Common use of Termination Benefits Clause in Contracts

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the voluntary or involuntary termination of Executive's employment, other than for Termination for Cause, the Bank and the Company shall pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to three (3) times the average annual base salary paid to Executive for the three (3) years immediately preceding Executive's termination. In the event the Executive has not been employed by the Bank or Holding Company during all or part of the three immediately preceding years, the annual base salary paid to Executive for such periods shall, for purposes of this Section 3, be deemed to be equal to the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%). At the discretion of Executive, upon an election pursuant to Section 3(e) hereof, such payment may be made in a lump sum immediately upon severance of Executive's employment or paid, on a pro rata basis, semi-monthly during the thirty-six (36) months following the Executive's termination. (b) Upon the occurrence of a Change in Control of the Bank or the Company followed at any time during the term of this Agreement by Executive's voluntary or involuntary termination of employment, other than for Termination for Cause, the Bank shall cause to be continued life, health and disability coverage substantially identical to the coverage maintained by the Bank for Executive prior to his severance. Such coverage shall cease upon the earlier of Executive's obtaining similar coverage by another employer or twelve (12) months from the date of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period of twelve (12) months. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs of this Section 3, in the event that: (i) the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") would be deemed to include an "excess parachute payment" under Section 280G of the Internal Revenue Code of 1986 (the "Code") or any successor thereto, and (ii) if such Termination Benefits were reduced to an amount (the "Non- Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount", as determined in accordance with said Section 280G, and the Non- Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus the amount of tax required to be paid by Executive thereon by Section 4999 of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have received.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the voluntary or involuntary termination of Executive's employment, employment (other than for Termination for Cause), or voluntary termination during the term of this Agreement as provided by Section 2(a) of this Agreement, the Bank and the Holding Company shall be obligated to pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to three (3) times the Executive's average annual base salary paid to Executive compensation for the three (3) five most recent taxable years immediately preceding Executive's termination. In the event the that Executive has not been employed by the Bank or Holding Company during all or part such lesser number of years in the three immediately preceding event that Executive shall have been employed by the Holding Company for less than five years. For this purpose, the such annual compensation shall include base salary and any other taxable income, including, but not limited to, amounts related to the granting, vesting or exercise of restricted stock or stock option awards, commissions, bonuses, pension and profit sharing plan contributions or benefits (whether or not taxable), severance payments, retirement benefits, and fringe benefits paid or to be paid to Executive or paid for such periods shall, for purposes of this Section 3, be deemed to be equal to the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%)benefit during any such year. At the discretion election of Executive, upon an which election pursuant is to Section 3(e) hereofbe made prior to a Change in Control, such payment may shall be made in a lump sum immediately upon severance of Executive's employment or paid, on an annual basis in approximately equal installments over a pro rata basis, semi-monthly during the thirty-six three (363) months following the Executive's terminationyear period. (b) Upon the occurrence of a Change in Control of the Bank Institution or the Holding Company followed at any time during the term of this Agreement by Executive's voluntary or involuntary termination of employmentemployment in accordance with paragraph (a) of this Section 3, other than for Termination for Cause, the Bank Holding Company shall cause to be continued life, health medical and disability coverage substantially identical to the coverage maintained by the Bank Institution or Holding Company for Executive prior to his severance, except to the extent such coverage may be changed in its application to all Institution or Holding Company employees on a nondiscriminatory basis. Such coverage and payments shall cease upon the earlier expiration of Executive's obtaining similar coverage by another employer or twelve thirty-six (1236) full calendar months from the date Date of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period of twelve (12) monthsTermination. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs of this Section 3, in the event that: (i) the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") would be deemed to include an "excess parachute payment" under Section 280G of the Internal Revenue Code of 1986 (the "Code") or any successor thereto, and (ii) if such Termination Benefits were reduced to an amount (the "Non- Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount", as determined in accordance with said Section 280G, and the Non- Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus the amount of tax required to be paid by Executive thereon by Section 4999 of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have received.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the voluntary or involuntary termination of Executive's employment, other than for Termination for Cause, the Bank and the Holding Company shall pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to three (3) times the average annual base salary paid to Executive for the three (3) years immediately preceding Executive's termination. In the event the Executive has not been employed by the Bank or Holding Company during all or part of the three immediately preceding years, the annual base salary paid to Executive for such periods shall, for purposes of this Section 3, be deemed to be equal to the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%). At the discretion of the Executive, upon an election pursuant to Section 3(e) hereof, such payment may be made in a lump sum immediately upon severance of Executive's employment or paid, on a pro rata basis, semi-monthly during the thirty-six (36) months following the Executive's termination. (b) Upon the occurrence of a Change in Control of the Bank or the Holding Company followed at any time during the term of this Agreement by Executive's voluntary or involuntary termination of employment, other than for Termination for Cause, the Bank Holding Company shall cause to be continued life, health and disability coverage substantially identical to the coverage maintained by the Bank for Executive prior to his severance. Such coverage shall cease upon the earlier of Executive's obtaining similar coverage by another employer or twelve (12) months from the date of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank Holding Company shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period of twelve (12) months. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Holding Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon the occurrence of a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs of this Section 3, in the event that: (i) the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") would be deemed to include an "excess parachute payment" under Section 280G of the Internal Revenue Code of 1986 (the "Code") or any successor thereto, and (ii) if such Termination Benefits were reduced to an amount (the "Non- Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount", as determined in accordance with said Section 280G, and the Non- Non-Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus the amount of tax required to be paid by Executive thereon by Section 4999 of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Holding Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have received.

Termination Benefits. (a) Upon a. If, on or after the occurrence effective date of a Change in Control, followed at any time during the term of this Agreement by the voluntary Executive’s employment is voluntarily (in accordance with Section 2b.) or involuntary termination of Executive's employment, involuntarily terminated (other than for Termination for Cause) during the remaining term of the Agreement, the Bank and provided that such termination of employment is a “Separation from Service” as defined in Code Section 409A and the Company regulations thereunder, Executive shall pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, receive: i. a lump sum cash payment equal to three (3) times the average annual Executive’s base salary paid to Executive for the three (3) years immediately preceding Executive's termination. In the event the Executive has not been employed by the Bank or Holding Company during all or part as of the three immediately preceding years, the annual base salary paid to Executive for such periods shall, for purposes termination date. Such payment shall be made not later than ten (10) calendar days following Executive’s termination of employment under this Section 3, unless Executive is a “Specified Employee” as defined in Code Section 409A and the regulations thereunder, in which case, solely to the extent necessary to avoid penalties under Code Section 409A, such payment shall be delayed until the first day of the seventh month following the Executive’s Separation from Service. ii. Continued benefit coverage under all group life insurance and non-taxable medical and dental insurance plans in which Executive participated as of the date of the Change in Control (collectively, the “Employee Benefit Plans”) for a period of thirty-six months following Executive’s termination of employment. Said coverage shall be provided under the same terms and conditions in effect on the date of Executive’s termination of employment. Solely for purposes of benefit continuation under the Employee Benefit Plans, Executive shall be deemed to be equal an active employee. To the extent that the Bank cannot provide any benefits required under this Section 3a. under the terms of the Employee Benefit Plans, the Bank shall enter into alternative arrangements that will provide Executive with coverage that is substantially similar to the Executive's initial base salary upon commencing employment adjusted coverage provided to reflect assumed annual base salary increases of ten percent (10%). At the discretion of Executive, upon an election pursuant to Section 3(e) hereof, such payment may be made in a lump sum immediately upon severance of Executive's employment or paid, on a pro rata basis, semi-monthly during the thirty-six (36) months following the Executive's termination. (b) Upon the occurrence of a Change in Control of Executive by the Bank or the Company followed at any time during the term of this Agreement by Executive's voluntary or involuntary prior to his termination of employment, other than for Termination for Cause, the Bank shall cause subject to be continued life, health and disability coverage substantially identical to the coverage maintained by the Bank for Executive prior to his severance. Such coverage shall cease upon the earlier any applicable limitations of Executive's obtaining similar coverage by another employer or twelve (12) months from the date of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period of twelve (12) months.Code Section 409A. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or b. Notwithstanding any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs contrary provisions of this Section 3, in the no event that: (i) shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "“Termination Benefits"”) would be deemed to include constitute an "“excess parachute payment" ” under Section 280G of the Internal Revenue Code of 1986 (Code, and to avoid such a result, the "Code") or any successor thereto, and (ii) if such Termination Benefits were reduced will be reduced, if necessary, to an amount (the "Non- Triggering Amount"), the value of which that is one dollar ($1.00) less than an amount equal to three (3) times Executive's "’s “base amount", ,” as determined in accordance with said Section 280G, and the Non- Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus the amount of tax required to be paid by Executive thereon by Section 4999 G of the Code, then the Termination Benefits . The reduction shall be reduced to taken from the Non-Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have received’s cash severance payment.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the voluntary or involuntary termination of Executive's employment, ’s employment (other than for Termination for Cause), or voluntary termination during the term of this Agreement as provided by Section 2(a) of this Agreement, the Bank and the Company Institution shall be obligated to pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to three (3) times the Executive’s average annual base salary paid to Executive compensation for the three (3) five most recent taxable years immediately preceding Executive's termination. In the event the that Executive has not been employed by the Bank Institution or Holding Company during all or part such lesser number of years in the three immediately preceding event that Executive shall have been employed by the Institution for less than five years. For this purpose, the such annual compensation shall include base salary and any other taxable income, including, but not limited to, amounts related to the granting, vesting or exercise of restricted stock or stock option awards, commissions, bonuses, pension and profit sharing plan contributions or benefits (whether or not taxable), severance payments, retirement benefits, and fringe benefits paid or to be paid to Executive or paid for Executive’s benefit during any such periods shall, for purposes of this Section 3, be deemed to be equal to the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%)year. At the discretion election of Executive, upon an which election pursuant is to Section 3(e) hereofbe made prior to a Change in Control, such payment may shall be made in a lump sum immediately upon severance of Executive's employment or paid, on an annual basis in approximately equal installments over a pro rata basis, semi-monthly during the thirty-six three (363) months following the Executive's terminationyear period. (b) Upon the occurrence of a Change in Control of the Bank Institution or the Holding Company followed at any time during the term of this Agreement by Executive's ’s voluntary or involuntary termination of employmentemployment in accordance with paragraph (a) of this Section 3, other than for Termination for Cause, the Bank Institution shall cause to be continued life, health medical and disability coverage substantially identical to the coverage maintained by the Bank Institution for Executive prior to his severance, except to the extent such coverage may be changed in its application to all employees on a nondiscriminatory basis. Such coverage and payments shall cease upon the earlier expiration of Executive's obtaining similar coverage by another employer or twelve thirty-six (1236) full calendar months from the date Date of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period of twelve (12) monthsTermination. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs provisions of this Section 3, in the no event that: (i) shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "“Termination Benefits"”) would be deemed to include constitute an "“excess parachute payment" ” under Section 280G of the Internal Revenue Code of 1986 (the "Code") 1986, as amended, or any successor thereto, and (ii) if and in order to avoid such a result, Termination Benefits were reduced will be reduced, if necessary, to an amount (the "Non- “Non-Triggering Amount"”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "’s “base amount", ,” as determined in accordance with said Section 280G, and the Non- Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus the amount of tax required to be paid by Executive thereon by Section 4999 of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amount. 280G. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have received.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the voluntary or involuntary termination of Executive's ’s employment, other than for Termination for Cause, the Bank and the Company shall pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to three (3) times the average annual base salary paid to Executive for the three (3) years immediately preceding Executive's ’s termination. In the event the Executive has not been employed by the Bank or Holding Company during all or part of the three immediately preceding years, the annual base salary paid to Executive for such periods shall, for purposes of this Section 3, be deemed to be equal to the Executive's ’s initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%). At the discretion of Executive, upon an election pursuant to Section 3(e) hereof, such payment may be made in a lump sum immediately upon severance of Executive's ’s employment or paid, on a pro rata basis, semi-monthly during the thirty-six (36) months following the Executive's ’s termination. (b) Upon the occurrence of a Change in Control of the Bank or the Company followed at any time during the term of this Agreement by Executive's ’s voluntary or involuntary termination of employment, other than for Termination for Cause, the Bank shall cause to be continued life, health and disability coverage substantially identical to the coverage maintained by the Bank for Executive prior to his severance. Such coverage shall cease upon the earlier of Executive's ’s obtaining similar coverage by another employer or twelve (12) months from the date of Executive's ’s termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period of twelve (12) months. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's ’s Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's ’s Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs of this Section 3, in the event that: (i) the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "“Termination Benefits"”) would be deemed to include an "“excess parachute payment" ” under Section 280G of the Internal Revenue Code of 1986 (the "“Code"”) or any successor thereto, and (ii) if such Termination Benefits were reduced to an amount (the "“Non- Triggering Amount"”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "’s “base amount"”, as determined in accordance with said Section 280G, and the Non- Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus the amount of tax required to be paid by Executive thereon by Section 4999 of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have received.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the voluntary or involuntary termination of Executive's ’s employment, other than for Termination for Cause, the Bank and the Holding Company shall pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to three (3) times the average annual base salary paid to Executive for the three (3) years immediately preceding Executive's ’s termination. In the event the Executive has not been employed by the Bank or Holding Company during all or part of the three immediately preceding years, the annual base salary paid to Executive for such periods shall, for purposes of this Section 3, be deemed to be equal to the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%). At the discretion of the Executive, upon an election pursuant to Section 3(e) hereof, such payment may be made in a lump sum immediately upon severance of Executive's ’s employment or paid, on a pro rata basis, semi-monthly during the thirty-six (36) months following the Executive's ’s termination. (b) Upon the occurrence of a Change in Control of the Bank or the Holding Company followed at any time during the term of this Agreement by Executive's ’s voluntary or involuntary termination of employment, other than for Termination for Cause, the Bank Holding Company shall cause to be continued life, health and disability coverage substantially identical to the coverage maintained by the Bank for Executive prior to his severance. Such coverage shall cease upon the earlier of Executive's ’s obtaining similar coverage by another employer or twelve (12) months from the date of Executive's ’s termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank Holding Company shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period of twelve (12) months. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Holding Company's ’s Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon the occurrence of a Change in Control, the Executive will be entitled to the benefits under the Bank's ’s Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs of this Section 3, in the event that: (i) the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "“Termination Benefits"”) would be deemed to include an "“excess parachute payment" ” under Section 280G of the Internal Revenue Code of 1986 (the "“Code"”) or any successor thereto, and (ii) if such Termination Benefits were reduced to an amount (the "Non- “Non-Triggering Amount"”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "’s “base amount"”, as determined in accordance with said Section 280G, and the Non- Non-Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus the amount of tax required to be paid by Executive thereon by Section 4999 of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Holding Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have received.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the voluntary or involuntary termination of the Executive's employmentemployment due to: (1) Executive's dismissal or (2) Executive's voluntary termination pursuant to Section 2(a), other than for unless such termination is due to Termination for Cause, the Bank Association and the Holding Company shall pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to three (3) times the Executive's average annual base salary compensation for the five most recent taxable years that Executive has been employed by the Association or such lesser number of years in the event that Executive shall have been employed by the Association for less than five years. Such average annual compensation shall include Base Salary, commissions, bonuses, contributions on Executive's behalf to any pension and/or profit sharing plan, severance payments, retirement payments, directors or committee fees, fringe benefits paid or to be paid to the Executive in any such year and payment of any expense items without accountability or business purpose or that do not meet the Internal Revenue Service requirements for deductibility by the Association; provided however, that any payment under this provision and subsection 3(b) below shall not exceed three (3) years immediately preceding Executive's termination. In the event the Executive has not been employed by the Bank or Holding Company during all or part of the three immediately preceding years, the annual base salary paid to Executive for such periods shall, for purposes of this Section 3, be deemed to be equal to times the Executive's initial base salary upon commencing employment adjusted to reflect assumed average annual base salary increases of ten percent (10%)compensation. At the discretion election of Executive, upon an which election pursuant is to Section 3(e) hereofbe made prior to a Change in Control, such payment may shall be made in a lump sum immediately upon severance of Executive's employment or paidsum. In the event that no election is made, payment to Executive will be made on a pro rata basis, semi-monthly basis in approximately equal installments during the thirty-six (36) months following the Executive's terminationremaining term of this Agreement. (b) Upon the occurrence of a Change in Control of the Bank Association or the Holding Company followed at any time during the term of this Agreement by Executive's voluntary or involuntary termination of employment, other than for Termination for Cause, the Bank Association shall cause to be continued life, health medical and disability coverage substantially identical to the coverage maintained by the Bank Association or Holding Company for Executive prior to his severance, except to the extent such coverage may be changed in its application to all Association or Holding Company employees on a nondiscriminatory basis. Such coverage and payments shall cease upon the earlier expiration of Executive's obtaining similar coverage by another employer or twelve thirty-six (1236) full calendar months from the date Date of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period of twelve (12) monthsTermination. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs of this Section 3, in the no event that: (i) shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") would be deemed to include constitute an "excess parachute payment" under Section 280G of the Internal Revenue Code of 1986 (the "Code") or any successor thereto, and (ii) if and in order to avoid such a result Termination Benefits were reduced will be reduced, if necessary, to an amount (the "Non- Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount", ," as determined in accordance with said Section 280G, and the Non- Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus the amount of tax required to be paid by Executive thereon by Section 4999 of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amount. 280G. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have received.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the voluntary or involuntary termination of the Executive's employmentemployment due to: (1) Executive's dismissal or (2) Executive's voluntary termination pursuant to Section 2(a), other than for unless such termination is due to Termination for Cause, the Bank and the Holding Company shall pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to three (3) times the Executive's average annual base salary paid to Executive compensation for the three (3) five most recent taxable years immediately preceding Executive's termination. In the event the that Executive has not been employed by the Bank or Holding Company during all or part such lesser number of years in the three immediately preceding event that Executive shall have been employed by the Bank for less than five years, the such average annual base salary compensation shall include any bonuses, and any other compensation paid or to be paid to Executive for in any such periods shallyear, for purposes the amount of this Section 3, be deemed benefits paid or accrued to Executive pursuant to any employee benefit plan maintained by the Bank or Holding Company in any such year and the amount of any contributions made or to be equal made on behalf of Executive pursuant to any employee benefit plan maintained by the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%)Bank or the Holding Company in any such year. At the discretion election of Executive, upon an which election pursuant is to Section 3(e) hereofbe made prior to a Change in Control, such payment may shall be made in a lump sum immediately upon severance of Executive's employment or paidsum. In the event that no election is made, payment to Executive will be made on a pro rata basis, semi-monthly basis in approximately equal installments during the thirty-six (36) months following the Executive's terminationremaining term of this Agreement. (b) Upon the occurrence of a Change in Control of the Bank or the Holding Company followed at any time during the term of this Agreement by Executive's voluntary or involuntary termination of employment, other than for Termination for Cause, the Bank shall cause to be continued life, health medical and disability coverage substantially identical to the coverage maintained by the Bank or Holding Company for Executive prior to his severance, except to the extent such coverage may be changed in its application to all Bank or Holding Company employees on a nondiscriminatory basis. Such coverage and payments shall cease upon the earlier expiration of Executive's obtaining similar coverage by another employer or twelve thirty-six (1236) full calendar months from the date Date of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period of twelve (12) monthsTermination. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs of this Section 3, in the event that: (i) the aggregate payments or benefits to be made or afforded to Executive under said paragraphs Executive, which are deemed to be parachute payments as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") or any successor thereof, (the "Termination Benefits") would be deemed to include an "excess parachute payment" under Section 280G of the Internal Revenue Code of 1986 (the "Code") or any successor thereto, ; and (ii) if such Termination Benefits were reduced to an amount (the "Non- Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount", ," as determined in accordance with said Section 280G, G and the Non- Non-Triggering Amount less the product of the marginal rate of any applicable state and federal income tax and the Non Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus (i) the amount of tax required to be paid by the Executive thereon by Section 4999 of the CodeCode and further minus (ii) the product of the Termination Benefits and the marginal rate of any applicable state and federal income tax, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by the Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have received.

