its normal payroll practices, equal to the Executive’s Base Salary as in effect at the time his employment terminates for a period equal to the greater of (a) the remainder of the then current term of this Agreement or (b) twenty-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, if the termination is not (1) a termination for Cause, as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to the following:operating plan.

Involuntary Termination. If the ExecutiveExecutive experiences an Involuntary Termination prior to (and not in connection with) a Change in Control, such termination of employment shall be subject to the Bank’s employment obligations under this Section 7(a) in lieu of any other compensation and employee benefits under this Agreement. In the event of such Involuntary Termination, the Bank shall pay to the Executive monthly, during the twenty-four months after the Date of Termination if such Date of Termination is involuntarily terminated prior to January 1, 2020, or during the twelve months after the Date of Termination if such Date of Termination is after December 31, 2019, an amount equal to the sum of: (i) one-twelfth of the Reference Base Salary (ii) one-twelfth of the Reference Annual Bonus and (iii) an amount equal to 150% of the monthly premium paid by the Company during Executive for COBRA coverage elected by Executive under Bank’s group health plan (provided that the Employment Termamount described in this clause (iii) shall not be included in more than eighteen monthly payments). In addition to the foregoing, in connection with an Involuntary Termination, the Executive shall be entitled to receive his (A) any accrued Base Salary accrued through the date Date of terminationTermination within 30 days after the Date of Termination, (B) any accrued but unpaid vacation payAnnual Cash Bonus earned by the Executive for the preceding calendar year within the time period set forth in Section 4(b) hereof, plus (C) disposition of Stock-Based Awards in accordance with the applicable award agreements and the Omnibus Incentive Plan; (D) prompt reimbursement of any bonuses earned but unpaid expenses incurred through the Date of Termination in accordance with respect Section 4(d), and (E) all vested employee benefits described in Section 5 hereof, such benefits to fiscal years be paid in accordance with this Agreement and the applicable plan, program, arrangement or other periods ending before the termination date agreement (collectively, the “Accrued ObligationsCompensation”). Such payments shall be made to If the Executive within the time period required by applicable law (and in all events within sixty (60) days following the date of involuntary termination). The Executive shall also receive any nonforfeitable benefits should die after amounts become payable to him under the terms of any deferred compensation, incentive or other benefit plans maintained by the Company, payable in accordance with the terms of the applicable plan. If the termination is not (1) a termination for Cause (as defined belowthis Section 7(a), as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason (as defined below) as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”), and except as otherwise provided by Sections 12 and 18, the Company such amounts shall pay severance to the Executive in accordance with its normal payroll practices, equal thereafter be paid to the Executive’s estate until satisfied in full. For purposes of this Section 7(a) and Section 7(b): (x) “Reference Base Salary” shall mean $700,000 if the Date of Termination occurs prior to January 1, 2020, and the annual rate of Base Salary as then in effect at under Section 4(a) if the time his employment terminates for a period equal to the greater Date of Termination occurs after 2019; and (ay) the remainder of the then current term of this Agreement or (b) twenty-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that “Reference Annual Bonus” shall mean $525,000 if the time period for returning Date of Termination is before January 1, 2020, and revoking the release begins annual incentive target then in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, effect under Section 4(b) if the termination Date of Termination is not (1) a termination for Cause, as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to the following:after 2019.

Involuntary Termination. If Subject to the Executiveapplicable provisions of this Section 7, and the notice provisions in Section 8, the Board of Directors may terminate the Employee’s employment is involuntarily terminated at any time, but, except in the case of Termination for Cause, termination of employment shall not prejudice the Employee’s right to compensation or other benefits under this Agreement. In the event of Involuntary Termination by the Company during and the Employment TermBank or the Employee, other than after a Change in Control, the Executive Company and the Bank jointly shall be entitled to receive his Base Salary accrued through the date of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods ending before the termination date (collectively, the “Accrued Obligations”). Such payments shall be made 1) pay to the Executive within Employee, over the time period required by applicable law remaining term of this Agreement (but not less than one year nor more than two years from the Date of Termination), an amount equal to two times’ the Employee’s Salary (at the rate in effect immediately prior to the Date of Termination, and in all events within sixty (60) days following the date of involuntary termination). The Executive shall also receive any nonforfeitable benefits payable to him under the terms of any deferred compensation, incentive or other benefit plans maintained by the Company, payable in accordance with the Bank’s payroll practices and subject to applicable withholding requirements), (2) pay to the Employee any bonus or other incentive compensation to which the Employee has a legally binding right as of the Date of Termination in accordance with the payment terms of the applicable plan. If incentive compensation arrangement, and (3) provide to the termination is not (1) a termination for Cause (as defined below)Employee, as over the period described in Section 5(c); 7(a)(1) (2subject to the minimum and maximum terms provided for therein) a voluntary termination 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, taking into account the amounts of coverage and deductibles and other costs to him, as if he had not suffered Involuntary Termination (except that any such coverage shall cease if and when the Employee is no longer covered under an insurance program made available by the Executive without Good Reason (as defined below) as described in Section 5(dBank to employees generally); (3) a termination as a result of . In addition, any equity awards granted to the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of a release of claims in a form and substance reasonably requested Employee by the Company (under the “Release”)2010 Omnibus Equity Plan or otherwise) that are subject to vesting, and except performance or target requirements shall be treated as otherwise provided by Sections 12 and 18having satisfied such vesting, the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to the Executive’s Base Salary performance or target requirements as in effect at the time his employment terminates for a period equal to the greater of (a) the remainder of the then current term of this Agreement or (b) twenty-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, if the termination is not (1) a termination for Cause, as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result of the ExecutiveEmployee’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to the following:Involuntary Termination.