Termination Benefits. (ai) Upon In the occurrence event of: (1) an involuntary termination of Executive’s employment by the Company for any reason other than Cause, (2) Executive’s resignation for Good Reason or termination in connection with a Change in of Control, followed (3) Disability or (4) Death, Executive or his or her heirs shall be entitled to payment of all remaining Compensation and Benefits set forth in Sections 2 and 3 for the balance of the Initial Term, or Renewal Term(s) if applicable, in a single lump sum cash payment on the sixtieth (60th) day following Executive’s Termination Date. In addition, for a period of up to eighteen (18) months following Executive’s Termination Date, Executive and where applicable, Executive’s spouse and eligible dependents, will continue to be eligible to receive medical coverage under the Company’s medical plans in accordance with the terms of the applicable plan documents; provided, that in order to receive such continued coverage at such rates, Executive will be required to pay the applicable premiums to the plan provider, and the Company will reimburse the Executive, within 60 days following the date such monthly premium payment is due, an amount equal to the monthly COBRA premium payment, less applicable tax withholdings. Notwithstanding the foregoing, if Executive obtains full-time employment during this eighteen (18) month period that entitles him and his spouse and eligible dependents to comprehensive medical coverage, Executive must notify the Company and no further reimbursements will be paid by the Company to the Executive pursuant to this subsection. In addition, if Executive does not pay the applicable monthly COBRA premium for a particular month at any time during the term of this Agreement eighteen (18) month period and coverage is lost as a result, no further reimbursements will be paid by the voluntary or involuntary termination Company to the Executive pursuant to this subsection. Notwithstanding the above, if the Company determines in its sole discretion that it cannot provide the foregoing COBRA benefits without potentially violating applicable law (including, without limitation, Section 2716 of Executive's employmentthe Public Health Service Act), other than for Termination for Cause, the Bank and the Company shall pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to three (3) times the average annual base salary paid lieu thereof provide to Executive for the three (3) years immediately preceding Executive's termination. In the event the Executive has not been employed by the Bank or Holding Company during all or part of the three immediately preceding years, the annual base salary paid to Executive for such periods shall, for purposes of this Section 3, be deemed to be equal to the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%). At the discretion of Executive, upon an election pursuant to Section 3(e) hereof, such a taxable lump-sum payment may be made in a lump sum immediately upon severance of Executive's employment or paid, on a pro rata basis, semi-monthly during the thirty-six (36) months following the Executive's termination. (b) Upon the occurrence of a Change in Control of the Bank or the Company followed at any time during the term of this Agreement by Executive's voluntary or involuntary termination of employment, other than for Termination for Cause, the Bank shall cause to be continued life, health and disability coverage substantially identical to the coverage maintained by the Bank for Executive prior to his severance. Such coverage shall cease upon the earlier of Executive's obtaining similar coverage by another employer or twelve (12) months from the date of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period of twelve (12) months. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs of this Section 3, in the event that: (i) the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") would be deemed to include an "excess parachute payment" under Section 280G of the Internal Revenue Code of 1986 (the "Code") or any successor thereto, and (ii) if such Termination Benefits were reduced to an amount (the "Non- Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount", as determined in accordance with said Section 280G, and the Non- Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus the amount of tax required to be paid by Executive thereon by Section 4999 of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value monthly (or then remaining) COBRA premium that Executive would be required to pay to continue his group health coverage in effect on the Termination Date (which amount shall be based on the premium for the first month of COBRA coverage). With respect to any outstanding Company stock or stock options held by or entitled to be issued to the Executive as of his or her Termination Date that are not vested and exercisable as of such date, the Company shall accelerate the vesting of that portion of the payments Executive’s stock options, if any, which would have vested and become exercisable during the term, such options (as well as any outstanding stock options that previously became vested and exercisable) to remain exercisable, notwithstanding anything in any other agreement governing such options, until the earlier of a period of one year after the Executive’s Termination Date, or benefits in excess the original term of the Non-Triggering Amount he is so deemed to have receivedoption. Except as provided in this Section, any portion of Executive’s outstanding stock options that are not vested and exercisable as of Executive’s Termination Date shall terminate.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the voluntary or involuntary termination of the Executive's employment, other than for Termination for Cause, the Savings Bank and the Company shall pay the Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to three (3) times the average annual base salary paid to Executive for the three (3) years immediately preceding Executive's termination. In the event the Executive has not been employed by the Bank or Holding Company during all or part of the three immediately preceding years' base salary, including bonuses and any other cash or deferred compensation paid, or to be paid, to the annual base salary paid to Executive for such periods shall, for purposes of this Section 3, be deemed years and such benefits as are otherwise payable to be equal to the Executive's initial base salary Executive under such plans upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%)a Change in Control. At the discretion election of Executive, upon an election pursuant to Section 3(e) hereof, the Executive such payment may be made in a lump sum immediately upon severance of Executive's employment or paid, on a pro rata basis, semi-paid in equal monthly installments during the thirty-six twelve (3612) months following the Executive's termination. In the event that no election is made, payment to the Executive will be made on a monthly basis during the remaining term of this Agreement. (b) Upon the occurrence of a Change in Control of the Savings Bank or the Holding Company followed at any time during the term of this Agreement by the Executive's voluntary or involuntary termination of employment, other than for Termination for Cause, the Savings Bank shall cause to be be continued life, health medical, dental and disability coverage substantially identical to the coverage maintained by the Savings Bank for the Executive prior to his severance. Such coverage and payments shall cease upon the earlier expiration of Executive's obtaining similar coverage by another employer or twelve thirty-six (12) months from the date of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period of twelve (1236) months. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in shall be entitled to receive benefits due him under, or contributed by the Company's Incentive Stock Option Plan Bank on his behalf pursuant to any retirement, incentive, profit sharing, bonus, performance, disability or any other employee benefit plan with respect maintained by the Bank on the Executive's behalf to options and the extent that such other rights as may have been granted benefits are not otherwise paid to the Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sectionsseparate provision of this Agreement. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs of this Section 3, in the event that: (i) : the aggregate payments or benefits to be made or afforded to the Executive under said paragraphs (the "Termination Benefits") would be deemed to include an "excess parachute payment" under Section 280G of the Internal Revenue Code of 1986 (the "Code") or any successor thereto, and (ii) and if such Termination Benefits were reduced to an amount (the "Non- Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount", " as determined in accordance with said Section 280G, and the Non- Non-Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus the amount of tax required to be paid by the Executive thereon by Section 4999 of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by the Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have received.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the voluntary or involuntary termination of Executive's employment, other than for Termination for Cause, the Bank and the Holding Company shall be obligated to pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to three two (32) times the Executive's average annual base salary paid to Executive compensation for the three (3) five most recent taxable years immediately preceding Executive's termination. In the event the that Executive has not been employed by the Bank or Holding Company during all such lesser number of years in the event that Executive shall have been employed by the Bank for less than five years. Such annual compensation shall include Base Salary, commissions, bonuses, contributions on behalf of Executive to any pension and profit sharing plan, severance payments, director or part of the three immediately preceding years, the annual base salary committee fees and fringe benefits paid or to be paid to the Executive for during such periods shall, for purposes of this Section 3, be deemed to be equal to the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%)years. At the discretion election of Executive, upon an Executive which election pursuant is to Section 3(e) hereofbe made prior to a Change in Control, such payment may shall be made in a lump sum immediately upon severance of Executive's employment or paidsum. In the event that no election is made, payment to Executive will be made on a pro rata basis, semi-monthly basis in approximately equal installments during the thirty-six (36) months following the Executive's terminationremaining term of this Agreement. (b) Upon the occurrence of a Change in Control of the Bank or the Holding Company followed at any time during the term of this Agreement by Executive's voluntary or involuntary termination of employment, other than for Termination for Cause, the Bank Holding Company shall cause to be continued life, health medical and disability coverage substantially identical to the coverage maintained by the Bank for Executive prior to his severance, except to the extent such coverage may be changed in its application to all Bank employees. Such coverage and payments shall cease upon expiration of twenty-four (24) full calendar months following the earlier Date of Executive's obtaining similar coverage by another employer or twelve (12) months from the date of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period of twelve (12) monthsTermination. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs of this Section 3, in the event that: (i) the aggregate payments or benefits to be made or afforded to Executive under said paragraphs Executive, which are deemed to be parachute payments as defined in Section 28OG of the Internal Revenue Code of 1986, as amended (the "Code") or any successor thereof, (the "Termination Benefits") would be deemed to include an "excess parachute payment" under Section 280G 28OG of the Internal Revenue Code of 1986 (the "Code") or any successor thereto, ; and (ii) if such Termination Benefits were reduced to an amount (the "Non- Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount", ," as determined in accordance with said Section 280G, 28OG and the Non- NonTriggering Amount less the product of the marginal rate of any applicable state and federal income tax and the Non Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus (i) the amount of tax required to be paid by the Executive thereon by Section 4999 of the CodeCode and further minus (ii) the product of the Termination Benefits and the marginal rate of any applicable state and federal income tax, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by the Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have received.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the voluntary or involuntary termination of Executive's employment, other than for Termination for Cause, the Bank and the Holding Company shall be obligated to pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to three two (32) times the Executive's average annual base salary compensation for the two preceding taxable years, such annual compensation shall include any bonuses and any other compensation paid or to be paid to Executive for in any such year, the three (3) years immediately preceding Executive's termination. In the event the amount of benefits paid or accrued to Executive has not been employed pursuant to any employee benefit plan maintained by the Bank Association or Holding Company during all in any such year and the amount of any contributions made or part of the three immediately preceding years, the annual base salary paid to Executive for such periods shall, for purposes of this Section 3, be deemed to be equal made on behalf of Executive pursuant to any employee benefit plan maintained by the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%)Association or the Holding Company in any such year. At the discretion election of Executive, upon an Executive which election pursuant is to Section 3(e) hereofbe made prior to a Change in Control, such payment may be made in a lump sum immediately upon severance of Executive's employment or paidsum. In the event that no election is made, payment to Executive will be made on a pro rata basis, semi-monthly basis in approximately equal installments during the thirty-six (36) months following the Executive's terminationremaining term of this Agreement. (b) Upon the occurrence of a Change in Control of the Bank Association or the Holding Company followed at any time during the term of this Agreement by Executive's voluntary or involuntary termination of employment, other than for Termination for Cause, the Bank Holding Company shall cause to be continued life, health medical and disability coverage substantially identical to the coverage maintained by the Bank Association for Executive prior to his severance, except to the extent such coverage may be changed in its application to all Association employees. Such coverage and payments shall cease upon expiration of twenty-four (24 ) full calendar months following the earlier Date of Executive's obtaining similar coverage by another employer or twelve (12) months from the date of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period of twelve (12) monthsTermination. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs provisions of this Section 3, in the event that: (i) the aggregate payments or benefits to be made or afforded to Executive under said paragraphs Executive, which are deemed to be parachute payments as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") or any successor thereof, (the "Termination Benefits") would be deemed to include an "excess parachute payment" under Section 280G of the Internal Revenue Code of 1986 (the "Code") or any successor thereto, ; and (ii) if such Termination Benefits were reduced to an amount (the "Non- Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount", ," as determined in accordance with said Section 280G, G and the Non- Non-Triggering Amount would be greater than the aggregate value of the Termination Benefits (without excluding such reduction) minus the amount of tax required to be paid by the Executive thereon by Section 4999 of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by the Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have received.

Termination Benefits. Upon a termination of Executive’s employment in accordance with Section 3, Executive shall be entitled to receive the following Termination Benefits: (a) Upon A lump sum payment of any accrued but unpaid salary from the occurrence Company through the date Executive’s employment terminates; (b) A lump sum payment of a Change any bonus that has been earned from the Company but which remains unpaid as of Executive’s termination of employment; (c) A lump sum payment of one and one-half times Executive’s annual base salary at the rate in Control, followed at any time during effect on the term date of this Agreement Executive’s termination of employment; (d) Reasonable outplacement services provided by the voluntary or involuntary firm selected by Executive, the cost of which will be paid by the Company; provided, however, that the Company’s obligation under this subsection (d) will not exceed $15,000; (e) A lump sum reimbursement for any expenses Executive incurred on behalf of the Company prior to termination of employment to the extent that such expenses are reimbursable under the Company’s standard reimbursement policies but have not been reimbursed as of Executive’s termination of employment; (f) Continued participation in the “employee welfare benefit plans” (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) in which Executive participates immediately prior to Executive’s date of termination on such terms as are then in effect for eighteen months following the termination of Executive's employment’s employment with the Company and payment by the Company of the entire cost or premium for continued coverage pursuant to Section 4980B of the Code in the Company health plan for a period of eighteen months following Executive’s termination (or such lesser period that Executive is entitled to such continued coverage). In the event that the continued coverage of Executive in any such employee welfare benefit plan or the Company health plan is barred by its terms, other than for Termination for Cause, the Bank and the Company shall pay Executive, for the eighteen months following Executive’s termination (or the remainder of the eighteen month period in which continued coverage is barred) or for such lesser period during which Executive might have been entitled to such continued coverage, the cash equivalent of the portion of the insurance premium charged to the Company for Executive’s participation in such employee welfare benefit plan(s) and/or the entire premium for continued coverage in the event Company’s health plan prior to Executive’s termination plus an additional amount such that after payment of his subsequent deaththe income and employment tax liability on such payment, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum Executive retains an amount equal to three the portion of the insurance premium charged to the Company for Executive’s participation in such employee welfare benefit plan(s) and the entire premium for continued coverage in the Company’s health plan prior to Executive’s termination of employment. (3g) times the average annual base salary paid All stock options and any other stock-based awards outstanding immediately prior to Executive’s termination of employment shall immediately vest and become exercisable by Executive for the three (3) years immediately preceding Executive's termination. In the event the Executive has not been employed by the Bank or Holding Company during all or part remainder of the three immediately preceding yearsterm provided for in the agreement evidencing the stock option or award in which such options or other stock-based awards were granted. Except as provided in Section 20, the annual base salary paid to Executive for such periods shall, for purposes of this Section 3, be deemed to be equal to the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%). At the discretion of Executive, upon an election pursuant to Section 3(e) hereof, such payment may be made Termination Benefits payable in a lump sum immediately upon severance shall be payable within ten days of Executive's employment or paid, on a pro rata basis, semi-monthly during the thirty-six (36) months following the Executive's termination. (b) Upon the occurrence of a Change in Control of the Bank or the Company followed at any time during the term of this Agreement by Executive's voluntary or involuntary ’s termination of employment, employment in accordance with Section 3 and the other than for Termination for Cause, the Bank shall cause to be continued life, health and disability coverage substantially identical to the coverage maintained by the Bank for Executive prior to his severance. Such coverage shall cease upon the earlier of Executive's obtaining similar coverage by another employer or twelve (12) months from the date of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period of twelve (12) months. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts Benefits shall be paid in a lump sum or on a pro rata basis pursuant to such sectionsas described above. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs The payment of this Section 3, in the event that: (i) the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") would be deemed to include an "excess parachute payment" under Section 280G of the Internal Revenue Code of 1986 (the "Code") or any successor thereto, and (ii) if such Termination Benefits were reduced to an amount (the "Non- Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount", as determined in accordance with said Section 280G, and the Non- Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus the amount of tax required to be paid by Executive thereon by Section 4999 of the Code, then the Termination Benefits shall be reduced by amounts required to the Non-Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) withheld for applicable income and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have receivedemployment taxes.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the voluntary or involuntary termination of Executive's ’s employment, other than for Termination for Cause, the Bank and the Holding Company shall be obligated to pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to three two (32) times the Executive’s average annual base salary paid to Executive compensation for the three (3) five most recent taxable years immediately preceding Executive's termination. In the event the that Executive has not been employed by the Bank or Holding Company during all such lesser number of years in the event that Executive shall have been employed by the Bank for less than five years. Such annual compensation shall include Base Salary, commissions, bonuses, contributions on behalf of Executive to any pension and profit sharing plan, severance payments, director or part of the three immediately preceding years, the annual base salary committee fees and fringe benefits paid or to be paid to the Executive for during such periods shall, for purposes of this Section 3, be deemed to be equal to the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%)years. At the discretion election of Executive, upon an Executive which election pursuant is to Section 3(e) hereofbe made prior to a Change in Control, such payment may shall be made in a lump sum immediately upon severance of Executive's employment or paidsum. In the event that no election is made, payment to Executive will be made on a pro rata basis, semi-monthly basis in approximately equal installments during the thirty-six (36) months remaining term of this Agreement. Such payments shall not be reduced in the event Executive obtains other employment following the Executive's terminationtermination of employment. (b) Upon the occurrence of a Change in Control of the Bank or the Holding Company followed at any time during the term of this Agreement by Executive's voluntary or involuntary ’s termination of employment, other than for Termination for Cause, the Bank Holding Company shall cause to be continued life, health medical and disability coverage substantially identical to the coverage maintained by the Bank for Executive prior to his severance, except to the extent such coverage may be changed in its application to all Bank employees. Such coverage and payments shall cease upon expiration of thirty-six (36 ) full calendar months following the earlier Date of Executive's obtaining similar coverage by another employer or twelve (12) months from the date of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period of twelve (12) monthsTermination. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs of this Section 3, in the event that: (i) the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") would be Executive, which are deemed to include an "excess be parachute payment" under payments as defined in Section 280G of the Internal Revenue Code of 1986 1986, as amended (the "“Code"”) or any successor theretothereof, (the “Termination Benefits”) would be deemed to include an “excess parachute payment” under Section 280G of the Code; and (ii) if such Termination Benefits were reduced to an amount (the "Non- “Non-Triggering Amount"”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "’s “base amount", ,” as determined in accordance with said Section 280G, G and the Non- Non-Triggering Amount less the product of the marginal rate of any applicable state and federal income tax and the Non Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus (i) the amount of tax required to be paid by the Executive thereon by Section 4999 of the CodeCode and further minus (ii) the product of the Termination Benefits and the marginal rate of any applicable state and federal income tax, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by the Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have received.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the voluntary or involuntary termination of Executive's employmentemployment as -------------------- described in subsection (a), other than for Termination for Cause(b), the Bank and the Company shall pay Executive, (c) or in the event (d) of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to three (3) times the average annual base salary paid to Executive for the three (3) years immediately preceding Executive's termination. In the event the Executive has not been employed by the Bank or Holding Company during all or part of the three immediately preceding years, the annual base salary paid to Executive for such periods shall, for purposes of this Section 3, Executive shall be deemed entitled to be receive the following Termination Benefits: (a) A lump sum payment in an amount equal to any unpaid Base Pay and accrued leave or vacation pay from the Company and each Related Entity through the Termination Date; (b) A lump sum payment in an amount equal to any unpaid Annual Bonus that has been earned from the Company or any Related Entity for a period ended prior to the Termination Date; (c) A lump sum payment in an amount equal to two (2) times Executive's Base Pay; (d) A lump sum payment in an amount equal to any unreimbursed expenses that Executive incurred on behalf of the Company or a Related Entity prior to the Termination Date to the extent that such expenses are reimbursable under the standard reimbursement policies of the Company or the Related Entity; (e) Acceleration of the vesting and exercisability of all outstanding stock options and stock awards previously granted to the Executive and extension of the period for exercising such stock options until the expiration date of such stock options, notwithstanding the termination of Executive's employment with the Company and all Related Entities and notwithstanding any provisions in such stock options to the contrary. For purposes of the foregoing sentence, the expiration date shall be the expiration date of the stock options that is not based on continuance or termination of the employment of Executive with the Company or any Related Entity; (f) Payment of or reimbursement for any COBRA premiums during the Continuation Period for COBRA coverage elected for the Executive, his or her spouse and his or her dependents for those participating in the Welfare Plans providing health and medical insurance coverage who elect such COBRA coverage at the Termination Date. Executive's initial base salary upon commencing employment adjusted right to reflect assumed annual base salary increases continuation of ten percent (10%). At coverage under the discretion of ExecutiveWelfare Plans providing health and medical insurance coverage, upon an election pursuant to Section 3(e4980B (or any successor section) hereofof the Code, shall commence as of the Termination Date pursuant to the terms of such Welfare Plans. In lieu of the foregoing, if the Executive, his or her spouse and his or her dependents are not participating in the Welfare Plans providing health and medical insurance coverage at the Termination Date and are not entitled to elect such COBRA coverage, but (i) health and medical insurance coverage for the Executive, his or her spouse and his or her dependents (other than pursuant to the Welfare Plans) was in effect before termination of Executive's employment and (ii) the Company or a Related Entity was paying or reimbursing Executive for any premiums on such other health and medical insurance coverage, then Executive shall be entitled to continue to receive payment may be made of or reimbursement for any premiums during the Continuation Period for such other health and medical insurance coverage for the Executive, his or her spouse and his or her dependents; and (g) Continued payment of or reimbursement for any premiums during the Continuation Period on any individual life insurance policies covering the Executive that the Company or any Related Entity paid or reimbursed Executive for during his or her employment with the Company or any Related Entity. Termination Benefits payable in a lump sum immediately upon severance of Executive's employment or paid, on a pro rata basis, semi-monthly during the thirty-six will be paid to Executive in cash within thirty (3630) months following the Executive's termination. (b) Upon the occurrence of a Change in Control days of the Bank or the Company followed at any time during the term of this Agreement by Executive's voluntary or involuntary termination of employment, other than for Termination for Cause, the Bank shall cause to be continued life, health and disability coverage substantially identical to the coverage maintained by the Bank for Executive prior to his severanceDate. Such coverage shall cease upon the earlier of Executive's obtaining similar coverage by another employer or twelve (12) months from the date of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period of twelve (12) months. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs of this Section 3, in the event that: (i) the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") would be deemed to include an "excess parachute payment" under Section 280G of the Internal Revenue Code of 1986 (the "Code") or any successor thereto, and (ii) if such Termination Benefits were reduced to an amount (the "Non- Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount", as determined in accordance with said Section 280G, and the Non- Triggering Amount would be greater than the aggregate value The payment of the Termination Benefits (without such reduction) minus the amount of tax will be reduced by amounts required to be paid withheld for applicable income and employment taxes and other amounts. The Executive shall be entitled to receive any other payments or Employee Benefits which Executive is entitled to receive under any employee benefit plan, program, or arrangement maintained by the Company or any Related Entity in which Executive thereon by Section 4999 participates as of the Code, then the Termination Benefits shall be reduced to the Non-Triggering AmountDate. The allocation amount, form and timing of the reduction required hereby among the Termination such payments or Employee Benefits provided by the preceding paragraphs of this Section 3 shall will be determined by Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service terms of such employee benefit plans, programs or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have receivedarrangements.

Termination Benefits. (a) Upon the occurrence of a Change in Control, Control (as defined in Section 2) followed by the Termination of Executive's employment at any time during the term of this Agreement by the voluntary or involuntary termination of Executive's employmentAgreement, other than for Termination for CauseCause (as defined in Section 2(c)), the Bank and the Holding Company shall be obligated to pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, subject to certain conditions set forth herein, as severance pay or liquidated damages, or both, a sum equal to three (3) 2.99 times the Executive's average annual base salary paid to Executive taxable compensation for the three five preceding taxable years that Executive has been employed with the Company or the Bank as reported on Form W-2 with the Internal Revenue Service (3"IRS") or such lesser number of years immediately preceding Executive's termination. In in the event the that Executive has not shall have been employed by with the Holding Company or the Bank or Holding Company during all or part of the three immediately preceding for less than five years, the annual base salary paid to Executive for such periods shall, for purposes of this Section 3, be deemed to be equal to the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%). At the discretion election of Executive, upon an election pursuant to Section 3(e) hereof, Executive such payment may be made paid in a lump sum immediately upon severance of Executive's employment or paid, on a pro rata basis, semi-in equal monthly installments during the thirty-six (36) months following the Executive's terminationTermination. In the event that no election is made, payment to Executive will be made on a lump sum basis. (b) Upon If Executive resigns from employment with the occurrence of Holding Company or the Bank after one year following a Change in Control Control, and prior to an event of the Bank or the Company followed at any time during Termination as defined in Section 2(a), Executive shall receive severance benefits equal to six times Executive's current monthly taxable compensation; provided that such resignation from employment occurs within the term of this Agreement by Executive's voluntary or involuntary termination of employment, other than for Termination for CauseAgreement. In addition, the Bank Holding Company shall cause to be continued life, health medical and disability coverage substantially identical to the coverage maintained by the Bank for Executive prior to his severance, except to the extent such coverage may be changed in its application to all Bank employees on a nondiscriminatory basis. Such coverage shall cease upon the earlier of six (6) full calendar months following Executive's obtaining similar coverage by another employer resignation or twelve (12) months from the date of Executive's termination. In Executive secures comparable employment by an employer other than the event the Executive obtains new employment and receives less coverage for life, health Holding Company or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period of twelve (12) months. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On . Notwithstanding the above, if Executive terminates employment upon an annual basis event of "Termination" as defined in Section 2(a), Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs of this Section 3, in the event that: (i) the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") would be deemed to include an "excess parachute payment" under Section 280G of the Internal Revenue Code of 1986 (the "Code") or any successor thereto, and (ii) if such Termination Benefits were reduced to an amount (the "Non- Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount", as determined in accordance with said Section 280G, and the Non- Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus the amount of tax required to be paid by Executive thereon by Section 4999 of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction required hereby among the receive full Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have receivedAgreement.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the voluntary or involuntary termination of Executive's employment, other than for Termination for Cause, the Bank and the The Company shall pay Executive, Executive (or in the event of his subsequent Executive’s death, his beneficiary or beneficiariesExecutive’s estate) the following: 2.1. The sum of $300,013.78, subject to tax withholdings and other authorized deductions, which is Executive’s current annual base salary, payable in equal installments in accordance with the Company’s standard payroll schedule over a period of fifteen (15) consecutive months, or his estateuntil Executive commences full time comparable employment elsewhere, if earlier, with the first installment concurrent with the Company’s next regular payroll date following Executive’s execution of this Agreement, subject to Section 19 hereof. 2.2. The sum of $5,000.00, on account of legal fees incurred by Executive in connection with the negotiation and drafting of this Agreement, payable by wire directly to O▇▇▇▇▇ & Golden LLP within fifteen (15) days following Executive’s execution of this Agreement. O▇▇▇▇▇ & Golden LLP shall provide the Company with W9 for this payment, and the Company will provide Executive and O▇▇▇▇▇ & Golden LLP with a Form 1099. 2.3. The Company shall pay directly for Executive’s premiums charged to continue medical coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), at the same or reasonable equivalent medical coverage as in effect immediately prior to the case may beSeparation Date, as severance pay or liquidated damagesfor up to fifteen (15) months after the Separation Date, or bothuntil Executive becomes covered under a new employer’s benefits, a sum equal if earlier. 2.4. Pursuant to three (3Section 3.2(f) times the average annual base salary paid to Executive for the three (3) years immediately preceding Executive's termination. In the event the Executive has not been employed by the Bank or Holding Company during all or part of the three immediately preceding yearsWilldan Group, Inc. Amended and Restated 2008 Performance Incentive Plan (the “Plan”), and notwithstanding anything to the contrary in any Performance-Based Restricted Stock Unit Grant between Executive and the Company, the annual base salary paid to Executive for Administrator (as that term is defined in the Plan) will accelerate the vesting of all of Executive’s outstanding Performance-Based Restricted Stock Units at target, such periods shall, for purposes that all of Executive’s Performance-Based Restricted Stock Units shall be fully vested upon the Separation Date. The Parties hereby agree that Executive’s outstanding stock options granted under the Plan are all fully vested and exercisable as of the date hereof. 2.5. The foregoing provisions of this Section 3, be deemed to be equal to 2 shall not affect Executive’s receipt of benefits otherwise due terminated employees under group insurance coverage consistent with the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%). At the discretion of Executive, upon an election pursuant to Section 3(e) hereof, such payment may be made in a lump sum immediately upon severance of Executive's employment or paid, on a pro rata basis, semi-monthly during the thirty-six (36) months following the Executive's termination. (b) Upon the occurrence of a Change in Control terms of the Bank or the applicable Company followed at any time during the term of this Agreement by Executive's voluntary or involuntary termination of employment, other than for Termination for Cause, the Bank shall cause to be continued life, health and disability coverage substantially identical to the coverage maintained by the Bank for Executive prior to his severance. Such coverage shall cease upon the earlier of Executive's obtaining similar coverage by another employer or twelve (12) months from the date of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period of twelve (12) months. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or any other employee welfare benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the or Executive’s receipt of benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs of this Section 3, in the event that: (i) the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") would be deemed to include an "excess parachute payment" under Section 280G of the Internal Revenue Code of 1986 (the "Code") or any successor thereto, and (ii) if such Termination Benefits were reduced to an amount (the "Non- Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount", as determined in accordance with said Section 280G, and the Non- Triggering Amount would be greater than the aggregate value terms of the Termination Benefits (without such reductionCompany’s 401(k) minus the amount of tax required to be paid by Executive thereon by Section 4999 of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have receivedPlan.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the voluntary or involuntary termination of the Executive's employmentemployment due to: (1) Executive's dismissal or (2) Executive's voluntary termination pursuant to Section 2(a), other than for unless such termination is due to Termination for Cause, the Bank Institution and the Holding Company shall pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to three two (32) times the Executive's average annual base salary paid to Executive compensation for the three (3) five most recent taxable years immediately preceding Executive's termination. In the event the that Executive has not been employed by the Bank Institution or Holding Company during all or part such lesser number of years in the three immediately preceding event that Executive shall have been employed by the Institution for less than five years, the such average annual base salary compensation shall include any bonuses, and any other compensation paid or to be paid to Executive for in any such periods shallyear, for purposes the amount of this Section 3, be deemed benefits paid or accrued to Executive pursuant to any employee benefit plan maintained by the Institution of Holding Company in any such year and the amount of any contributions made or to be equal made on behalf of Executive pursuant to any employee benefit plan maintained by the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%)Institution or the Holding Company in any such year. At the discretion election of Executive, upon an which election pursuant is to Section 3(e) hereofbe made prior to a Change in Control, such payment may shall be made in a lump sum immediately upon severance of Executive's employment or paidsum. In the event that no election is made, payment to Executive will be made on a pro rata basis, semi-monthly basis in approximately equal installments during the thirty-six (36) months following the Executive's terminationremaining term of this Agreement. (b) Upon the occurrence of a Change in Control of the Bank Institution or the Holding Company followed at any time during the term of this Agreement by Executive's voluntary or involuntary termination of employment, other than for Termination for Cause, the Bank Institution shall cause to be continued life, health medical and disability coverage substantially identical to the coverage maintained by the Bank Institution or Holding Company for Executive prior to his severance, except to the extent such coverage may be changed in its application to all Institution or Holding Company employees on a nondiscriminatory basis. Such coverage and payments shall cease upon the earlier expiration of Executive's obtaining similar coverage by another employer or twelve thirty-six (1236) full calendar months from the date Date of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period of twelve (12) monthsTermination. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs of this Section 3, in the no event that: (i) shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") would be deemed to include constitute an "excess parachute payment" under Section 280G of the Internal Revenue Code of 1986 (the "Code") 1986, as amended, or any successor thereto, and (ii) if and in order to avoid such a result Termination Benefits were reduced will be reduced, if necessary, to an amount (the "Non- Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount", ," as determined in accordance with said Section 280G, and the Non- Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus the amount of tax required to be paid by Executive thereon by Section 4999 of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amount. 280G. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have received.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the voluntary or involuntary termination of Executive's employment, employment (other than for Termination for Cause), or voluntary termination during the term of this Agreement as provided by Section 2(a) of this Agreement, the Bank and the Company Institution shall be obligated to pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to three (3) times the Executive's average annual base salary paid to Executive compensation for the three (3) five most recent taxable years immediately preceding Executive's termination. In the event the that Executive has not been employed by the Bank Institution or Holding Company during all or part such lesser number of years in the three immediately preceding event that Executive shall have been employed by the Institution for less than five years. For this purpose, the such annual compensation shall include base salary and any other taxable income, including, but not limited to, amounts related to the granting, vesting or exercise of restricted stock or stock option awards, commissions, bonuses, pension and profit sharing plan contributions or benefits (whether or not taxable), severance payments, retirement benefits, and fringe benefits paid or to be paid to Executive or paid for such periods shall, for purposes of this Section 3, be deemed to be equal to the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%)benefit during any such year. At the discretion election of Executive, upon an which election pursuant is to Section 3(e) hereofbe made prior to a Change in Control, such payment may shall be made in a lump sum immediately upon severance of Executive's employment or paid, on an annual basis in approximately equal installments over a pro rata basis, semi-monthly during the thirty-six three (363) months following the Executive's terminationyear period. (b) Upon the occurrence of a Change in Control of the Bank Institution or the Holding Company followed at any time during the term of this Agreement by Executive's voluntary or involuntary termination of employmentemployment in accordance with paragraph (a) of this Section 3, other than for Termination for Cause, the Bank Institution shall cause to be continued life, health medical and disability coverage substantially identical to the coverage maintained by the Bank Institution for Executive prior to his severance, except to the extent such coverage may be changed in its application to all employees on a nondiscriminatory basis. Such coverage and payments shall cease upon the earlier expiration of Executive's obtaining similar coverage by another employer or twelve thirty-six (1236) full calendar months from the date Date of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period of twelve (12) monthsTermination. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs provisions of this Section 3, in the no event that: (i) shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") would be deemed to include constitute an "excess parachute payment" under Section 280G of the Internal Revenue Code of 1986 (the "Code") 1986, as amended, or any successor thereto, and (ii) if and in order to avoid such a result, Termination Benefits were reduced will be reduced, if necessary, to an amount (the "Non- Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount", ," as determined in accordance with said Section 280G, and the Non- Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus the amount of tax required to be paid by Executive thereon by Section 4999 of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amount. 280G. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have received.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the voluntary (in accordance with Section 2(a) of this Agreement) or involuntary termination of Executive's employment, other than a termination for Termination for Just Cause, the Bank and the Company shall be obligated to pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to three two (32) times the following items: (i) the average annual base salary paid to Executive for the three (3) years immediately preceding Executive's termination. In the event the Executive has not been employed of any taxable income included by the Bank or Holding the Company on Executive's Form W-2 or reflected on a Form 1099 provided by the Bank or the Company to Executive, excluding A) income attributable to Executive's exercise of a non-statutory stock option, B) income related to Executive's disqualifying disposition of an incentive stock option to acquire Company common stock, or C) income related to the distribution of benefits under any tax-qualified or non-tax-qualified retirement or deferred compensation plan or arrangement sponsored by the Company or the Bank, during all or part each of the three immediately five (5) most recently completed calendar years preceding yearsthe Change in Control. (ii) the sum of the average of the value of the deferrals, allocations, or contributions made by Executive or on behalf of Executive by the annual base salary paid to Executive for such periods shallBank, for during each of the five (5) most recently completed calendar years preceding the Change in Control, under the Bank's employee stock ownership and 401(k) savings plans. For purposes of this Section 3clause (ii), the value of allocations made to Executive under the employee stock ownership plan or the supplemental executive retirement plan shall be deemed to be equal valued by reference to the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases fair market value of ten percent (10%). At Company common stock as of the discretion date of Executive, upon an election pursuant to Section 3(e) hereof, such payment may be made in a lump sum immediately upon severance of Executive's employment or paid, on a pro rata basis, semi-monthly during the thirty-six (36) months following the Executive's terminationallocation. (b) Upon the occurrence of a Change in Control and Executive's termination of employment in connection therewith, to the extent that the Bank continues to offer any life, medical, health, dental and disability insurance coverage or arrangements in which Executive or his dependents participated immediately prior to the Change in Control (each being a "Welfare Plan"), Executive and his covered dependents shall continue participating in such Welfare Plans, subject to the same premium contributions as were required immediately prior to the Change in Control, until the earlier of (i) the Executive's death; (ii) his employment by another employer other than one of which he is the majority owner; or (iii) the expiration of twenty-four months. If the Company or the Company followed Bank does not offer the Welfare Plans at any time during after the term of this Agreement by Executive's voluntary or involuntary termination of employment, other than for Termination for CauseChange in Control, the Bank Company shall cause to be continued life, health and disability coverage substantially identical provide Executive with a payment equal to the coverage maintained by premiums for such benefits for the Bank for Executive prior to his severance. Such coverage shall cease upon period which runs until the earlier of Executive's obtaining similar coverage (i) his death; (ii) his employment by another an employer other than one of which he is the majority owner; or twelve (12iii) months from the date expiration of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period of twelve (12) twenty-four months. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs provisions of this Section 3, in the no event that: (i) shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") would be deemed to include constitute an "excess parachute payment" under Section 280G of the Internal Revenue Code of 1986 (the "Code") or any successor thereto, and (ii) if and in order to avoid such a result, Termination Benefits were reduced will be reduced, if necessary, to an amount (the "Non- Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount", ," as determined in accordance with said Section 280G, and the Non- Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus the amount of tax required to be paid by Executive thereon by Section 4999 of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have received.280G.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the voluntary or involuntary termination of Executive's employment, employment (other than for Termination for Cause), or voluntary termination during the term of this Agreement following any demotion, loss of title, office or significant authority, material reduction in [his/her] annual compensation or benefits, or relocation of [his/her] principal place of employment by more than _________ (__) miles from its location immediately prior to the Change in Control (unless Executive so consents), the Bank and the Company shall be obligated to pay Executive, or in the event of his [his/her] subsequent death, his [his/her] beneficiary or beneficiaries, or his [his/her] estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to three _________ (3__) times the Executive's average annual base salary paid to Executive compensation for the three (3) ______ most recent taxable years immediately preceding Executive's termination. In the event the that Executive has not been employed by the Bank or Holding Company during all or part such lesser number of years in the three immediately preceding event that Executive shall have been employed by the Bank for less than ____ years. For this purpose, the such annual compensation shall include base salary and any other taxable income, including but not limited to amounts related to the granting, vesting or exercise of restricted stock or stock option awards, commissions, bonuses, pension and profit sharing plan contributions or benefits (whether or not taxable), severance payments, retirement benefits, and fringe benefits paid or to be paid to Executive or paid for such periods shall, for purposes of this Section 3, be deemed to be equal to the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%)benefit during any such year. At the discretion election of Executive, upon an Executive which election pursuant is to Section 3(e) hereofbe made prior to a Change in Control, such payment may shall be made in a lump sum immediately upon severance of Executive's employment or paid, on an annual basis in approximately equal installments over a pro rata basis, semi-monthly during the thirty-six ____ (36__) months following the Executive's terminationyear period. (b) Upon the occurrence of a Change in Control of the Bank or the Holding Company followed at any time during the term of this Agreement by Executive's voluntary or involuntary termination of employmentemployment in accordance with paragraph (a) of this Section 3, other than for Termination for Cause, the Bank shall cause to be continued life, health medical and disability coverage substantially identical to the coverage maintained by the Bank or the Holding Company for Executive prior to his [his/her] severance, except to the extent such coverage may be changed in its application to all Bank or Holding Company employees on a nondiscriminatory basis. Such coverage and payments shall cease upon the earlier expiration of Executive's obtaining similar coverage by another employer or twelve __________ (12__) full calendar months from the date Date of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period of twelve (12) monthsTermination. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs provisions of this Section 3, in the no event that: (i) shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") would be deemed to include constitute an "excess parachute payment" under Section 280G of the Internal Revenue Code of 1986 (the "Code") 1986, as amended, or any successor thereto, and (ii) if and in order to avoid such a result, Termination Benefits were reduced will be reduced, if necessary, to an amount (the "Non- Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount", ," as determined in accordance with said Section 280G, and the Non- Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus the amount of tax required to be paid by Executive thereon by Section 4999 of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amount. 280G. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have received.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the voluntary or involuntary termination of Executive's employment, other than for Termination for Cause, the Bank and the Holding Company shall be obligated to pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to three (3) times the Executive's average annual base salary paid to Executive compensation for the three (3) five most recent taxable years immediately preceding Executive's termination. In the event the that Executive has not been employed by the Bank or Holding Company during all such lesser number of years in the event that Executive shall have been employed by the Bank for less than five years. Such annual compensation shall include Base Salary, commissions, bonuses, contributions on behalf of Executive to any pension and profit sharing plan, severance payments, director or part of the three immediately preceding years, the annual base salary committee fees and fringe benefits paid or to be paid to the Executive for during such periods shall, for purposes of this Section 3, be deemed to be equal to the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%)years. At the discretion election of Executive, upon an Executive which election pursuant is to Section 3(e) hereofbe made prior to a Change in Control, such payment may shall be made in a lump sum immediately upon severance of Executive's employment or paidsum. In the event that no election is made, payment to Executive will be made on a pro rata basis, semi-monthly basis in approximately equal installments during the thirty-six (36) months remaining term of this Agreement. Such payments shall not be reduced in the event Executive obtains other employment following the Executive's terminationtermination of employment. (b) Upon the occurrence of a Change in Control of the Bank or the Holding Company followed at any time during the term of this Agreement by Executive's voluntary or involuntary termination of employment, other than for Termination for Cause, the Bank Holding Company shall cause to be continued life, health medical and disability coverage substantially identical to the coverage maintained by the Bank for Executive prior to his severance, except to the extent such coverage may be changed in its application to all Bank employees. Such coverage and payments shall cease upon expiration of twenty-four (24) full calendar months following the earlier Date of Executive's obtaining similar coverage by another employer or twelve (12) months from the date of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period of twelve (12) monthsTermination. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs of this Section 3, in the event that: (i) the aggregate payments or benefits to be made or afforded to Executive under said paragraphs Executive, which are deemed to be parachute payments as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") or any successor thereof, (the "Termination Benefits") would be deemed to include an "excess parachute payment" under Section 280G of the Internal Revenue Code of 1986 (the "Code") or any successor thereto, ; and (ii) if such Termination Benefits were reduced to an amount (the "Non- Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount", ," as determined in accordance with said Section 280G, G and the Non- Non-Triggering Amount less the product of the marginal rate of any applicable state and federal income tax and the Non Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus (i) the amount of tax required to be paid by the Executive thereon by Section 4999 of the CodeCode and further minus (ii) the product of the Termination Benefits and the marginal rate of any applicable state and federal income tax, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by the Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have received.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the voluntary or involuntary termination of Executive's ’s employment, other than for Termination for Cause, the Bank and the Holding Company shall pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to three (3) times the average annual base salary compensation paid to Executive for the three (3) years immediately preceding Executive's ’s termination. In the event the Executive has not been employed by the Bank or Holding Company during all or part For purposes of the three immediately preceding years, the annual sentence compensation shall include only base salary paid to Executive for such periods shall, for purposes of this Section 3, be deemed to be equal to the Executive's initial base salary upon commencing employment adjusted to reflect assumed plus annual base salary increases of ten percent (10%)cash bonus payments. At the discretion of Executive, upon an election pursuant to Section 3(e) hereof, such payment may be made in a lump sum immediately upon severance of Executive's ’s employment or paid, on a pro rata basis, semi-monthly during the thirty-six (36) months following the Executive's ’s termination. (b) Upon the occurrence of a Change in Control of the Bank or the Holding Company followed at any time during the term of this Agreement by Executive's ’s voluntary or involuntary termination of employment, other than for Termination for Cause, the Bank Holding Company shall cause to be continued life, health and disability coverage substantially identical to the coverage maintained by the Bank for Executive and his or her dependents prior to his severance. Such coverage shall cease upon the earlier of Executive's ’s obtaining similar coverage by another employer or twelve thirty-six (1236) months from the date of Executive's ’s termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank Holding Company shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive and his or her dependents prior to termination for a period of twelve thirty-six (1236) monthsmonths from the date of Executive’s termination. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Holding Company's Incentive Stock Option Plan ’s stock option plans or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans.[INTENTIONALLY LEFT BLANK] (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs of this Section 3, in the event that: it shall be determined that any payment or distribution of any type to or for the benefit of the Executive by the Holding Company, any of its affiliates, or any person who acquires ownership or effective control of the Holding Company or ownership of a substantial portion of the Holding Company’s assets (i) within the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") would be deemed to include an "excess parachute payment" under meaning of Section 280G of the Internal Revenue Code of 1986 (Code, and the "Code"regulations thereunder) or any affiliate of such person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the “Total Payments”), is subject to the excise tax imposed by Section 4999 of the Code or any similar successor theretoprovision or any interest or penalties with respect to such excise tax (such excise tax, and together with any such interest and penalties, are collectively referred to as the “Excise Tax”), then, except in the case of a Deminimus Excess Amount (iias described below), the Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) if in an amount such Termination Benefits were that after payment by the Executive of all taxes imposed upon the Gross-Up Payment (including any federal, state and local income, payroll or excise taxes and any interest or penalties imposed with respect to such taxes), the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Total Payments (not including any Gross-Up Payment). In the event that the amount by which the present value of the Total Payments which constitute “parachute payments” (within the meaning of Section 280G of the Code)(the “Parachute Payments”) exceeds three (3) times the Executive’s “base amount” (within the meaning of Section 280G of the Code)(the “Base Amount”) is less than 3% of the amount determined under Section 3(a) of this Agreement, such excess shall be deemed to be a Deminimus Excess Amount and the Executive shall not be entitled to a Gross-Up Payment. In such an instance, the Parachute Payments shall be reduced to an amount (the "Non- “Non-Triggering Amount"”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount", as determined in accordance with said Section 280G, and ’s Base Amount; provided that such reduction shall not be made unless the Non- Non-Triggering Amount would be greater than the aggregate value of the Termination Benefits Parachute Payments (without such reduction) minus the amount of tax Excise Tax required to be paid by Executive thereon by Section 4999 of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amountthereon. The allocation of the reduction required hereby among shall be made by reducing the Termination Benefits provided by amount payable under Section 3(a) of this Agreement. All determinations as to the preceding portion, if any, of the Total Payments which constitute Parachute Payments, whether a Gross-Up Payment is required, the amount of such Gross-Up Payment, the amount of any reduction, and any amounts relevant to the foregoing paragraphs of this Section 3 3(f) shall be determined made by an independent accounting firm selected by the Holding Company, which may be the accounting firm then regularly retained by the Holding Company (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations, regarding the amount of any Gross-Up Payment and any other relevant matter, both to the Holding Company and the Executive, within five (5) days of a date of termination, if applicable, or such earlier time as is requested by the Holding Company or the Executive (if the Executive reasonably believes that any of the Total Payments may be subject to the Excise Tax). Any determination by the Accounting Firm shall be binding upon the Holding Company and the Executive. In As a result of uncertainty in the event that Executive receives application of Sections 280G and 4999 of the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined Code at the time of the initial determination by the Accounting Firm hereunder, or as a result of a subsequent determination by the Internal Revenue Service or a judicial authority authority, it is possible that Executive is deemed to the Holding Company should have received an made Gross-Up Payments (“Underpayment”), or that Gross-Up Payments will have been made by the Holding Company which should not have been made (“Overpayments”). In either such event, the Accounting Firm shall determine the amount in excess of the Non-Triggering AmountUnderpayment or Overpayment that has occurred. In the case of the Underpayment, the Bank amount of such Underpayment shall be promptly paid by the Holding Company to or for the benefit of the Executive. In the case of an Overpayment, the Executive shall, at the direction and expense of the Holding Company, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, the Holding Company, and otherwise reasonably cooperate with the Holding Company shall pay to Executive an amount equal correct such Overpayment, including repayment of such Overpayment to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have receivedHolding Company.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the voluntary (in accordance with Section 2(a) of this Agreement) or involuntary termination of Executive's employment, other than a termination for Termination for Just Cause, the Bank and the Company shall be obligated to pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to three two (32) times the following items: (i) the average annual base salary paid to Executive for the three (3) years immediately preceding Executive's termination. In the event the Executive has not been employed of any taxable income included by the Bank or Holding the Company on Executive's Form W-2 or reflected on a Form 1099 provided by the Bank or the Company to Executive, excluding A) income attributable to Executive's exercise of a non-statutory stock option, B) income related to Executive's disqualifying disposition of an incentive stock option to acquire Company common stock, or C) income related to the distribution of benefits under any tax-qualified or non-tax-qualified retirement or deferred compensation plan or arrangement sponsored by the Company or the Bank, during all or part each of the three immediately five (5) most recently completed calendar years preceding yearsthe Change in Control. (ii) the sum of the average of the value of the deferrals, allocations, or contributions made by Executive or on behalf of Executive by the annual base salary paid to Executive for such periods shallBank, for during each of the five (5) most recently completed calendar years preceding the Change in Control, under the Bank's employee stock ownership and 401(k) savings plans. For purposes of this Section 3clause (ii), the value of allocations made to Executive under the employee stock ownership plan or the supplemental executive retirement plan shall be deemed to be equal valued by reference to the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases fair market value of ten percent (10%). At Company common stock as of the discretion date of Executive, upon an election pursuant to Section 3(e) hereof, such payment may be made in a lump sum immediately upon severance of Executive's employment or paid, on a pro rata basis, semi-monthly during the thirty-six (36) months following the Executive's termination.allocation; and (b) Upon the occurrence of a Change in Control and Executive's termination of employment in connection therewith, to the extent that the Bank continues to offer any life, medical, health, dental and disability insurance coverage or arrangements in which Executive or his dependents participated immediately prior to the Change in Control (each being a "Welfare Plan"), Executive and his covered dependents shall continue participating in such Welfare Plans, subject to the same premium contributions as were required immediately prior to the Change in Control, until the earlier of (i) the Executive's death; (ii) his employment by another employer other than one of which he is the majority owner; or (iii) the expiration of twenty-four months. If the company or the Company followed Bank does not offer the Welfare Plans at any time during after the term of this Agreement by Executive's voluntary or involuntary termination of employment, other than for Termination for CauseChange in Control, the Bank Company shall cause to be continued life, health and disability coverage substantially identical provide Executive with a payment equal to the coverage maintained by premiums for such benefits for the Bank for Executive prior to his severance. Such coverage shall cease upon period which runs until the earlier of Executive's obtaining similar coverage (i) his death; (ii) his employment by another an employer other than one of which he is the majority owner; or twelve (12iii) months from the date expiration of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period of twelve (12) twenty-four months. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs provisions of this Section 3, in the no event that: (i) shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") would be deemed to include constitute an "excess parachute payment" under Section 280G of the Internal Revenue Code of 1986 (the "Code") or any successor thereto, and (ii) if and in order to avoid such a result, Termination Benefits were reduced will be reduced, if necessary, to an amount (the "Non- Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount", ," as determined in accordance with said Section 280G, and the Non- Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus the amount of tax required to be paid by Executive thereon by Section 4999 of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amount. 280G. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have received.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the voluntary or involuntary termination of Executive's employment, other than for Termination for Cause, the Bank and the Holding Company shall be obligated to pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to three (3) times the Executive's average annual base salary paid to Executive compensation for the three (3) five most recent taxable years immediately preceding Executive's termination. In the event the that Executive has not been employed by the Bank or Holding Company during all such lesser number of years in the event that Executive shall have been employed by the Bank for less than five years. Such annual compensation shall include Base Salary, commissions, bonuses, contributions on behalf of Executive to any pension and profit sharing plan, severance payments, director or part of the three immediately preceding years, the annual base salary committee fees and fringe benefits paid or to be paid to the Executive for during such periods shall, for purposes of this Section 3, be deemed to be equal to the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%)years. At the discretion election of Executive, upon an Executive which election pursuant is to Section 3(e) hereofbe made prior to a Change in Control, such payment may shall be made in a lump sum immediately upon severance of Executive's employment or paidsum. In the event that no election is made, payment to Executive will be made on a pro rata basis, semi-monthly basis in approximately equal installments during the thirty-six (36) months remaining term of this Agreement. Such payments shall not be reduced in the event Executive obtains other employment following the Executive's terminationtermination of employment. (b) Upon the occurrence of a Change in Control of the Bank or the Holding Company followed at any time during the term of this Agreement by Executive's voluntary or involuntary termination of employment, other than for Termination for Cause, the Bank Holding Company shall cause to be continued life, health medical and disability coverage substantially identical to the coverage maintained by the Bank for Executive prior to his severance, except to the extent such coverage may be changed in its application to all Bank employees. Such coverage and payments shall cease upon expiration of thirty-six (36) full calendar months following the earlier Date of Executive's obtaining similar coverage by another employer or twelve (12) months from the date of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period of twelve (12) monthsTermination. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs of this Section 3, in the event that: (i) the aggregate payments or benefits to be made or afforded to Executive under said paragraphs Executive, which are deemed to be parachute payments as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") or any successor thereof, (the "Termination Benefits") would be deemed to include an "excess parachute payment" under Section 280G of the Internal Revenue Code of 1986 (the "Code") or any successor thereto, ; and (ii) if such Termination Benefits were reduced to an amount (the "Non- Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount", ," as determined in accordance with said Section 280G, G and the Non- Non-Triggering Amount less the product of the marginal rate of any applicable state and federal income tax and the Non Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus (i) the amount of tax required to be paid by the Executive thereon by Section 4999 of the CodeCode and further minus (ii) the product of the Termination Benefits and the marginal rate of any applicable state and federal income tax, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by the Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have received.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the voluntary or involuntary termination of Executive's employment, other than for Termination for Cause, the Bank and the Holding Company shall be obligated to pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to three (3) times the average TWO TIMES HIS THEN CURRENT ANNUAL SALARY. Such annual base salary compensation shall include any bonuses and any other compensation paid or to be paid to Executive for in any such year, the three (3) years immediately preceding Executive's termination. In the event the amount of benefits paid or accrued to Executive has not been employed pursuant to any employee benefit plan maintained by the Bank or Holding Company during all in any such year and the amount of any contributions made or part of the three immediately preceding years, the annual base salary paid to Executive for such periods shall, for purposes of this Section 3, be deemed to be equal made on behalf of Executive pursuant to any employee benefit plan maintained by the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%)Bank or the Holding Company in any such year. At the discretion election of Executive, upon an which election pursuant is to Section 3(e) hereofbe made prior to a Change in Control, such payment may shall be made in a lump sum immediately upon severance of Executive's employment or paidsum. In the event that no election is made, payment to Executive will be made on a pro rata basis, semi-monthly basis in approximately equal installments during the thirty-six (36) months following the Executive's terminationremaining term of this Agreement. (b) Upon the occurrence of a Change in Control of the Bank or the Holding Company followed at any time during the term of this Agreement by the Executive's voluntary or involuntary termination of employment, other than for Termination for Cause, the Bank Holding Company shall cause to be continued life, health medical, dental and disability coverage substantially identical to the coverage maintained by the Bank for Executive prior to his severance. Such coverage shall cease upon the earlier of Executive's obtaining similar coverage by another employer or twelve (12) months from the date of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period his severance, except to the extent such coverage may be changed in its application to all Bank employees. Such coverage and payments shall cease upon expiration of twelve (12) monthsmonths following the Date of Termination. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs of this Section 3, in the event that: (i) the aggregate payments or benefits to be made or afforded to Executive under said paragraphs Executive, which are deemed to be parachute payments as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") or any successor thereof, (the "Termination Benefits") would be deemed to include an "excess parachute payment" under Section 280G of the Internal Revenue Code of 1986 (the "Code") or any successor thereto, ; and (ii) if such Termination Benefits were reduced to an amount (the "Non- Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount", as determined in accordance with said Section 280G, G and the Non- Non-Triggering Amount would be greater than the aggregate value of the Termination Benefits (without excluding such reduction) minus the amount of tax required to be paid by the Executive thereon by Section 4999 of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction required BANCORP CHANGE IN CONTROL -CARL ▇. ▇▇▇▇▇▇, ▇▇I hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by the Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have received.