Involuntary Termination. If the Executive’s Employee's ----------------------- employment is involuntarily terminated by the Company during the Employment Termas a result of an Involuntary Termination other than for Cause, the Executive Employee shall be entitled to receive his Base Salary accrued through 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 at the time of such termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods ending before the termination date (collectively, the “Accrued Obligations”). Such which payments shall be made to paid during the Executive within the time period required by applicable law (and in all events within sixty (60) days following the date of involuntary termination). The Executive shall also receive any nonforfeitable benefits payable to him under the terms of any deferred compensation, incentive or other benefit plans maintained by the Company, payable Severance Period in accordance with the terms Company's standard payroll practices; (ii) monthly severance payments during the Severance Period equal to 1/12th of the applicable plan. If the termination is not (1) a termination for Cause (as defined below), as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason Employee's "target bonus" (as defined below) as described for the fiscal year in Section 5(dwhich the termination occurs (or for the prior fiscal year if a target bonus has not yet been determined for the fiscal year in which the termination occurs); (3iii) a termination as a result continuation of all health and life insurance benefits through the end of the Executive’s death Severance Period substantially identical to those to which the Employee was entitled immediately prior to the termination, or Disability (as defined below); or (4) a termination due to non-renewal those being offered to officers of the then current term as described 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 held by the Employee on the date of termination so that each such option shall be exercisable in Section 5(e), then subject to compliance full on the termination date in accordance with the restrictive covenants provisions of the Option Agreement and Plan pursuant to which such 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 the Employee's base salary in Section 9 and Section 10 and effect on the execution and timely return termination date multiplied by the Executive that percentage of a release of claims in a form and substance reasonably requested such base salary that is prescribed by the Company (under its Executive Bonus Program as the “Release”), and except percentage of such base salary payable to the Employee as otherwise provided by Sections 12 and 18, a bonus if the Company shall pay severance to the Executive in accordance with pays bonuses at one-hundred percent (100%) of its normal payroll practices, equal to the Executive’s Base Salary as in effect at the time his employment terminates for a period equal to the greater of (a) the remainder of the then current term of this Agreement or (b) twenty-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, if the termination is not (1) a termination for Cause, as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to the following:operating plan.

Involuntary Termination. If the Executive’s employment is involuntarily terminated by under Section 3.1(a)(ii) (Termination Without Cause) or 3.1(a)(iv) (Constructive Termination) above (such termination, an “Involuntary Termination”), Executive will be entitled to receive payment of severance benefits equal to Executive’s regular monthly salary (the Company during “Salary Payment Amount”) for twelve (12) months (the Employment Term“Severance Period”); provided that if such Involuntary Termination occurs immediately prior to or within twelve (12) months after a Change of Control (as defined below), such Severance Period shall be for a period of eighteen (18) months and such payment shall not be less than the amount that would result from using Executive’s regular monthly salary in effect immediately prior to the Change of Control. Executive will also be entitled to receive a payment equal to the target Annual Bonus established for Executive for the fiscal year in which the termination occurs (the “Bonus Payment Amount”); provided that if such Involuntary Termination occurs immediately prior to or within twelve (12) months after a Change of Control, then Executive shall be entitled to receive his Base Salary accrued through a payment equal to 1.5 times the date Bonus Payment Amount and such payment shall not be less than the amount that would result from using Executive’s regular monthly salary and target bonus percentage in effect immediately prior to the Change of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods ending before the termination date (collectively, the “Accrued Obligations”)Control. Such payments Salary Payment Amount and Bonus Payment Amount shall 187017745 v5 be made to paid, at the Executive within the time period required by applicable law (and Company’s option, in all events a lump sum within sixty (60) days following after the date of involuntary termination). The Executive shall also receive any nonforfeitable benefits payable Executive’s Involuntary Termination or periodically over the Severance Period according to him under the terms of any deferred compensation, incentive or other benefit plans maintained by the Company’s standard payroll schedule, payable in accordance with provided that such payments may not extend beyond two and one-half (2 ½) months following the terms end of the applicable plancalendar year in which the date of Involuntary Termination occurs. If the termination is not (1Executive will receive payment(s) a termination for Cause (all salary and unpaid vacation accrued as defined below), as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason (as defined below) as described in Section 5(d); (3) a termination as a result of the date of Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then subject to compliance with the restrictive covenants in Section 9 employment and Section 10 and the execution and timely return by the Executive health insurance benefits will be continued through payment of a release of claims in a form and substance reasonably requested Executive’s COBRA health insurance premiums by the Company (over the “Release”), and except Severance Period so long as otherwise provided by Sections 12 and 18, the Company shall pay severance Executive timely elects to the Executive in accordance with its normal payroll practices, equal to the continue Executive’s Base Salary as in effect at the time his employment terminates for a period equal to the greater of (a) the remainder of the then current term of this Agreement or (b) twenty-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning health insurance coverage under COBRA and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, if the termination is not (1) a termination for Cause, as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 COBRA’s terms, conditions and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to the following:requirements.