Termination Benefits. a. If Executive’s employment is voluntarily for Good Reason (ain accordance with Section 2a. of this Agreement) Upon the occurrence or involuntarily terminated, either within one (1) year of a Change in Control, followed at any time during the term of this Agreement by the voluntary or involuntary termination of Executive's employment, other than for Termination for Cause, the Executive shall receive: i. The Bank and the Company shall pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, Executive a lump sum cash payment equal to three (3) times the average annual Executive’s “base salary paid to Executive for amount,” within the three (3meaning of Section 280G(b)(3) years immediately preceding Executive's termination. In the event the Executive has not been employed by the Bank or Holding Company during all or part of the three immediately preceding yearsInternal Revenue Code of 1986, as amended (the annual base salary paid to Executive for such periods shall, for purposes “Code”). Such payment shall be made not later than five (5) days following Executive’s termination of employment under this Section 3, be deemed to be equal to the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%). At the discretion of Executive, upon an election pursuant to Section 3(e) hereof, such payment may be made in a lump sum immediately upon severance of Executive's employment or paid, on a pro rata basis, semi-monthly during the thirty-six (36) months following the Executive's termination. (b) Upon the occurrence of a Change in Control of the ii. The Bank or the Company followed at any time during the term of this Agreement by Executive's voluntary or involuntary termination of employment, other than for Termination for Cause, the Bank shall cause will continue to be continued life, health provide to Executive life insurance coverage and disability non-taxable medical and dental insurance coverage substantially identical comparable (and on substantially the same terms and conditions) to the coverage maintained by the Bank for Executive immediately prior to his severancetermination under the same cost-sharing arrangements that apply for active employees of the Bank as of Executive’s date of termination. Such continued coverage shall cease upon the earlier of Executive's obtaining similar coverage by another employer or twelve thirty-six (1236) months from following Executive’s termination of employment. The period of continued health coverage required by Section 4980B(f) of the date Internal Revenue Code of Executive's termination1986, as amended (the “Code”), shall run concurrently with the coverage period provided herein. In If the event Bank cannot provide one or more of the benefits set forth in this paragraph because Executive obtains new employment is no longer an employee, applicable rules and receives less coverage for liferegulations prohibit such benefits or the payment of such benefits in the manner contemplated, health or disabilityit would subject the Bank to penalties, then the Bank shall provide coverage substantially identical pay Executive a cash lump sum payment reasonably estimated to be equal to the coverage maintained by value of such benefits or the Bank for value of the Executive prior to termination for a period remaining benefits at the time of twelve (12) months. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts determination. Such cash payment shall be paid made in a lump sum within thirty (30) days after the later of Executive’s date of termination or on a pro rata basis pursuant the effective date of the rules or regulations prohibiting such benefits or subjecting the Bank to such sections. Such election shall be irrevocable for the year for which such election is madepenalties. (f) Notwithstanding the preceding paragraphs of this Section 3, in the b. In no event that: (i) shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs this Agreement, either as a stand-alone benefit or when aggregated with other payments to, or for the benefit of Executive that are contingent on a Change in Control (the "“Termination Benefits"”) would be deemed to include constitute an "“excess parachute payment" ” under Section 280G of the Internal Revenue Code of 1986 (the "Code") , or any successor thereto, and (ii) if and in order to avoid such a result, the Termination Benefits were reduced will be reduced, if necessary, to an amount (the "Non- “Non-Triggering Amount"”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "’s “base amount", ,” as determined in accordance with said Section 280G, and the Non- Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus the amount of tax required to be paid by Executive thereon by Section 4999 G of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by Executive. In the event that a reduction is necessary, Executive receives shall be entitled to determine which benefits or payments shall be reduced or eliminated so the Non-Triggering Amount pursuant to total parachute payments do not result in an excess parachute payment. If Executive does not make this paragraph determination within five (f5) and it is subsequently determined business days after receiving a written request from the Bank (or by the Internal Revenue Service time that benefits or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amountpayments are due hereunder, if later), the Bank may make such determination, and shall notify Executive promptly thereof. In the event it is determined that permitting Executive or Company the Bank to make the determination regarding the form or manner of reduction would violate Section 409A Code, such reduction shall pay to Executive an amount equal to be made first from the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have receivedcash severance provided for under this Agreement.

Termination Benefits. (a) Upon the occurrence of a Change in of Control, followed at any time during the term of this Agreement by the voluntary or involuntary termination of the Executive's employment, other than for Termination for Cause, the Bank and the Company company shall pay the Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to three (3) times the average his then current annual base salary paid to Executive for the three (3) years immediately preceding Executive's termination. In the event the Executive has not been employed by the Bank or Holding Company during all or part of the three immediately preceding years, the annual base salary paid to Executive for such periods shall, for purposes of this Section 3, be deemed to be equal to the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%)salary. At the discretion election of Executive, upon an election pursuant to Section 3(e) hereof, the Executive such payment may be made in a lump sum immediately upon severance of Executive's employment or paid, on a pro rata basis, semi-paid in equal monthly installments during the thirty-six twelve (3612) months following the Executive's termination. In the event that no election is made, payment to the Executive will be in equal monthly installments. (b) Upon the occurrence of a Change in of Control of the Bank or the Holding Company followed at any time during the term of this Agreement by the Executive's voluntary or involuntary termination of employment, other than for Termination for Cause, the Bank shall cause to be continued life, health medical, dental and disability coverage substantially identical to the coverage maintained by the Bank for Executive prior to his severance. Such coverage shall cease upon the earlier of Executive's obtaining similar coverage by another employer or twelve (12) months from the date of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period his severance, except to the extent such coverage may be changed in its application to all Bank employees. Such coverage and payments shall cease upon the earlier of the expiration of twelve (12) monthsmonths or the Executive obtaining other coverage. (c) Upon A the occurrence effective date of a Change the Agreement and prior to December 31st each year thereafter, Executive shall make the election referred to in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or any other employee benefit plan Section 4(a) hereof with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event whether any amounts are payable under Sections 3(asaid Section 4(a) hereof, such amounts during the following year shall be paid in a lump sum or on a pro rata basis pursuant to such sectionsmonthly basis. Such election shall be irrevocable for the year for which such election is mademade and shall continue in effect until the executive has made his next annual election. (fd) Notwithstanding the preceding paragraphs of this Section 34, in the no event that: (i) shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") would be deemed to include constitute an "excess parachute payment" under Section 280G of the Internal Revenue Code of 1986 (the "Code") code or any successor thereto, and (ii) if and in order to avoid such a result Termination Benefits were reduced will be reduced, if necessary, to an amount (the "Non- Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount", as determined in accordance with said Section 280G, and the Non- Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus the amount of tax required to be paid by Executive thereon by Section 4999 of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amount. 280G. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 4 shall be determined by the Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have received.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the voluntary or involuntary termination of Executive's employment, employment (other than for Termination for Cause), or voluntary termination during the term of this Agreement as provided by Section 2(a) of this Agreement, the Bank and the Company Institution shall be obligated to pay Executive, or in the event of his her subsequent death, his her beneficiary or beneficiaries, or his her estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to three (3) times the Executive's average annual base salary paid to Executive compensation for the three (3) five most recent taxable years immediately preceding Executive's termination. In the event the that Executive has not been employed by the Bank Institution or Holding Company during all or part such lesser number of years in the three immediately preceding event that Executive shall have been employed by the Institution for less than five years. For this purpose, the such annual compensation shall include base salary and any other taxable income, including, but not limited to, amounts related to the granting, vesting or exercise of restricted stock or stock option awards, commissions, bonuses, pension and profit sharing plan contributions or benefits (whether or not taxable), severance payments, retirement benefits, and fringe benefits paid or to be paid to Executive or paid for such periods shall, for purposes of this Section 3, be deemed to be equal to the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%)benefit during any such year. At the discretion election of Executive, upon an which election pursuant is to Section 3(e) hereofbe made prior to a Change in Control, such payment may shall be made in a lump sum immediately upon severance of Executive's employment or paid, on an annual basis in approximately equal installments over a pro rata basis, semi-monthly during the thirty-six three (363) months following the Executive's terminationyear period. (b) Upon the occurrence of a Change in Control of the Bank Institution or the Holding Company followed at any time during the term of this Agreement by Executive's voluntary or involuntary termination of employmentemployment in accordance with paragraph (a) of this Section 3, other than for Termination for Cause, the Bank Institution shall cause to be continued life, health medical and disability coverage substantially identical to the coverage maintained by the Bank Institution for Executive prior to his her severance, except to the extent such coverage may be changed in its application to all employees on a nondiscriminatory basis. Such coverage and payments shall cease upon the earlier expiration of Executive's obtaining similar coverage by another employer or twelve thirty-six (1236) full calendar months from the date Date of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period of twelve (12) monthsTermination. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs provisions of this Section 3, in the no event that: (i) shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") would be deemed to include constitute an "excess parachute payment" under Section 280G of the Internal Revenue Code of 1986 (the "Code") 1986, as amended, or any successor thereto, and (ii) if and in order to avoid such a result, Termination Benefits were reduced will be reduced, if necessary, to an amount (the "Non- Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount", ," as determined in accordance with said Section 280G, and the Non- Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus the amount of tax required to be paid by Executive thereon by Section 4999 of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amount. 280G. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have received.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the voluntary or involuntary termination of the Executive's employmentemployment due to: (1) Executive's dismissal or (2) Executive's voluntary termination pursuant to Section 2(a), other than for unless such termination is due to Termination for Cause, the Bank Institution and the Holding Company shall pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to three (3) times the average Executive's highest annual base salary compensation paid to Executive for the last three (3) years immediately preceding Executive's termination. In the Change in Control of the Holding Company or the Institution or such lesser number of years in the event the that Executive has not shall have been employed by the Bank Institution for less than three years. Such annual compensation shall exclude any bonus but shall include base salary, including any amounts of deferred compensation, commissions, contributions or Holding Company during all accruals on behalf of Executive to any pension and profit sharing plan, benefits received or part to be received under any stock-based benefit plan, severance payments, director or committee fees and fringe benefits paid or to be paid to the Executive in any such year and payment of any expense items without accountability or business purpose or that do not meet the Internal Revenue Service requirements for deductibility by the Bank. In consideration of the three immediately preceding yearsTermination Benefits, the annual base salary paid Executive will not be entitled to Executive for such periods shall, for purposes of this Section 3, be deemed receive any benefits under the Institution's severance policy applicable to be equal to the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%)all other employees. At the discretion election of Executive, upon an which election pursuant is to Section 3(e) hereofbe made prior to a Change in Control, such payment may shall be made in a lump sum immediately upon severance of Executive's employment or paidsum. In the event that no election is made, payment to the Executive will be made on a pro rata basis, semi-monthly during the basis in approximately equal installments over a period of thirty-six (36) months following the Executive's terminationmonths. (b) Upon the occurrence of a Change in Control of the Bank Institution or the Holding Company followed at any time during the term of this Agreement by Executive's voluntary or involuntary termination of employment, other than for Termination for Cause, the Bank Institution shall cause to be continued life, health medical and disability coverage substantially identical to the coverage maintained by the Bank Institution or Holding Company for Executive prior to his severance, except to the extent such coverage may be changed in its application to all Institution or Holding Company employees on a nondiscriminatory basis. Such coverage and payments shall cease upon the earlier expiration of Executive's obtaining similar coverage by another employer or twelve thirty-six (1236) full calendar months from the date Date of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period of twelve (12) monthsTermination. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs of this Section 3, in the no event that: (i) shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") would be deemed to include constitute an "excess parachute payment" under Section 280G of the Internal Revenue Code of 1986 (the "Code") or any successor thereto, and (ii) if and in order to avoid such a result Termination Benefits were reduced will be reduced, if necessary, to an amount (the "Non- Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount", ," as determined in accordance with said Section 280G, and the Non- Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus the amount of tax required to be paid by Executive thereon by Section 4999 of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amount. 280G. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have received.

Termination Benefits. (a) Upon the occurrence of a Change in ControlControl of the Bank or the Company, followed at any time during the term of this Agreement by the involuntary or voluntary or involuntary termination of the Executive's employment, other than for Termination for Cause, or the voluntary termination of the Executive's employment with the Bank and following the relocation of the Executive's principal place of employment by more than fifty (50) miles from its location immediately prior to the Change in Control, the Company shall pay to Executive, or in the event of his the Executive's subsequent death, his his/her beneficiary or beneficiaries, or his estate, his/her estate as the case may be, as severance pay or as liquidated damages, or both, a sum equal to three one and one half (31 1/2) times the average annual base Executive's current Base Salary including the amount of any salary paid deferred by Executive pursuant to Executive any deferred compensation arrangement. At the election of the Executive, which election is to be made within thirty (30) days of the date of this Agreement, and during the month of January in each year and which election is irrevocable for the three calendar year in which it is made, payments under Section 3 of this Agreement shall be made in a lump sum within thirty (330) years immediately preceding days of the date of severance of Executive's employment, or paid in equal monthly installments during twelve months following the Executive's termination. In the event that no election is made, payment to the Executive has not been employed by will be made on a monthly basis during the Bank or Holding Company during all or part of the three immediately preceding years, the annual base salary paid to Executive for such periods shall, for purposes remaining term of this Section 3, be deemed to be equal to the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%). At the discretion of Executive, upon an election pursuant to Section 3(e) hereof, such payment may be made in a lump sum immediately upon severance of Executive's employment or paid, on a pro rata basis, semi-monthly during the thirty-six (36) months following the Executive's terminationAgreement. (b) Upon the occurrence of a Change in Control of the Bank or the Company followed at any time during the term of on this Agreement by the Executive's voluntary or involuntary termination of employmentemployment with the Bank, other than for Termination for Cause, the Bank shall cause to be continued life, health medical, dental, and disability coverage substantially identical to the coverage maintained by the Bank for Executive prior to his severance. Such coverage shall cease upon the earlier of Executive's obtaining similar coverage by another employer or twelve (12) months from the date of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide insurance coverage substantially identical to the coverage maintained by the Bank for the Executive prior to severance. Such coverage and payments shall cease upon the expiration of thirteen months after termination for a period of twelve (12) monthsemployment. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs of this Section 3, in the event that: (i) the aggregate if payments under this Agreement, together with any other payments received or benefits to be made or afforded to received by the Executive under said paragraphs (the "Termination Benefits") in connection with a Change in Control would be deemed to include an "excess parachute payment" under pursuant to Section 280G of the Internal Revenue Code of 1986 (the "Code") or any successor thereto, and (ii) if such Termination Benefits were reduced to an amount (the "Non- Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount", as determined in accordance with said Section 280G, and the Non- Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus the amount of tax required to be paid by Executive thereon by Section 4999 of the Codeamended, then the Termination Benefits benefits under this Agreement shall be reduced (to not less than zero) to the Non-Triggering Amountextent necessary to avoid the payment of an excess parachute payment by the Bank. The Executive shall determine the allocation of such reduction among payments to the reduction required hereby among the Termination Benefits Executive. The Bank shall be entitled to rely on calculations provided by the preceding paragraphs of this Section 3 its independent auditors as to whether payments to Executive would constitute excess parachute payment, which shall be determined by binding on Executive. In the event that . (d) Any payments made to Executive receives the Non-Triggering Amount pursuant to this paragraph (fAgreement, or otherwise, are subject to and conditioned upon their compliance with 12 USC Section 1828(k) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have receivedany regulations promulgated thereunder.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the voluntary or involuntary termination of Executive's ’s employment, other than for Termination for Cause, the Bank and the Company shall pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to three (3) times the average annual base salary compensation paid to Executive for the three (3) years immediately preceding Executive's ’s termination. In the event the Executive has not been employed by the Bank or Holding Company during all or part For purposes of the three immediately preceding yearssentence, the annual compensation shall include only base salary paid to Executive for such periods shall, for purposes of this Section 3, be deemed to be equal to the Executive's initial base salary upon commencing employment adjusted to reflect assumed plus annual base salary increases of ten percent (10%)cash bonus payments. At the discretion of Executive, upon an election pursuant to Section 3(e) hereof, such payment may be made in a lump sum immediately upon severance of Executive's ’s employment or paid, on a pro rata basis, semi-monthly during the thirty-six (36) months following the Executive's ’s termination. (b) Upon the occurrence of a Change in Control of the Bank or the Company followed at any time during the term of this Agreement by Executive's ’s voluntary or involuntary termination of employment, other than for Termination for Cause, the Bank shall cause to be continued life, health and disability coverage substantially identical to the coverage maintained by the Bank for Executive and his or her dependents prior to his severance. Such coverage shall cease upon the earlier of Executive's ’s obtaining similar coverage by another employer or twelve thirty-six (1236) months from the date of Executive's ’s termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive and his or her dependents prior to termination for a period of twelve thirty-six (1236) monthsmonths from the date of Executive’s termination. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan ’s stock option plans or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans.[INTENTIONALLY LEFT BLANK] (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs of this Section 3, in the event that: it shall be determined that any payment or distribution of any type to or for the benefit of the Executive by the Bank, any of its affiliates, or any person who acquires ownership or effective control of the Bank or Holding Company or ownership of a substantial portion of the Bank’s or Holding Company’s assets (i) within the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") would be deemed to include an "excess parachute payment" under meaning of Section 280G of the Internal Revenue Code of 1986 (Code, and the "Code"regulations thereunder) or any affiliate of such person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the “Total Payments”), is subject to the excise tax imposed by Section 4999 of the Code or any similar successor theretoprovision or any interest or penalties with respect to such excise tax (such excise tax, and together with any such interest and penalties, are collectively referred to as the “Excise Tax”), then, except in the case of a Deminimus Excess Amount (iias described below), the Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) if in an amount such Termination Benefits were that after payment by the Executive of all taxes imposed upon the Gross-Up Payment (including any federal, state and local income, payroll or excise taxes and any interest or penalties imposed with respect to such taxes), the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Total Payments (not including any Gross-Up Payment). In the event that the amount by which the present value of the Total Payments which constitute “parachute payments” (within the meaning of Section 280G of the Code ) (the “Parachute Payments”) exceeds three (3) times the Executive’s “base amount” (within the meaning of Section 280G of the Code) (the “Base Amount”) is less than 3% of the amount determined under Section 3(a) of this Agreement, such excess shall be deemed to be a Deminimus Excess Amount and the Executive shall not be entitled to a Gross-Up Payment. In such an instance, the Parachute Payments shall be reduced to an amount (the "Non- “Non-Triggering Amount"”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount", as determined in accordance with said Section 280G, and ’s Base Amount; provided that such reduction shall not be made unless the Non- Non-Triggering Amount would be greater than the aggregate value of the Termination Benefits Parachute Payments (without such reduction) minus the amount of tax Excise Tax required to be paid by Executive thereon by Section 4999 of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amountthereon. The allocation of the reduction required hereby among shall be made by reducing the Termination Benefits provided by amount payable under Section 3(a) of this Agreement. All determinations as to the preceding portion, if any, of the Total Payments which constitute Parachute Payments, whether a Gross-Up Payment is required, the amount of such Gross-Up Payment, the amount of any reduction, and any amounts relevant to the foregoing paragraphs of this Section 3 3(f) shall be determined made by an independent accounting firm selected by the Bank, which may be the accounting firm then regularly retained by the Bank (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations, regarding the amount of any Gross-Up Payment and any other relevant matter, both to the Bank and the Executive, within five (5) days of a date of termination, if applicable, or such earlier time as requested by the Bank or the Executive (if the Executive reasonably believes that any of the Total Payments may be subject to the Excise Tax). Any determinations by the Accounting Firm shall be binding upon the Bank and the Executive. In As a result of uncertainty in the event that Executive receives application of Section 280G and 4999 of the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined Code at the time of the initial determination by the Accounting Firm hereunder, or as a result of a subsequent determination by the Internal Revenue Service or a judicial authority authority, it is possible that Executive is deemed to the Bank should have received an made Gross-Up Payments (“Underpayments”), or that Gross-Up Payments will have been made by the Bank which should not have been made (“Overpayments”). In either such event, the Accounting Firm shall determine the amount in excess of the Non-Triggering AmountUnderpayment or Overpayment that has occurred. In the case of the Underpayment, the amount of such Underpayment shall be promptly paid by the Bank to or Company shall pay for the benefit of the Executive. In the case of an Overpayment, the Executive shall, at the direction and expense of the Bank, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, the Bank, and otherwise reasonably cooperate with the Bank to Executive an amount equal correct such Overpayment, including repayment of such Overpayment to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have receivedBank.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the voluntary or involuntary termination of Executive's ’s employment, other than for Termination for Cause, the Bank and the Company shall pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to three (3) times the average annual base salary compensation paid to Executive for the three (3) years immediately preceding Executive's ’s termination. In For purposes of the event preceding sentence: (a) compensation shall include only base salary plus payments made under the MAF Bancorp Executive has Annual Incentive Plan; and (b) the base salary and annual incentive plan payments for any portion of the preceding three-year period during which Executive was not been employed by the Bank or Holding Company during all or part of the three immediately preceding years, the annual shall be based on Executive’s annualized 2004 base salary paid to Executive and annual incentive plan bonus earned for such periods shall, for purposes of this Section 3, be deemed to be equal to the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%)2004. At the discretion of Executive, upon an election pursuant to Section 3(e) hereof, such payment may be made in a lump sum immediately upon severance of Executive's ’s employment or paid, on a pro rata basis, semi-monthly during the thirty-six (36) months following the Executive's ’s termination. (b) Upon the occurrence of a Change in Control of the Bank or the Company followed at any time during the term of this Agreement by Executive's ’s voluntary or involuntary termination of employment, other than for Termination for Cause, the Bank shall cause to be continued life, health and disability coverage substantially identical to the coverage maintained by the Bank for Executive and his or her dependents prior to his severance. Such coverage shall cease upon the earlier of Executive's ’s obtaining similar coverage by another employer or twelve thirty-six (1236) months from the date of Executive's ’s termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive and his or her dependents prior to termination for a period of twelve thirty-six (1236) monthsmonths from the date of Executive’s termination. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan ’s stock option plans or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans.[INTENTIONALLY LEFT BLANK] (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs of this Section 3, in the event that: it shall be determined that any payment or distribution of any type to or for the benefit of the Executive by the Bank, any of its affiliates, or any person who acquires ownership or effective control of the Bank or Holding Company or ownership of a substantial portion of the Bank’s or Holding Company’s assets (i) within the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") would be deemed to include an "excess parachute payment" under meaning of Section 280G of the Internal Revenue Code of 1986 (Code, and the "Code"regulations thereunder) or any affiliate of such person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the “Total Payments”), is subject to the excise tax imposed by Section 4999 of the Code or any similar successor theretoprovision or any interest or penalties with respect to such excise tax (such excise tax, and together with any such interest and penalties, are collectively referred to as the “Excise Tax”), then, except in the case of a Deminimus Excess Amount (iias described below), the Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) if in an amount such Termination Benefits were that after payment by the Executive of all taxes imposed upon the Gross-Up Payment (including any federal, state and local income, payroll or excise taxes and any interest or penalties imposed with respect to such taxes), the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Total Payments (not including any Gross-Up Payment). In the event that the amount by which the present value of the Total Payments which constitute “parachute payments” (within the meaning of Section 280G of the Code ) (the “Parachute Payments”) exceeds three (3) times the Executive’s “base amount” (within the meaning of Section 280G of the Code) (the “Base Amount”) is less than 3% of the amount determined under Section 3(a) of this Agreement, such excess shall be deemed to be a Deminimus Excess Amount and the Executive shall not be entitled to a Gross-Up Payment. In such an instance, the Parachute Payments shall be reduced to an amount (the "Non- “Non-Triggering Amount"”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount", as determined in accordance with said Section 280G, and ’s Base Amount; provided that such reduction shall not be made unless the Non- Non-Triggering Amount would be greater than the aggregate value of the Termination Benefits Parachute Payments (without such reduction) minus the amount of tax Excise Tax required to be paid by Executive thereon by Section 4999 of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amountthereon. The allocation of the reduction required hereby among shall be made by reducing the Termination Benefits provided by amount payable under Section 3(a) of this Agreement. All determinations as to the preceding portion, if any, of the Total Payments which constitute Parachute Payments, whether a Gross-Up Payment is required, the amount of such Gross-Up Payment, the amount of any reduction, and any amounts relevant to the foregoing paragraphs of this Section 3 3(f) shall be determined made by an independent accounting firm selected by the Bank, which may be the accounting firm then regularly retained by the Bank (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations, regarding the amount of any Gross-Up Payment and any other relevant matter, both to the Bank and the Executive, within five (5) days of a date of termination, if applicable, or such earlier time as requested by the Bank or the Executive (if the Executive reasonably believes that any of the Total Payments may be subject to the Excise Tax). Any determinations by the Accounting Firm shall be binding upon the Bank and the Executive. In As a result of uncertainty in the event that Executive receives application of Section 280G and 4999 of the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined Code at the time of the initial determination by the Accounting Firm hereunder, or as a result of a subsequent determination by the Internal Revenue Service or a judicial authority authority, it is possible that Executive is deemed to the Bank should have received an made Gross-Up Payments (“Underpayments”), or that Gross-Up Payments will have been made by the Bank which should not have been made (“Overpayments”). In either such event, the Accounting Firm shall determine the amount in excess of the Non-Triggering AmountUnderpayment or Overpayment that has occurred. In the case of the Underpayment, the amount of such Underpayment shall be promptly paid by the Bank to or Company shall pay for the benefit of the Executive. In the case of an Overpayment, the Executive shall, at the direction and expense of the Bank, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, the Bank, and otherwise reasonably cooperate with the Bank to Executive an amount equal correct such Overpayment, including repayment of such Overpayment to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have receivedBank.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the voluntary (in accordance with Section 2(a) of this Agreement) or involuntary termination of Executive's employment, other than a termination for Termination for Just Cause, the Bank and the Company shall be obligated to pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to three two (32) times the following items: (i) the average annual base salary paid to Executive for the three (3) years immediately preceding Executive's termination. In the event the Executive has not been employed of any taxable income included by the Bank or Holding the Company on Executive's Form W-2 or reflected on a Form 1099 provided by the Bank or the Company to Executive, excluding A) income attributable to Executive's exercise of a non-statutory stock option, B) income related to Executive's disqualifying disposition of an incentive stock option to acquire Company common stock, or C) income related to the distribution of benefits under any tax-qualified or non-tax-qualified retirement or deferred compensation plan or arrangement sponsored by the Company or the Bank, during all or part each of the three immediately five (5) most recently completed calendar years preceding yearsthe Change in Control. (ii) the sum of the average of the value of the deferrals, allocations, or contributions made by Executive or on behalf of Executive by the annual base salary paid to Executive for such periods shallBank, for during each of the five (5) most recently completed calendar years preceding the Change in Control, under the Bank's employee stock ownership and 401(k) savings plans. For purposes of this Section 3clause (ii), the value of allocations made to Executive under the employee stock ownership plan or the supplemental executive retirement plan shall be deemed to be equal valued by reference to the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases fair market value of ten percent (10%). At Company common stock as of the discretion date of Executive, upon an election pursuant to Section 3(e) hereof, such payment may be made in a lump sum immediately upon severance of Executive's employment or paid, on a pro rata basis, semi-monthly during the thirty-six (36) months following the Executive's terminationallocation. (b) Upon the occurrence of a Change in Control and Executive's termination of employment in connection therewith, to the extent that the Bank continues to offer any life, medical, health, dental and disability insurance coverage or arrangements in which Executive or his dependents participated immediately prior to the Change in Control (each being a "Welfare Plan"), Executive and his covered dependents shall continue participating in such Welfare Plans, subject to the same premium contributions as were required immediately prior to the Change in Control, until the earlier of (i) the Executive's death; (ii) his employment by another employer other than one of which he is the majority owner; or (iii) the expiration of twenty-four months. If the Company or the Company followed Bank does not offer the Welfare Plans at any time during after the term of this Agreement by Executive's voluntary or involuntary termination of employment, other than for Termination for CauseChange in Control, the Bank Company shall cause to be continued life, health and disability coverage substantially identical provide Executive with a payment equal to the coverage maintained by premiums for such benefits for the Bank for Executive prior to his severance. Such coverage shall cease upon period which runs until the earlier of Executive's obtaining similar coverage (i) his death; (ii) his employment by another an employer other than one of which he is the majority owner; or twelve (12iii) months from the date expiration of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period of twelve (12) twenty-four months. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs provisions of this Section 3, in the no event that: (i) shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") would be deemed to include constitute an "excess parachute payment" under Section 280G of the Internal Revenue Code of 1986 (the "Code") or any successor thereto, and (ii) if and in order to avoid such a result, Termination Benefits were reduced will be reduced, if necessary, to an amount (the "Non- Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount", ," as determined in accordance with said Section 280G, and the Non- Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus the amount of tax required to be paid by Executive thereon by Section 4999 of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amount. 280G. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have received.

Termination Benefits. (a) Upon If within six (6) months following the occurrence of date a Change in ControlControl has occurred or the Boards of Directors have determined that a Change in Control has occurred, followed at any time during Executive shall be entitled to the term of this Agreement benefits provided in Sections 3(b) and 3(c) upon: (1) Executive's termination by the voluntary Company or involuntary termination of Executive's employmentAssociation, other than for Termination for Cause, or (2) a material detrimental alteration in authority or responsibility, demotion, loss of title, or (3) material reduction in annual compensation or benefits, with material reduction defined as 5.00% or more, or (4) relocation of Executive's principal place of employment by more than thirty (30) miles from its prior location. (b) If the Bank and Executive becomes eligible for benefits under Section 3(a) above, the Company or Association shall be obligated to pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to three _______ (3__) times Executive's then current annual compensation. Such annual compensation shall include base salary, auto allowance, any bonuses in the average annual base salary form of cash or stock grants paid or to be paid to Executive for in any such year, and the three (3) years immediately preceding Executive's termination. In the event the amount of benefits paid or accrued to Executive has not been employed pursuant to any qualified or non-qualified employee benefit plan maintained by the Bank Company or Holding Company during all or part of the three immediately preceding years, the annual base salary paid to Executive for Association in any such periods shall, for purposes of this Section 3, be deemed to be equal to the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%)year. At the discretion election of Executive, upon an Executive which election pursuant is to Section 3(e) hereofbe made prior to a Change in Control, such payment may be made in a lump sum immediately upon severance sum. In the event that no election is made, payment to Executive will be made on a monthly basis in approximately equal installments during the remaining term of this Agreement. This Agreement specifically states that no benefits will be "grossed up" or otherwise adjusted to reflect the personal income tax consequences to or personal income tax liabilities of Executive's employment or paid, on a pro rata basis, semi-monthly during the thirty-six (36) months following the Executive's termination. (bc) Upon If the occurrence of a Change in Control of the Bank or Executive becomes eligible for benefits under Section 3(a) above, the Company followed at any time during the term of this Agreement by Executive's voluntary or involuntary termination of employment, other than for Termination for Cause, the Bank Association shall cause to be continued lifemedical, health dental, vision, short term disability, and long term disability coverage substantially identical similar to the coverage maintained by the Bank Company or Association for Executive prior to his severance, except to the extent such coverage may be changed in its application to all Company or Association employees. Such coverage and payments shall cease upon the earlier of Executive's obtaining similar coverage by another employer or twelve (12) months from the date of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period expiration of twelve (12) months. (c) Upon full calendar months following the occurrence Date of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plansTermination. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs provisions of this Section 3, in the event that: (i) the aggregate payments or benefits to be made or afforded to Executive under said paragraphs Executive, which are deemed to be parachute payments as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") or any successor thereof, (the "Termination Benefits") would be deemed to include an "excess parachute payment" under Section 280G of the Internal Revenue Code of 1986 (the "Code") or any successor thereto, ; and (ii) if such Termination Benefits were reduced to an amount (the "Non- Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount", ," as determined in accordance with said Section 280G, G and the Non- Non-Triggering Amount would be greater than the aggregate value of the Termination Benefits (without excluding such reduction) minus the amount of tax required to be paid by the Executive thereon by Section 4999 of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined solely by the Internal Revenue Service or judicial authority that Executive at Executive's discretion. (e) If the Executive's employment is deemed to have received an amount in excess terminated by reason of Executive's voluntary resignation, all of the Non-Triggering Amount, Company's and Association's obligations hereunder shall terminate upon the Bank date the Executive ceases to be employed as a result of such voluntary resignation. Executive shall be entitled to no additional compensation beyond that generally available to all or Company shall pay to Executive an amount equal to the value substantially all of the payments or benefits in excess full-time employees of the Non-Triggering Amount he is so deemed Company or Association at that time, and Executive shall only be entitled to have receivedthat compensation and benefits earned and vested at the date of such voluntary resignation.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the voluntary or involuntary termination of Executive's employment, other than for Termination for Cause, the Bank and the Holding Company shall be obligated to pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to three (3) times the average annual base salary paid to Executive Executive's Average Annual Compensation for the three (3) five most recent taxable years immediately preceding Executive's termination. In the event the that Executive has not been employed by the Bank Institution or such lesser number of years in the event that Executive shall have been employed by the Institution for less than five years. Such Average Annual Compensation shall include all taxable income paid by the Holding Company during all or part its subsidiaries, including, but not limited to, base salary, commissions and bonuses, as well as contributions on behalf of the three immediately preceding yearsExecutive to any pension and profit sharing plan, the annual base salary severance payments, director or committee fees and fringe benefits paid or to be paid to the Executive for during such periods shall, for purposes of this Section 3, be deemed to be equal to the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%)years. At the discretion election of Executive, upon an Executive which election pursuant is to Section 3(e) hereofbe made prior to a Change in Control, such payment may shall be made in a lump sum immediately upon severance of Executive's employment or paidsum. In the event that no election is made, payment to Executive will be made on a pro rata basis, semi-monthly basis in approximately equal installments during the thirty-six (36) months following the Executive's terminationremaining term of this Agreement. (b) Upon the occurrence of a Change in Control of the Bank Institution or the Holding Company followed at any time during the term of this Agreement by Executive's voluntary or involuntary termination of employment, other than for Termination for Cause, the Bank Holding Company shall cause to be continued life, health medical and disability coverage substantially identical to the coverage maintained by the Bank Institution for Executive prior to his severance, except to the extent such coverage may be changed in its application to all Institution employees. Such coverage and payments shall cease upon expiration of thirty-six (36) full calendar months following the earlier Date of Executive's obtaining similar coverage by another employer or twelve (12) months from the date of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period of twelve (12) monthsTermination. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs of this Section 3, in the event that: (i) the aggregate payments or benefits to be made or afforded to Executive under said paragraphs Executive, which are deemed to be parachute payments as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") or any successor thereof, (the "Termination Benefits") would be deemed to include an "excess parachute payment" under Section 280G of the Internal Revenue Code of 1986 (the "Code") or any successor thereto, ; and (ii) if such Termination Benefits were reduced to an amount (the "Non- Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount", ," as determined in accordance with said Section 280G, G and the Non- Non-Triggering Amount less the product of the marginal rate of any applicable state and federal income tax and the Non-Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus (i) the amount of tax required to be paid by the Executive thereon by Section 4999 of the CodeCode and further minus (ii) the product of the Termination Benefits and the marginal rate of any applicable state and federal income tax, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by the Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have received.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the voluntary or involuntary termination of Executive's employment, other than for Termination for Cause, the Bank and the Holding Company shall be obligated to pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to three (3) times the Executive's average annual base salary paid to Executive compensation for the three (3) five most recent taxable years immediately preceding Executive's termination. In the event the that Executive has not been employed by the Bank or Holding Company during all such lesser number of years in the event that Executive shall have been employed by the Bank for less than five years. Such annual compensation shall include Base Salary, commissions, bonuses, contributions on behalf of Executive to any pension and profit sharing plan, severance payments, director or part of the three immediately preceding years, the annual base salary committee fees and fringe benefits paid or to be paid to the Executive for during such periods shall, for purposes of this Section 3, be deemed to be equal to the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%)years. At the discretion election of Executive, upon an Executive which election pursuant is to Section 3(e) hereofbe made prior to a Change in Control, such payment may shall be made in a lump sum immediately upon severance of Executive's employment or paidsum. In the event that no election is made, payment to Executive will be made on a pro rata basis, semi-monthly basis in approximately equal installments during the thirty-six (36) months remaining term of this Agreement. Such payments shall not be reduced in the event Executive obtains other employment following the Executive's terminationtermination of employment. (b) Upon the occurrence of a Change in Control of the Bank or the Holding Company followed at any time during the term of this Agreement by Executive's voluntary or involuntary termination of employment, other than for Termination for Cause, the Bank Holding Company shall cause to be continued life, health medical and disability coverage substantially identical to the coverage maintained by the Bank for Executive prior to his severance, except to the extent such coverage may be changed in its application to all Bank employees. Such coverage and payments shall cease upon expiration of thirty-six (36) full calendar months following the earlier Date of Executive's obtaining similar coverage by another employer or twelve (12) months from the date of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period of twelve (12) monthsTermination. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs of this Section 3, in the event that: (i) the aggregate payments or benefits to be made or afforded to Executive under said paragraphs Executive, which are deemed to be parachute payments as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") or any successor thereof, (the "Termination Benefits") would be deemed to include an "excess parachute payment" under Section 280G of the Internal Revenue Code of 1986 (the "Code") or any successor thereto, ; and (ii) if such Termination Benefits were reduced to an amount (the "Non- Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount", ," as determined in accordance with said Section 280G, G and the Non- Triggering Amount less the product of the marginal rate of any applicable state and federal income tax and the Non Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus (i) the amount of tax required to be paid by the Executive thereon by Section 4999 of the CodeCode and further minus (ii) the product of the Termination Benefits and the marginal rate of any applicable state and federal income tax, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by the Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have received.