Involuntary Termination. If (i) If, prior to the Executive’s employment is involuntarily terminated by expiration of the Company during the Employment Term, the Company terminates Executive's employment for any reason other than Disability or Cause or Executive shall be entitled to receive resigns from his Base Salary accrued through the date of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods ending before the termination date (collectively, the “Accrued Obligations”). Such payments shall be made to the Executive within the time period required by applicable law (and in all events within sixty (60) days following the date of involuntary termination). The Executive shall also receive any nonforfeitable benefits payable to him under the terms of any deferred compensation, incentive or other benefit plans maintained by the Company, payable in accordance with the terms of the applicable plan. If the termination is not (1) a termination employment hereunder for Cause (as defined below), as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason (such a resignation or termination being hereinafter referred to as defined below) as described in Section 5(dan "Involuntary Termination"); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”), and except as otherwise provided by Sections 12 and 18, the Company shall pay severance to Executive his Salary accrued up to and including the Executive in accordance with its normal payroll practices, equal to the Executive’s Base Salary date of such Involuntary Termination as in effect at the time his employment terminates for a period equal to the greater of (a) the remainder of the then current term of this Agreement or (b) twenty-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable yearwell as any unreimbursed expenses. In addition, if in the termination event of Executive's Involuntary Termination, the Company shall pay to Executive as severance (the "Severance Payments") his Salary prorated on a monthly basis, at the rate in effect immediately prior to such Involuntary Termination, for the six-month period beginning immediately following the date of such Involuntary Termination (the "Initial Severance Period"). If, after the expiration of the Initial Severance Period, Executive is not employed or otherwise engaged to perform professional services for a third-party (1) "Other Employment"), the Company shall continue to pay Severance Payments to Executive on a termination month-by-month basis for Causeup to an additional eighteen months, as described but in Section 5(c); (2) a voluntary termination by no event beyond the Executive without Good Reason as described in Section 5(d); (3) a termination as a result last day of the month in which Executive obtains Other Employment. The Severance Payments shall be paid in payroll installments in accordance with the Company's payroll practices in effect from time to time; provided, however, that the Company, in its sole discretion, may at any time during the Initial Severance Period pay to Executive the then remaining portion of Severance Payments due during the Initial Severance Period in a cash lump sum. Anything in this Agreement to the contrary notwithstanding, no amounts shall be payable under this Section 4(b) if Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal 's employment with the Company ends at the expiration of the then current term as described Term in accordance with Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to the following:2. 7 7

Involuntary Termination. If Upon an Involuntary Termination of the Executive’s employment is involuntarily terminated relationship by the Company during prior to expiration of the Employment Initial Term, the Executive Employee shall be entitled, in consideration for the Employee's continuing obligations under this Agreement after such termination (including, without limitation, the Employee's non-competition obligations), to receive the Base Salary through the remainder of the Initial Term (paid periodically in accordance with the Company's payroll policies) and a one-time lump sum payment equivalent to the value of other Company provided benefits available to the Employee for the remainder of the Initial Term. In the event that the Company, at its sole option, elects to pay the Employee the remaining Base Salary in a lump sum for future payments, such lump sum shall be discounted to its present value. The Employee shall not be under any duty or obligation to seek or accept other employment following Involuntary Termination and, subject to the Employee complying with the Employee's continuing obligations (including non-competition obligations), the amounts due the Employee hereunder shall not be reduced or suspended if the Employee accepts subsequent employment. The Employee's rights under this Section 6.5 are the Employee's sole and exclusive rights against the Company or its Affiliates, and the Company's sole and exclusive liability to the Employee under this Agreement, in contract, tort, or otherwise, for any Involuntary Termination of the employment relationship. The Employee covenants not to xxx or lodge any claim, demand, or cause of action against the Company based on Involuntary Termination for any compensation and benefit the Employee shall be entitled to receive his Base Salary accrued through the date of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect pursuant to fiscal years or other periods ending before the termination date (collectively, the “Accrued Obligations”). Such payments shall be made to the Executive within the time period required by applicable law (and in all events within sixty (60) days following the date of involuntary termination). The Executive shall also receive any nonforfeitable benefits payable to him under the terms of any deferred compensation, incentive or other benefit plans maintained by the Company, payable in accordance with the terms of the applicable planthis Section 6.5. If the termination is not (1) a termination for Cause (as defined below)Employee breaches this covenant, as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason (as defined below) as described in Section 5(d); (3) a termination as a result of Company shall be entitled to recover from the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of a release of claims in a form and substance reasonably requested Employee all sums expended by the Company (including costs and attorneys fees) in connection with such suit, claim, demand, or cause of action. Upon Involuntary Termination of the “Release”), and except as otherwise provided employment relationship by Sections 12 and 18either the Company or the Employee, the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to the Executive’s Base Salary as in effect at the time his employment terminates for a period equal to the greater of (a) the remainder entirety of the then current term of this Agreement Employee's unvested rights under any stock option agreement or (b) twenty-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments plan or employee benefit award agreement shall not commence until the first payroll date in the second taxable year. In addition, if the termination is not (1) a termination for Cause, as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to the following:vest immediately upon such termination.

Involuntary Termination. If the ExecutiveEmployee experiences an Involuntary Termination prior to the Separation Date, such termination of employment shall be subject to the Company’s employment is involuntarily terminated by obligations under this Section 7. In the event of an Involuntary Termination of the Employee prior to the Separation Date (other than an Involuntary Termination at the time of or within 12 months following a Change in Control), the Company during or the Employment TermBank shall, the Executive shall be entitled to receive his Base Salary accrued through the date of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods ending before the termination date (collectively, the “Accrued Obligations”). Such payments shall be made subject to the Executive within the time period required by applicable law (Employee executing and in all events within sixty (60) days following the date of involuntary termination). The Executive shall also receive any nonforfeitable benefits payable to him under the terms of any deferred compensation, incentive or other benefit plans maintained by the Company, payable in accordance with the terms of the applicable plan. If the termination is not (1) revoking a termination for Cause (as defined below), as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason (as defined below) as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of a general release of claims in a form and substance reasonably requested by the Company pursuant to Section 7(d) below, (the “Release”), and except as otherwise provided by Sections 12 and 18, the Company shall i) pay severance to the Executive in accordance with its normal payroll practices, equal to the Executive’s Base Salary as in effect at the time his employment terminates for a period equal to Employee monthly one-twelfth of the greater of (aA) his Cash Compensation until the remainder expiration of the then current remaining term of this Agreement or (bB) twenty-four the Separation Payment until the expiration of the remaining term of this Agreement, with such payments to commence effective as of the first business day of the month following the Involuntary Termination, provided that the initial installment(s) shall be delayed and paid on the first business day of the month following the date the general release of claims is executed and the revocation period expires without the release being revoked, except as otherwise set forth below or in Section 7(d) below, (24ii) monthsprovide Health Insurance Benefits to each Covered Person until the expiration of the remaining term of this Agreement or such Covered Person’s death, whichever first occurs, and (iii) provide Other Insurance Benefits until the expiration of the remaining term of this Agreement or the Employee’s death, whichever first occurs. If the Employee is a “Specified Employee” (as defined in Section 409A) at the time of his Separation from Service, then payments under this Section 7(a) which are not covered by the separation pay plan exemption from Section 409A set forth in Treasury Regulation §1.409A-1(b)(9)(iii) and which would otherwise be paid within the first six months following the Separation from Service, 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. Any payments deferred on account of the preceding sentence shall be accumulated without interest and paid with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release begins is payable in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, if the termination is not (1) a termination for Cause, as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then, subject to compliance accordance with the restrictive covenants in Section 9 preceding sentence and Section 10409A. To the extent permitted by Section 409A, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive amounts payable under this Section 7(a) which are considered deferred compensation shall be entitled treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of an involuntary Separation from Service as herein defined pursuant to the following:a separation pay plan).

Involuntary Termination. If (1) the Executive’s 's employment is involuntarily terminated by the Company during the Employment Termterm of this Agreement, other than for (i) death, (ii) disability as described in this Section 5 (b), (iii)"Cause" as described in this Section 5 (c), (iv) a voluntary termination by the Executive as described in this Section 5 (d), or (2) a "Change in Corporate Control" as described in Section 6 occurs, the Executive Company shall be entitled obligated to receive his Base Salary accrued through make a series of monthly payments to the Executive for twenty-four (24) months from the date of such termination or Change in Corporate Control (the "Severance Period"). Each monthly payment shall be equal to one-twelfth (1/12th) of the sum of the (i) Executive's annual base salary paid during the twelve (12) months immediately preceding such termination, any accrued but unpaid vacation payand (ii) Bank Covenant Compliance Bonus and Performance Bonus, plus any bonuses if any, earned but unpaid with respect to under Section 3 for the fiscal years or other periods ending before year immediately preceding such termination. The payments made during the termination date last twelve (collectively, 12) months of the “Accrued Obligations”). Such payments Severance Period shall be made to reduced by all amounts the Executive within the time period required by applicable law receives as compensation for services performed in any position with any new employer (and in all events within sixty (60) days following the date of involuntary terminationincluding a position as an officer, employee, consultant or agent, or self-employment as a partner or sole proprietor). The Executive shall also receive any nonforfeitable such non-forfeitable benefits already earned and payable to him under the terms of any deferred compensation, incentive or other benefit plans plan maintained by the Company, payable in accordance with the terms of the applicable plan. If the termination is not (1) a termination for Cause (as defined below)Company should, as described in Section 5(c); (2) a voluntary termination by during the Executive without Good Reason (as defined below) as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”), and except as otherwise provided by Sections 12 and 18, the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to the Executive’s Base Salary as in effect at the time his employment terminates for a period equal to the greater of (a) the remainder of the then current term of this Agreement or (b) twenty-four (24) monthsAgreement, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, if the termination is not (1) a termination for Cause, as described in Section 5(c); (2) a voluntary termination by require the Executive without Good Reason as described in Section 5(d); (3) a termination as a result to relocate his business office outside of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18central New Jersey area, the Executive shall have the right, within sixty (60) days following this request, to resign from employment and have such resignation be entitled deemed to be an involuntary termination triggering the severance provisions of this Section 5 (a). If the Company defaults in its obligation to make any severance payments required to be paid under this Section 5 (a) or under Section 2: (i) the provisions of Section 10 shall be inoperable; (ii) the entire unpaid balance of the severance payments shall become immediately due and payable; and (iii) if the Executive prevails in any suit commenced by the Executive to collect such severance payments, all costs and expenses of such suit incurred by the Executive, including reasonable attorneys' fees, shall be paid by the Company to the following:Executive.

Involuntary Termination. If Involuntary termination at PGI’s option may occur for any reason whatsoever, including termination without Cause, in the Executive’s employment is involuntarily terminated by sole discretion of the Company during Board (“Involuntary Termination”). Upon an Involuntary Termination before the Employment TermTerm expires, the Executive shall be entitled to receive his from PGI, in lieu of severance payments under any other plan or program of PGI, (i) an amount equal to 1.5 times the sum of (A) Executive’s Base Salary accrued Compensation and (B) target Annual Bonus, each as in effect immediately prior to the date of Executive’s termination (the “Severance Amount”); (ii) the Annual Bonus for the fiscal year in which the termination date occurred, determined by the Committee as though Executive had continued to be employed through the end of the fiscal year in which the termination date occurred, multiplied by a fraction equal to the number of days of employment completed by Executive during the fiscal year in which the termination date occurred divided by 365 (the “Pro Rata Bonus”); (iii) any Annual Bonus for a completed fiscal year of PGI that has been earned but not yet been paid to Executive (the “Prior Year Earned Bonus”), in each case if and only if Executive has executed and delivered to PGI the General Release substantially in form and substance as set forth in Exhibit A attached hereto no later than the 45th day following the termination date and only so long as Executive has not breached the provisions of Article 3 or Section 4.1 hereof and does not apply for unemployment compensation chargeable to PGI during the period from the date of termination through the date that is 18 months following the date of termination (the “Severance Period”). The Severance Amount payable pursuant to this Section 2.1(b) and the Prior Year Earned Bonus shall be paid in eighteen equal monthly installments beginning on the 53rd day following the termination date, and the second installment on the 60th day following the termination date and each other installment payable each month thereafter during the Severance Period. The Pro Rata Bonus shall be payable at such time any annual bonuses in respect of the fiscal year in which the termination date occurs are paid to senior executives of PGI. The amounts payable pursuant to this Section 2.1(b) shall not be reduced by the amount of any compensation Executive receives with respect to any other employment during the Severance Period. Upon Involuntary Termination and continuing through the last day of the Severance Period, PGI shall, at its expense, continue on behalf of the Executive and Executive’s dependants and beneficiaries, the medical, dental and hospitalization benefits provided to the Executive immediately prior to the date of termination. The coverage and benefits (including deductibles and costs) provided in this Section 2.1(b) shall be no less favorable to the Executive and Executive’s dependants and beneficiaries, any accrued but unpaid vacation paythan the coverage and benefits provided to other salaried employees under PGI’s benefit plans, plus any bonuses earned but unpaid as such plans may be amended from time to time. PGI’s obligation hereunder with respect to fiscal years or other periods ending before the termination date (collectively, the “Accrued Obligations”). Such payments foregoing benefits shall be made limited to the extent that the Executive obtains any such benefits pursuant to a subsequent employer’s benefit plans, in which case PGI may reduce the coverage of any benefits it is required to provide the Executive hereunder so long as the aggregate coverage and benefits of the combined benefit plans is no less favorable to the Executive within than the time period coverages and benefits required by to be provided hereunder. This Section 2.1(b) shall not be interpreted so as to limit any benefits to which the Executive, Executive’s dependants or beneficiaries may otherwise be entitled under any of PGI’s employee benefit plans, programs or practices following the termination of employment of the Executive, including without limitation, any applicable retiree life insurance benefits. Except as otherwise expressly provided herein, all of Executive’s rights to salary, bonuses, employee benefits and other compensation hereunder which would have accrued or become payable after the termination or expiration of the Term shall cease upon such termination or expiration, other than those expressly required under applicable law (and in all events within sixty (60) days following such as COBRA); provided, that for purposes of determining Executive’s rights under COBRA, the date of involuntary termination)the later to occur of (x) the date of the termination or expiration of the Term or (y) the date of the final payment of any severance payments made pursuant to Section 2.1(b) above, shall be deemed to be the qualifying event for such purpose. The PGI may offset any amounts Executive owes it or its subsidiaries against any amounts it or its subsidiaries owes Executive hereunder. Other than what is provided in this Section 2.1(b) Executive shall also receive not be entitled to any nonforfeitable other salary, compensation or benefits payable to him under the terms of any deferred compensation, incentive or other benefit plans maintained by the Company, payable in accordance with the terms of the applicable plan. If the termination is not (1) a termination for Cause (as defined below), as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason (as defined below) as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”), and except as otherwise provided by Sections 12 and 18, the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to the Executive’s Base Salary as in effect at the time his employment terminates for a period equal to the greater of (a) the remainder of the then current term of this Agreement or (b) twenty-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, if the termination is not (1) a termination for Cause, as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to the following:an Involuntary Termination.

Involuntary Termination. If the Executive experiences an Involuntary Termination prior to the end of the Term, such termination of employment shall be subject to the Corporation’s obligations under this Section 7(a). If such Involuntary Termination occurs, the Corporation shall, as agreed upon liquidated damages, continue to pay or provide to Executive or Executive’s employment is involuntarily terminated beneficiary for the compensation and benefits described in Sections 4 and 5(b) (ii) (but excluding reimbursement of related costs including but not limited to insurance, maintenance, repairs, gasoline and operating expenses which shall be paid by the Company Executive and the Executive shall cause MBFI and/or MB Bank to be a named and covered insured party under the automobile insurance policy), (iii), (iv) and (v) for the remainder of the Term as if such Involuntary Termination had not occurred, provided Executive’s Annual Cash Bonus during calendar year 2007 and 2008 shall be at the Employment Term$300,000 level, the value of the RS Awards described in Section 4(a)(ii) shall be paid in cash on each anniversary of the Effective Date. In addition to the foregoing, in connection with an Involuntary Termination, the Executive shall be entitled to receive his Base (A) any accrued Corporation Salary accrued through the date Date of terminationTermination within 30 days after the Date of Termination, (B) any accrued but unpaid vacation payAnnual Cash Bonus earned by the Executive for the preceding calendar year within the time period set forth in Section 4(b) hereof, plus (C) reimbursement of any bonuses earned but expenses incurred through the Date of Termination in accordance with Section 4(d), (D) all unpaid Deferred Payments and RSUs and (E) all vested benefits and amounts under any plan, program or arrangement, including those referred to in Section 4, 5 or 19 the payment and other rights with respect to fiscal years or other periods ending before which shall be governed by the termination date terms thereof (collectively, the “Accrued ObligationsCompensation”). Such payments shall be made to ) as well as the Executive within the time period required by applicable law (and in all events within sixty (60) days following the date of involuntary termination). The Executive shall also receive any nonforfeitable benefits payable to him under the terms of any deferred compensation, incentive or other benefit plans maintained by the Company, payable in accordance with the terms of the applicable planPost-Employment Health Benefit. If the termination is not (1) a termination for Cause (as defined belowExecutive should die after amounts become payable under this Section 7(a), as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason (as defined below) as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”), and except as otherwise provided by Sections 12 and 18, the Company such amounts shall pay severance to the Executive in accordance with its normal payroll practices, equal thereafter be paid to the Executive’s Base Salary as estate until satisfied in effect at the time his employment terminates for a period equal to the greater of (a) the remainder of the then current term of this Agreement or (b) twenty-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, if the termination is not (1) a termination for Cause, as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to the following:full.

Involuntary Termination. If the Executive’s employment is involuntarily terminated by the Company during without Cause (as defined herein) or if Executive resigns from Executive’s employment for Good Reason (as defined herein) (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of Executive’s death or disability), and provided that such termination constitutes a “separation from service” as defined in Treasury Regulation Section 1.409A-1(h) (“Separation”) and Executive signs and does not revoke a general release of all claims in the Employment Termform prescribed by the Company (a “Release”) and such Release becomes effective within fifty-five (55) days of Executive’s Separation (the “Deadline”), then, subject to Section 7(f) below and in addition to the Accrued Obligations, Executive shall be entitled to receive his receive: (i) two (2) years of Base Salary accrued through the date of terminationSalary, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods ending before the termination date (collectively, the “Accrued Obligations”). Such payments which shall be made to paid in twenty-four (24) equal monthly installments, commencing on the Executive within Company’s first normal payroll date that occurs on or after the time period required by applicable law Deadline (and in all events within sixty (60) days after the Separation); (ii) any unvested portion of any options, restricted stock or other equity or equity-based awards granted by the Company to the Executive under any stock option and stock incentive plans of the Company or otherwise will, to the extent outstanding immediately prior to such termination of employment, immediately vest and become exercisable (and, in the case of options or similar rights, such rights will remain exercisable for a period of not less than two (2) years following the date of involuntary terminationExecutive’s Separation (except with respect to any options granted pursuant to a plan intended to qualify under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”). The Executive shall also receive any nonforfeitable benefits payable ), subject to him under the terms of any deferred compensation, incentive or other benefit plans maintained by the Company, payable in accordance with the terms of the applicable plan. If plan and award agreement regarding the termination is not maximum term of the award and the Company’s ability to terminate or settle the award in connection with a change in control or similar event as prescribed in the applicable plan or award agreement); (iii) the Company shall reimburse Executive for monthly premiums paid to continue Executive’s (and, if applicable, Executive’s eligible spouse and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) for two (2) years from the date that Executive (and, if applicable, Executive’s eligible spouse and dependents) lose health care coverage as an employee under the Company’s health plans until the earlier of: (1) a termination for Cause date two (2) years after the date health care coverage is lost as defined below), as described in Section 5(c)an employee; or (2) a voluntary termination by date on which the Executive without Good Reason is covered under the medical plan of another employer, which does not exclude pre-existing conditions; and (as defined belowiv) as described in Section 5(d); (3) a termination as a result of the Company shall continue to pay premiums to maintain any life insurance for Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then subject to compliance with the restrictive covenants in Section 9 existing and Section 10 and the execution and timely return by the Executive of a release of claims in a form and substance reasonably requested paid for by the Company (as of the “Release”), and except as otherwise provided by Sections 12 and 18, the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to the date of Executive’s Base Salary as in effect at the time his employment terminates Separation, for a period equal to the greater of two (a2) the remainder of the then current term of this Agreement or (b) twenty-four (24) monthsyears following Executive’s Separation, which payments shall be made on each regularly scheduled due date for such payments beginning with the first payment regularly scheduled due date that occurs on the first payroll date or after the revocation period for the Release has expired; provided, that if the Deadline (with any payments due prior to such time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, if the termination is not (1) a termination for Cause, as described in Section 5(cbeing made on such date); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to the following:.

Involuntary Termination. The Board of Directors may terminate the Employee’s employment at any time, but, except in the case of Termination for Cause, termination of employment shall not prejudice the Employee’s right to compensation or other benefits under this Agreement. In the event of Involuntary Termination other than concurrently with or after a Change in Control as set forth in the Change of Control Agreement designated in Exhibit A, (1) the Bank shall pay to the Employee during the remaining term of this Agreement, the Employee’s salary at the rate in effect immediately prior to the Involuntary Termination, payable in such manner and at such times as such salary would have been payable to the Employee under Section 4 if the Employee had continued to be employed by the Bank, and (2) the Bank shall provide to the Employee during the remaining term of this Agreement substantially the same benefits as the Bank maintained for its executive officers immediately prior to the Involuntary Termination, including Bank-paid dependent medical and dental coverage, provided that if either the Bank is unable to provide such insurance coverage in-kind or the continuation of such insurance coverage would trigger excise taxes under Section 4980D of the Code, then the Bank shall make a lump sum cash payment to the Employee equal to the projected cost of providing such insurance coverage for the remaining term of this Agreement, with the projected cost to be based on the costs being incurred immediately prior to the Involuntary Termination as increased by 10% on each scheduled renewal date. If the ExecutiveEmployee is a “Specified Employee” (as defined in Section 409A of the Code) at 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 (as defined in Treasury Regulation §1.409A-1(b)(9)(iii)), and as such constitute deferred compensation under Section 409A of the Code, shall not be paid until the 185th day following the Employee’s employment is involuntarily terminated by the Company during the Employment TermSeparation from Service, the Executive shall be entitled to receive or his Base Salary accrued through the date of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods ending before the termination date earlier death (collectively, the “Accrued ObligationsDelayed Distribution Date”). Such Any payments deferred because of the preceding sentence shall be made to accumulated without interest and paid with the Executive within the time period required by applicable law (and in all events within sixty (60) days following the date of involuntary termination). The Executive shall also receive any nonforfeitable benefits payable to him under the terms of any deferred compensation, incentive or other benefit plans maintained by the Company, first payment that is payable in accordance with the terms preceding sentence and Section 409A of the applicable planCode. If To the termination is not (1) a termination for Cause (as defined below), as described in extent permitted by Section 5(c); (2) a voluntary termination by the Executive without Good Reason (as defined below) as described in Section 5(d); (3) a termination as a result 409A of the Executive’s death or Disability (as defined below); or (4Code, amounts payable under this Section 7(a) a termination due to non-renewal of the then current term as described in Section 5(e), then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”), and except as otherwise provided by Sections 12 and 18, the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to the Executive’s Base Salary as in effect at the time his employment terminates for a period equal to the greater of (a) the remainder of the then current term of this Agreement or (b) twenty-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, if the termination is not (1) a termination for Cause, as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive which are considered deferred compensation shall be entitled to the following:treated as payable after amounts which are not considered deferred compensation.

Involuntary Termination. The Board of Directors may terminate the Employee's employment at any time, but, except in the case of Termination for Cause, termination of employment shall not prejudice the Employee's right to compensation or other benefits under this Agreement. In the event of Involuntary Termination other than in connection with or within twelve (12) months after a Change in Control, (1) the Bank shall pay to the Employee during the remaining term of this Agreement, the Employee's salary at the rate in effect immediately prior to the Date of Termination, payable in such manner and at such times as such salary would have been payable to the Employee under Section 4 if the Employee had continued to be employed by the Bank, and (2) the Bank shall provide to the Employee during the remaining term of this Agreement substantially the same benefits as the Bank maintained for its executive officers immediately prior to the Date of Termination, including Bank-paid dependent medical and dental coverage. No payment shall be made under this Section 7(a) unless the Employee’s termination of employment qualifies as a “Separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for in the Section 409A regulations). If the Executive’s employment Employee is involuntarily terminated by a “Specified Employee” (as defined in Section 409A) at the Company during time of his Separation from Service, then payments under this Section 7(a) which are not considered paid on account of an involuntary separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as such constitute deferred compensation under Section 409A, shall not be paid until the Employment Term185th day following the Employee=s Separation from Service, the Executive shall be entitled to receive or his Base Salary accrued through the date of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods ending before the termination date earlier death (collectively, the “Accrued ObligationsDelayed Distribution Date”). Such Any payments deferred on account of the preceding sentence shall be made to accumulated without interest and paid with the Executive within the time period required by applicable law (and in all events within sixty (60) days following the date of involuntary termination). The Executive shall also receive any nonforfeitable benefits payable to him under the terms of any deferred compensation, incentive or other benefit plans maintained by the Company, first payment that is payable in accordance with the terms of the applicable plan. If the termination is not (1) a termination for Cause (as defined below), as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason (as defined below) as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then subject to compliance with the restrictive covenants in Section 9 preceding sentence and Section 10 and 409A. To the execution and timely return extent permitted by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”)Section 409A, and except as otherwise provided by Sections 12 and 18, the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to the Executive’s Base Salary as in effect at the time his employment terminates for a period equal to the greater of (aamounts payable under this Section 7(a) the remainder of the then current term of this Agreement or (b) twenty-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, if the termination is not (1) a termination for Cause, as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive which are considered deferred compensation shall be entitled to the following:treated as payable after amounts which are not considered deferred compensation.

Involuntary Termination. If The Board of Directors may, without cause, terminate the Executive’s Employee's employment is involuntarily terminated by at any time, but, except in the Company case of Termination for Cause, termination of employment shall not prejudice the Employee's Timberland Employment Agreement - 6 right to compensation or other benefits under this Agreement. In the event of Involuntary Termination other than after a Change in Control which occurs during the Employment Term, the Executive shall be entitled to receive his Base Salary accrued through the date term of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods ending before the termination date (collectively, the “Accrued Obligations”). Such payments shall be made to the Executive within the time period required by applicable law (and in all events within sixty (60) days following the date of involuntary termination). The Executive shall also receive any nonforfeitable benefits payable to him under the terms of any deferred compensation, incentive or other benefit plans maintained by the Company, payable in accordance with the terms of the applicable plan. If the termination is not (1) a termination for Cause (as defined below), as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason (as defined below) as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”), and except as otherwise provided by Sections 12 and 18this Agreement, the Company and the Bank jointly shall pay severance (i) if the Involuntary Termination occurs prior to the Executive in accordance with its normal payroll practicesfirst anniversary of the Effective Date, pay to the employee a lump sum severance amount equal to the Executiveone year’s Base Salary as in effect at the time his employment terminates for a period equal immediately prior to the greater Date of Termination, including the pro rata portion of any incentive award that would have been payable to the Employee under Section 4(b) of this Agreement had the Employee continued to be employed by the Company and the Bank, or (aii) if the remainder Involuntary Termination occurs after the first anniversary of this Effective Date, pay to the then current Employee during the remaining term of this Agreement or the Salary at the rate in effect immediately prior to the Date of Termination, and (biii) twentyprovide 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-four term disability insurance (24if any) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the time period for returning Employee had not suffered Involuntary Termination, on terms substantially as favorable to the Employee, including amounts of coverage and revoking deductibles and other costs to him, as if he had not suffered Involuntary Termination. Notwithstanding the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In additionforegoing, if the termination is 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 (1) a termination for Causeand as such considered deferred compensation), as described in then the final payment that could be made without causing the payments to be considered deferred compensation under Section 5(c); (2) a voluntary termination by 409A shall include the Executive without Good Reason as described in Section 5(d); (3) a termination as a result present value of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal remaining payments, with such present value determined using the applicable discount rate used for purposes of determining present value under Section 280G of the then current term Code, with such rate being determined as described in Section 5(e), then, subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, date the Executive shall final payment would be entitled to the following:made.