Termination Benefits. (a) Upon The Executive shall be entitled to the occurrence of severance and benefits provided for in this Section 3 if either in connection with or following a Change in Control, followed at any time Control (as herein defined) during the term of this Agreement Agreement: (i) the Executive is terminated by the voluntary Bank or involuntary termination of Executive's employmentits successor, other than for Termination for Cause, or (ii) the Bank and the Company Executive is Constructively Discharged. The Executive shall pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as be entitled to severance pay or liquidated damages, or both, a sum equal to three two (32) times the sum of: (i) the average annual of the two preceding years' base salary salary, calculated for the two year period immediately preceding the date such amount is to be determined; plus (ii) the highest bonus paid to the Executive during the two preceding years, calculated for the two year period immediately preceding the date such amount is to be determined; plus (iii) the sum of the Bank's contributions to the Bank's Employee Stock Ownership Plan and the Bank's 401(k) Plan (and not the Executive's contributions to the 401(k) Plan) made on behalf of the Executive for the three (3) years two year period immediately preceding Executive's terminationthe date such amount is to be determined, divided by two (2). In the event For purposes of determining base salary under this Subsection, the Executive has not been employed by the Bank or Holding Company during all or part of the three immediately preceding years, the annual base salary paid to Executive for such periods shall, for purposes of this Section 3, shall be deemed to be equal to have been paid during any period of leave at the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases rate in effect as of ten percent (10%). At the discretion of Executive, upon an election pursuant to Section 3(e) hereof, such payment may be made in a lump sum immediately upon severance of Executive's employment or paid, on a pro rata basis, semi-monthly during date the thirty-six (36) months following the Executive's terminationleave commenced. (b) Upon In addition to the occurrence of a Change in Control of the Bank or the Company followed at any time during the term of this Agreement by Executive's voluntary or involuntary termination of employment, other than for Termination for Cause, amount determined under subsection (a) the Bank shall cause to be continued the Executive's life, health medical, dental and disability coverage substantially identical to the coverage maintained by the Bank for Executive prior to his severance. Such coverage shall cease upon the earlier of Executive's obtaining similar coverage by another employer or twelve (12) months from the date of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to Executive's termination. Such coverage shall cease upon the expiration of the earlier of: (i) twenty-four (24) months; or (ii) Executive's employment by another employer and coverage under plans that provided Executive with substantially identical coverage. (c) The amount payable under subsection (a) hereof shall be paid to the Executive, or in the event of Executive's subsequent death, his beneficiary or beneficiaries, or his estate as the case may be. Payment shall be made in one lump sum within ten (10) business days of the Executive's Date of Termination; provided, however, that the Executive may elect, prior to termination for a period of twelve employment and the right to receive any amounts hereunder, to have the amount payable in equal monthly installments over twenty-four (1224) months. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs of this Section 33 and except as provided in this subsection (d), in the event that: (i) that it shall be determined that any payment, benefit or other entitlement under this Agreement and any other plan or arrangement of the aggregate payments Bank or benefits to be made or afforded to Executive under said paragraphs the Company (the "Termination BenefitsTotal Payments") would be deemed to include constitute an "excess parachute paymentExcess Parachute Payment" under within the meaning of Section 280G of the Internal Revenue Code of 1986 1986, as amended (the "Code") and thereby be subject to the excise tax imposed by Section 4999 of the Code or any similar successor provision or any interest or penalties with respect to such excise tax (collectively the "Excise Tax"), then, except in the case of a de Minimus Excess Amount (as defined below), the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of all taxes imposed upon the Gross-Up Payment (including any federal, state and local income, payroll and excise taxes and any interest or penalties imposed with respect to such taxes), the Executive retains an amount of the Gross Up Payment equal to the Excise Tax imposed upon the Total Payments (not including any Gross-Up Payment). If, at a later date, the Internal Revenue Service assesses a deficiency against the Executive for the Excise Tax which is greater than that which was determined at the time such amounts were paid, then the Bank shall pay to the Executive the amount of such unreimbursed Excise Tax plus any interest, penalties and reasonable professional fees or expenses incurred by the Executive as a result of such assessment, including all such taxes with respect to any such additional amount. The highest marginal tax rate applicable to individuals at the time of the payment of such amounts will be used for purposes of determining the federal and state income and other taxes with respect thereto. The Bank shall withhold from any amounts paid under this Agreement the amount of any Excise Tax or other federal, and state or local taxes then required to be withheld. Computations of the amount of the Gross-Up Payment paid under this subparagraph shall be conclusively made by the Bank's independent accountants, in consultation, if necessary, with the Bank's independent legal counsel. If, after the Executive receives any Gross-Up Payment or other amount pursuant to this subparagraph, the Executive receives any refund with respect to the Excise Tax, the Executive shall promptly pay the Bank the amount of such refund within ten (ii10) if days of receipt by the Executive. Notwithstanding the foregoing, in the event that the amount by with the present value of the Total Payments which would constitute an Excess Parachute Payment is less than 3% of the Total Payments, then such Termination Benefits were Excess Parachute Payment shall be deemed to be a "de Minimus Excess Amount" and the Executive shall not be entitled to a Gross-Up Payment. In such a case, the Total Payments will be reduced to an amount (the "Non- Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount", ," as determined in accordance with said Code Section 280G, and ; provided that such reduction shall not be made unless the Non- Non-Triggering Amount would be greater than the aggregate value of the Termination Benefits Total Payments (without such reduction) minus the amount of tax Excise Tax required to be paid by Executive thereon by Section 4999 of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amountthereon. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 sentence shall be determined by the Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have received.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the voluntary or involuntary termination of Executive's employment, other than for Termination for Cause, the Bank and the Company Institution shall be obligated to pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to three (3) times the Executive's average annual base salary paid to Executive compensation for the three (3) five most recent taxable years immediately preceding Executive's termination. In the event the that Executive has not been employed by the Bank Institution or Holding Company during all such lesser number of years in the event that Executive shall have been employed by the Institution for less than five years. Such annual compensation shall include base salary, commissions, bonuses, any other cash compensation, contributions or part accruals on behalf of the three immediately preceding yearsExecutive to any pension and profit sharing plan, the annual base salary benefits received or to be received under any stock-based benefit plan, severance payments, director or committee fees and fringe benefits paid or to be paid to the Executive for during such periods shall, for purposes of this Section 3, be deemed to be equal to the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%)years. At the discretion election of Executive, upon an Executive which election pursuant is to Section 3(e) hereofbe made prior to a Change in Control, such payment may shall be made in a lump sum immediately upon severance of Executive's employment or paid, on an annual basis in approximately equal installments over a pro rata basis, semi-monthly during the thirty-six three (363) months following the Executive's terminationyear period. (b) Upon the occurrence of a Change in Control of the Bank Institution or the Holding Company followed at any time during the term of this Agreement by Executive's voluntary or involuntary termination of employment, other than for Termination for Cause, the Bank Institution shall cause to be continued life, health medical and disability coverage substantially identical to the coverage maintained by the Bank Institution or Holding Company for Executive prior to his severance, except to the extent such coverage may be changed in its application to all Institution or Holding Company employees on a nondiscriminatory basis. Such coverage and payments shall cease upon the earlier expiration of Executive's obtaining similar coverage by another employer or twelve thirty-six (1236) full calendar months from the date Date of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period of twelve (12) monthsTermination. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs of this Section 3, in the event that: (i) the aggregate payments or benefits to be made or afforded to Executive under said paragraphs Executive, which are deemed to be parachute payments as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), or any successor thereof (the "Termination Benefits") ), would be deemed to include an "excess parachute payment" under Section 280G of the Internal Revenue Code of 1986 (the "Code") or any successor thereto, ; and (ii) if such Termination Benefits were reduced to an amount (the "Non- Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount", ," as determined in accordance with said Section 280G, G and the Non-Triggering Amount less the product of the marginal rate of any applicable state and federal income tax and the Non- Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus (i) the amount of tax required to be paid by the Executive thereon by Section 4999 of the CodeCode and further minus (ii) the product of the Termination Benefits and the marginal rate of any applicable state and federal income tax, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by the Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have received.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the voluntary (in accordance with Section 2(a) of this Agreement) or involuntary termination of Executive's employment, other than a termination for Termination for Just Cause, the Bank and the Company shall be obligated to pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to three (3) times the average Executive's highest annual base salary paid to Executive compensation for the three (3) most recent taxable years immediately preceding Executive's termination. In the event the that Executive has not been employed by the Bank or Holding Company during all or part of the three immediately preceding years, the Company. Such annual compensation shall include base salary and any other taxable income, including but not limited to, commissions, bonuses (whether paid or accrued for the applicable period), severance payments, retirement benefits, director or committee fees and fringe benefits paid or to be paid to Executive or paid for Executive's benefit during any such periods shallyear, as well as profit sharing, employee stock ownership plan and other retirement contributions or benefits, including to any tax-qualified or non-tax qualified plan or arrangement (whether or not taxable) made or accrued on behalf of Executive in such year. Notwithstanding the foregoing sentence, the number of any options shall not, for purposes of this Section 3calculation, be deemed to be equal exceed 20,000 options. The Executive may elect to the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%). At the discretion of Executive, upon an election pursuant to Section 3(e) hereof, such receive payment may be made in a lump sum immediately upon severance (without discount for early payment) within thirty (30) days of Executive's employment the Date of Termination on or paidfollowing a Change in Control. In the event that no election is made, payment to Executive will be made on a pro rata basis, semi-monthly basis in approximately equal installments during the thirty-six (36) months remaining term of this Agreement. Such payments shall not be reduced in the event Executive obtains other employment following the Executive's terminationtermination of employment. (b) Upon the occurrence of a Change in Control and Executive's termination of employment in connection therewith, for sixty (60) full calendar months following the Bank or Date of Termination the Company followed at any time during the term of this Agreement by Executive's voluntary or involuntary termination of employment, other than for Termination for Cause, the Bank shall will cause to be continued life, health medical and disability coverage substantially identical to the coverage maintained by the Bank Company for Executive and any of his dependents covered under such plans immediately prior to his severancethe Change in Control. Such coverage shall cease upon Following completion of the earlier of sixty (60) calendar month period, Executive and Executive's obtaining similar coverage by another employer or twelve (12) months from the date of dependents may elect to continue to participate in such plans at Executive's terminationown cost and expense by advising the Company in writing not later than sixty (60) days prior to the expiration of such sixty (60) month period. In the event the Executive obtains new employment and receives less coverage for life, health Executive's participation in any such plan or disabilityprogram is barred, the Bank Company shall arrange to provide coverage Executive and his dependents with benefits substantially identical similar to those which Executive and his dependents would otherwise have been entitled to receive under such plans and programs from which their continued participation is barred or, at the coverage maintained by the Bank for the Executive prior to termination for a period election of twelve (12) monthsExecutive, provide their economic equivalent. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs of this Section 3, in the no event that: (i) shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") would be deemed to include constitute an "excess parachute payment" under Section 280G of the Internal Revenue Code of 1986 (the "Code") or any successor thereto, and (ii) if and in order to avoid such a result Termination Benefits were reduced will be reduced, if necessary, to an amount (the "Non- Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount", ," as determined in accordance with said Section 280G, and the Non- Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus the amount of tax required to be paid by Executive thereon by Section 4999 G of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have received.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the voluntary or involuntary termination of Executive's employment, other than for Termination for Cause, the Bank Association and the Company shall pay the Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to three (3) times the average his then current annual base salary paid to Executive for the three (3) years immediately preceding Executive's termination. In the event the Executive has not been employed by the Bank or Holding Company during all or part of the three immediately preceding years, the annual base salary paid to Executive for such periods shall, for purposes of this Section 3, be deemed to be equal to the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%)salary. At the discretion election of Executive, upon an election pursuant to Section 3(e) hereof, the Executive such payment may be made in a lump sum immediately upon severance of Executive's employment or paid, on a pro rata basis, semi-monthly paid in equal installment installments during the thirty-six (36) months following the Executive's termination. In the event that no election is made, payment to the Executive will be made on a basis basis during the remaining term of this Agreement. (b) Upon the occurrence of a Change in Control of the Bank Association or the Company followed at any time during the term of this Agreement by the Executive's voluntary or involuntary termination of employment, other than for Termination for Cause, the Bank Association shall cause to be continued life, health medical, dental and disability coverage substantially identical to the coverage maintained by the Bank for Executive prior to his severance, except to the extent such coverage may be changed in its application to all Association employees. Such coverage and payments shall cease upon the earlier expiration of Executive's obtaining similar coverage by another employer or twelve thirty-six (12) months from the date of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period of twelve (1236) months. (c) Upon As of the occurrence effective date of a Change this Agreement, and annually as of the first business day of January or soon thereafter, Executive shall make the election referred to in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or any other employee benefit plan Section 3(a) hereof with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, whether the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections said Section 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sectionsbasisbasis. Such election shall be irrevocable for the year for which such election is mademade and shall continue in effect until the Executive has made his next annual election. (fd) Notwithstanding the preceding paragraphs of this Section 3, in the no event that: (i) shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") would be deemed to include constitute an "excess parachute payment" under Section 280G of the Internal Revenue Code of 1986 (the "Code") or any successor thereto, and (ii) if and in order to avoid such a result Termination Benefits were reduced will be reduced, if necessary, to an amount (the "Non- Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount", as determined in accordance with said Section 280G, and the Non- Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus the amount of tax required to be paid by Executive thereon by Section 4999 of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amount. 280G. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by the Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have received.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the voluntary or involuntary termination of the Executive's employmentemployment due to: (1) Executive's dismissal or (2) Executive's voluntary termination pursuant to Section 2(a), other than for unless such termination is due to Termination for Cause, the Bank and the Holding Company shall pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to three (3) times the Executive's average annual base salary paid to Executive compensation for the three (3) five most recent taxable years immediately preceding Executive's termination. In the event the that Executive has not been employed by the Bank or Holding Company during all such lesser number of years in the event that Executive shall have been employed by the Bank for less than five years. Such average annual compensation shall include Base Salary, commissions, bonuses, contributions on Executive's behalf to any pension and/or profit sharing plan, severance payments, retirement payments, directors or part of the three immediately preceding yearscommittee fees, the annual base salary fringe benefits paid or to be paid to the Executive in any such year and payment of any expense items without accountability or business purpose or that do not meet the Internal Revenue Service requirements for such periods shalldeductibility by the Bank; provided however, for purposes of that any payment under this Section provision and subsection 3(b) below shall not exceed three (3, be deemed to be equal to ) times the Executive's initial base salary upon commencing employment adjusted to reflect assumed average annual base salary increases of ten percent (10%)compensation. At the discretion election of Executive, upon an which election pursuant is to Section 3(e) hereofbe made prior to a Change in Control, such payment may shall be made in a lump sum immediately upon severance of Executive's employment or paidsum. In the event that no election is made, payment to Executive will be made on a pro rata basis, semi-monthly basis in approximately equal installments during the thirty-six (36) months following the Executive's terminationremaining term of this Agreement. (b) Upon the occurrence of a Change in Control of the Bank or the Holding Company followed at any time during the term of this Agreement by Executive's voluntary or involuntary termination of employment, other than for Termination for Cause, the Bank shall cause to be continued life, health medical and disability coverage substantially identical to the coverage maintained by the Bank or Holding Company for Executive prior to his severance, except to the extent such coverage may be changed in its application to all Bank or Holding Company employees on a nondiscriminatory basis. Such coverage and payments shall cease upon the earlier expiration of Executive's obtaining similar coverage by another employer or twelve twenty-four (1224) full calendar months from the date Date of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period of twelve (12) monthsTermination. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs of this Section 3, in the no event that: (i) shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") would be deemed to include constitute an "excess parachute payment" under Section 280G of the Internal Revenue Code of 1986 (the "Code") or any successor thereto, and (ii) if and in order to avoid such a result Termination Benefits were reduced will be reduced, if necessary, to an amount (the "Non- Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount", ," as determined in accordance with said Section 280G, and the Non- Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus the amount of tax required to be paid by Executive thereon by Section 4999 of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amount. 280G. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have received.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the voluntary or involuntary termination of Executive's employment, other than for Termination for Cause, the Bank and the Company shall pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to three (3) times the average annual base salary paid to Executive for the three (3) years immediately preceding Executive's termination. In the event the Executive has not been employed by the Bank or Holding Company during all or part of the three immediately preceding years, the annual base salary paid to Executive for such periods shall, for purposes of this Section 3, be deemed to be equal to the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%). At the discretion of Executive, upon an election pursuant to Section 3(e) hereof, such payment may be made in a lump sum immediately upon severance of Executive's employment or paid, on a pro rata basis, semi-monthly during the thirty-six (36) months following the Executive's termination. (b) Upon the occurrence of a Change in Control of the Bank or the Company followed at any time during the term of this Agreement by Executive's voluntary or involuntary termination of employment, other than for Termination for Cause, the Bank shall cause to be continued life, health and disability coverage substantially identical to the coverage maintained by the Bank for Executive prior to his severance. Such coverage shall cease upon the earlier of Executive's obtaining similar coverage by another employer or twelve (12) months from the date of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period of twelve (12) months. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon the occurrence of a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs of this Section 3, in the event that: (i) the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") would be deemed to include an "excess parachute payment" under Section 280G of the Internal Revenue Code of 1986 (the "Code") or any successor thereto, and (ii) if such Termination Benefits were reduced to an amount (the "Non- Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount", as determined in accordance with said Section 280G, and the Non- Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus the amount of tax required to be paid by Executive thereon by Section 4999 of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have received.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the voluntary or involuntary termination of Executive's ’s employment, other than for Termination for Cause, the Bank and the Holding Company shall be obligated to pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to three two (32) times the Executive’s average annual base salary paid to Executive compensation for the three (3) five most recent taxable years immediately preceding Executive's termination. In the event the that Executive has not been employed by the Bank or Holding Company during all such lesser number of years in the event that Executive shall have been employed by the Bank for less than five years. Such annual compensation shall include Base Salary, commissions, bonuses, contributions on behalf of Executive to any pension and profit sharing plan, severance payments, director or part of the three immediately preceding years, the annual base salary committee fees and fringe benefits paid or to be paid to the Executive for during such periods shall, for purposes of this Section 3, be deemed to be equal to the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%)years. At the discretion of Executive, upon an election pursuant to Section 3(e) hereof, such payment may Such payments shall be made in a lump sum immediately upon severance within five business days of Executive's the Date of Termination, subject to delayed payment pursuant to Section 18 hereof, if applicable. Such payments shall not be reduced in the event Executive obtains other employment or paid, on a pro rata basis, semi-monthly during the thirty-six (36) months following the Executive's terminationtermination of employment. (b) Upon the occurrence of a Change in Control of the Bank or the Holding Company followed at any time during the term of this Agreement by Executive's voluntary or involuntary ’s termination of employment, other than for Termination for Cause, the Bank Holding Company shall cause to be continued life, health medical and disability coverage substantially identical to the coverage maintained by the Bank for Executive prior to his severance, except to the extent such coverage may be changed in its application to all Bank employees. Such coverage and payments shall cease upon expiration of thirty-six (36) full calendar months following the earlier Date of Executive's obtaining similar coverage Termination. If the provision of any of the benefits covered by another employer or twelve this Section 3(b) would trigger the 20% excise tax and interest penalties under Section 409A of the Code, then the benefit(s) that would trigger such tax and interest penalties shall not be provided (12) months from collectively the date “Excluded Benefits”), and in lieu of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disabilityExcluded Benefits, the Bank shall provide coverage substantially identical will pay to the coverage maintained by Executive, in a lump sum within thirty business days following termination of employment or thirty business days after such determination, should it occur after termination of employment, a cash amount equal to the Bank for cost to the Executive prior Holding Company of providing the Excluded Benefits. Such lump sum payment will be subject to termination for a period of twelve (12) monthsdelayed payment pursuant to Section 18 hereof, if applicable. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs of this Section 3, in the event that: (i) the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") would be Executive, which are deemed to include an "excess be parachute payment" under payments as defined in Section 280G of the Internal Revenue Code of 1986 1986, as amended (the "“Code"”) or any successor theretothereof, (the “Termination Benefits”) would be deemed to include an “excess parachute payment” under Section 280G of the Code; and (ii) if such Termination Benefits were reduced to an amount (the "Non- “Non-Triggering Amount"”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "’s “base amount", ,” as determined in accordance with said Section 280G, G and the Non- Non-Triggering Amount less the product of the marginal rate of any applicable state and federal income tax and the Non Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus (i) the amount of tax required to be paid by the Executive thereon by Section 4999 of the CodeCode and further minus (ii) the product of the Termination Benefits and the marginal rate of any applicable state and federal income tax, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have receivedHolding Company.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the voluntary or involuntary termination of Executive's employment, other than for Termination for Cause, the Bank and the Holding Company shall pay to Executive, or in the event of his her subsequent death, his her beneficiary or beneficiaries, or his her estate, as the case may be, as severance pay or liquidated damages, damages or both, a sum equal to three two (32) times Executive's highest annual compensation for the average last 5 years. Such annual compensation shall include base salary salary, commissions, bonuses, contributions or accruals on behalf of Executive to any pension and profit sharing plan, any benefits to be paid or received under any stock-based benefit plan, severance payments, directors or committee fees and fringe benefits paid to Executive for the three (3) years immediately preceding Executive's termination. In the event the Executive has not been employed by the Bank or Holding Company during all or part of the three immediately preceding such years, the annual base salary paid to Executive for such periods shall, for purposes of this Section 3, be deemed to be equal to the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%). At the discretion election of Executive, upon an Executive which election pursuant is to Section 3(e) hereofbe made prior to a Change in Control, such payment may shall be made in a lump sum immediately upon severance of Executive's employment or paidsum. In the event that no election is made, payment to Executive will be made on a pro rata basis, semi-monthly basis in approximately equal installments during the thirty-six (36) months following the Executive's terminationremaining term of this Agreement. (b) Upon the occurrence of a Change in Control of the Bank Association or the Holding Company followed at any time during the term of this Agreement by Executive's voluntary or involuntary termination of employment, other than for Termination for Cause, the Bank Holding Company shall cause to be continued for the Executive and her previously covered dependents life, health medical, dental and disability coverage that the Executive agrees is substantially identical equivalent to the coverage maintained by the Bank Association for Executive and her dependents prior to his severanceher termination at no cost to the Executive. Such coverage and payments shall cease upon expiration of twenty-four (24) full calendar months following the earlier Date of Executive's obtaining similar coverage by another employer or twelve (12) months from the date of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period of twelve (12) monthsTermination. (c) Upon In each calendar year that the occurrence Executive is entitled to receive payments or benefits under the provisions of the Agreement, the Holding Company shall determine if an excess parachute payment (as defined in Section 4999 of the Internal Revenue Code of 1986, as amended, and any successor provision thereto, (the "Code")) exists. Such determination shall be made after taking any reductions permitted pursuant to Section 280G of the Code and the regulations thereunder. Any amount determined to be an excess parachute payment after taking into account such reductions shall be hereafter referred to as the "Initial Excess Parachute Payment". As soon as practicable after a Change in Control, the Executive will have such rights as specified in Initial Excess Parachute Payment shall be determined. Upon the Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon Date of Termination following a Change in Control, the Executive will be entitled Holding Company shall pay the Executive, subject to applicable withholding requirements under applicable state or federal law, an amount equal to: (1) twenty (20) percent of the Initial Excess Parachute Payment (or such other amount equal to the benefits tax imposed under Section 4999 of the Bank's Management Recognition and Retention Plans.Code); and (e2) On an annual basis such additional amount (tax allowance) as may be necessary to compensate the Executive for the payment by the Executive of state and local and federal income and excise taxes on the payment provided under clause (1) and on any payments under this Clause (2). In computing such tax allowance, the payment to be made under Clause (1) shall elect whetherbe multiplied by the "gross up percentage" ("GUP"). The GUP shall be determined as follows: Tax Rate GUP = __________ 1- Tax Rate The "Tax Rate" for purposes of computing the GUP shall be the sum of the highest marginal federal and state and local income and employment-related tax rates, including any applicable excise tax rates, applicable to the Executive in the event amounts are payable year in which the payment under Sections 3(aClause (1) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f3) Notwithstanding the preceding paragraphs of this Section 3foregoing, if it shall subsequently be determined in a final judicial determination or a final administrative settlement to which the event that: (i) Executive is a party that the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") would be deemed to include an "excess parachute payment" under Section 280G of the Internal Revenue Code of 1986 (the "Code") or any successor thereto, and (ii) if such Termination Benefits were reduced to an amount (the "Non- Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount", payment as determined defined in accordance with said Section 280G, and the Non- Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus the amount of tax required to be paid by Executive thereon by Section 4999 of the Code, reduced as described above, is more than the Initial Excess Parachute Payment (such different amount being hereafter referred to as the "Determinative Excess Parachute Payment") then the Termination Benefits Holding Company's independent accountants shall be reduced determine the amount (the "Adjustment Amount") the Holding Company must pay to the Non-Triggering Executive in order to put the Executive in the same position as the Executive would have been if the Initial Excess Parachute Payment had been equal to the Determinative Excess Parachute Payment. In determining the Adjustment Amount. The allocation , independent accountants of the reduction required hereby among Holding Company shall take into account any and all taxes (including any penalties and interest) paid by or for the Termination Benefits provided by Executive or refunded to the preceding paragraphs of this Section 3 shall be determined by Executive or for the Executive's benefit. In As soon as practicable after the event that Executive receives the Non-Triggering Adjustment Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amounthas been so determined, the Bank or Holding Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have received.the

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the voluntary or involuntary termination of the Executive's employmentemployment due to: (1) Executive's dismissal or (2) Executive's voluntary termination pursuant to Section 2(a), other than for unless such termination is due to Termination for Cause, the Bank and the Holding Company shall pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to three (3) times the Executive's average annual base salary paid to Executive compensation for the three (3) five most recent taxable years immediately preceding Executive's termination. In the event the that Executive has not been employed by the Bank or Holding Company during all such lesser number of years in the event that Executive shall have been employed by the Bank for less than five years. Such average annual compensation shall include Base Salary, commissions, bonuses, contributions on Executive's behalf to any pension and/or profit sharing plan, severance payments, retirement payments, directors or part of the three immediately preceding yearscommittee fees, the annual base salary fringe benefits paid or to be paid to the Executive in any such year and payment of any expense items without accountability or business purpose or that do not meet the Internal Revenue Service requirements for such periods shalldeductibility by the Bank; provided however, for purposes of that any payment under this Section provision and subsection 3(b) below shall not exceed three (3, be deemed to be equal to ) times the Executive's initial base salary upon commencing employment adjusted to reflect assumed average annual base salary increases of ten percent (10%)compensation. At the discretion election of Executive, upon an which election pursuant is to Section 3(e) hereofbe made prior to a Change in Control, such payment may shall be made in a lump sum immediately upon severance of Executive's employment or paidsum. In the event that no election is made, payment to Executive will be made on a pro rata basis, semi-monthly basis in approximately equal installments during the thirty-six (36) months following the Executive's terminationremaining term of this Agreement. (b) Upon the occurrence of a Change in Control of the Bank or the Holding Company followed at any time during the term of this Agreement by Executive's voluntary or involuntary termination of employment, other than for Termination for Cause, the Bank shall cause to be continued life, health medical and disability coverage substantially identical to the coverage maintained by the Bank or Holding Company for Executive prior to his severance, except to the extent such coverage may be changed in its application to all Bank or Holding Company employees on a nondiscriminatory basis. Such coverage and payments shall cease upon the earlier expiration of Executive's obtaining similar coverage by another employer or twelve twenty-four (1224) full calendar months from the date Date of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period of twelve (12) monthsTermination. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs of this Section 3, in the no event that: (i) shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") would be deemed to include constitute an "excess parachute payment" under Section 280G of the Internal Revenue Code of 1986 (the "Code") or any successor thereto, and (ii) if and in order to avoid such a result Termination Benefits were reduced will be reduced, if necessary, to an amount (the "Non- Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount", as determined in accordance with said Section 280G, and the Non- Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus the amount of tax required to be paid by Executive thereon by Section 4999 of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have received.one

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the voluntary or involuntary termination of the Executive's employmentemployment due to: (1) Executive's dismissal or (2) Executive's voluntary termination pursuant to Section 2(a), other than for unless such termination is due to Termination for Cause, the Bank and the Holding Company shall pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to three (3) times the Executive's average annual base salary paid to Executive compensation for the three (3) five most recent taxable years immediately preceding Executive's termination. In the event the that Executive has not been employed by the Bank or Holding Company during all such lesser number of years in the event that Executive shall have been employed by the Bank for less than five years. Such average annual compensation shall include Base Salary, commissions, bonuses, contributions on Executive's behalf to any pension and/or profit sharing plan, severance payments, retirement payments, directors or part of the three immediately preceding yearscommittee fees, the annual base salary fringe benefits paid or to be paid to the Executive in any such year and payment of any expense items without accountability or business purpose or that do not meet the Internal Revenue Service requirements for such periods shalldeductibility by the Bank; provided however, for purposes of that any payment under this Section provision and subsection 3(b) below shall not exceed three (3, be deemed to be equal to ) times the Executive's initial base salary upon commencing employment adjusted to reflect assumed average annual base salary increases of ten percent (10%)compensation. At the discretion election of Executive, upon an which election pursuant is to Section 3(e) hereofbe made prior to a Change in Control, such payment may shall be made in a lump sum immediately upon severance of Executive's employment or paidsum. In the event that no election is made, payment to Executive will be made on a pro rata basis, semi-monthly basis in approximately equal installments during the thirty-six (36) months following the Executive's terminationremaining term of this Agreement. (b) Upon the occurrence of a Change in Control of the Bank or the Holding Company followed at any time during the term of this Agreement by Executive's voluntary or involuntary termination of employment, other than for Termination for Cause, the Bank shall cause to be continued life, health medical and disability coverage substantially identical to the coverage maintained by the Bank or Holding Company for Executive prior to his severance, except to the extent such coverage may be changed in its application to all Bank or Holding Company employees on a nondiscriminatory basis. Such coverage and payments shall cease upon the earlier expiration of Executive's obtaining similar coverage by another employer or twelve thirty-six (1236) full calendar months from the date Date of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period of twelve (12) monthsTermination. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs of this Section 3, in the no event that: (i) shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") would be deemed to include constitute an "excess parachute payment" under Section 280G of the Internal Revenue Code of 1986 (the "Code") or any successor thereto, and (ii) if and in order to avoid such a result Termination Benefits were reduced will be reduced, if necessary, to an amount (the "Non- Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount", ," as determined in accordance with said Section 280G, and the Non- Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus the amount of tax required to be paid by Executive thereon by Section 4999 of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amount. 280G. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have received.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the voluntary or involuntary termination of the Executive's employmentemployment due to: (1) Executive's dismissal or (2) Executive's voluntary termination pursuant to Section 2(a), other than for unless such termination is due to Termination for Cause, the Bank and the Holding Company shall pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to three (3) times the Executive's average annual base salary compensation Annual Compensation (defined herein) for the five most recent taxable years that Executive has been employed by the Holding Company or its subsidiaries or such lesser number of years in the event that Executive shall have been employed by the Holding Company or its subsidiaries for less than five years. Annual Compensation shall include Base Salary, commissions, and bonuses, as well as contributions on Executive's behalf to any pension and/or profit sharing plan, retirement payments, directors or committee fees, fringe benefits paid or to be paid to the Executive in any such year and payment of any expense items without accountability or business purpose or that do not meet the Internal Revenue Service requirements for deductibility by the Holding Company or its subsidiaries; provided however, that any payment under this provision and -------- ------- subsection 3(b) below shall not exceed three (3) years immediately preceding Executive's termination. In the event the Executive has not been employed by the Bank or Holding Company during all or part of the three immediately preceding years, the annual base salary paid to Executive for such periods shall, for purposes of this Section 3, be deemed to be equal to times the Executive's initial base salary upon commencing employment adjusted to reflect assumed average annual base salary increases of ten percent (10%)compensation. At the discretion election of Executive, upon an which election pursuant is to Section 3(e) hereofbe made prior to a Change in Control, such payment may shall be made in a lump sum immediately upon severance of Executive's employment or paidsum. In the event that no election is made, payment to Executive will be made on a pro rata basis, semi-monthly basis in approximately equal installments during the thirty-six (36) months following the Executive's terminationremaining term of this Agreement. (b) Upon the occurrence of a Change in Control of the Bank or the Holding Company followed at any time during the term of this Agreement by Executive's voluntary or involuntary termination of employment, other than for Termination for Cause, the Bank Holding Company or its subsidiaries shall cause to be continued life, health medical and disability coverage substantially identical to the coverage maintained by the Bank or Holding Company for Executive prior to his severance, except to the extent such coverage may be changed in its application to all Bank or Holding Company employees on a nondiscriminatory basis. Such coverage and payments shall cease upon the earlier expiration of Executive's obtaining similar coverage by another employer or twelve thirty-six (1236) full calendar months from the date Date of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period of twelve (12) monthsTermination. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs of this Section 3, in the no event that: (i) shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") would be deemed to include constitute an "excess parachute payment" under Section 280G of the Internal Revenue Code of 1986 (the "Code") or any successor thereto, and (ii) if and in order to avoid such a result Termination Benefits were reduced will be reduced, if necessary, to an amount (the "Non- Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount", ," as determined in accordance with said Section 280G, and the Non- Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus the amount of tax required to be paid by Executive thereon by Section 4999 of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amount. 280G. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have received.

Termination Benefits. (a) Upon Provided you enter into, do not revoke, and comply with this Agreement, and in exchange for the occurrence of a Change mutual covenants set forth in Controlthis Agreement, followed at any time during and provided further that you sign the term affirmation of this Agreement by and the voluntary or involuntary termination Release of Executive's employment, other than for Termination for CauseClaims set forth in Section 8 below in the form attached hereto as Exhibit A, the Bank and Company will provide the Company shall pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to three (3) times the average annual base salary paid to Executive for the three (3) years immediately preceding Executive's termination. In the event the Executive has not been employed by the Bank or Holding Company during all or part of the three immediately preceding years, the annual base salary paid to Executive for such periods shall, for purposes of this Section 3, be deemed to be equal to the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%). At the discretion of Executive, upon an election pursuant to Section 3(e) hereof, such payment may be made in a lump sum immediately upon severance of Executive's employment or paid, on a pro rata basis, semi-monthly during the thirty-six (36) months following the Executive's termination.Termination Benefits: (bi) Upon the occurrence Continuation of a Change in Control your base bi-weekly salary of the Bank or the Company followed at any time during the term of this Agreement by Executive's voluntary or involuntary termination of employment, other than Eleven Thousand Five Hundred Thirty Eight Dollars and Forty Six Cents ($11,538.46) for Termination for Cause, the Bank shall cause to be continued life, health and disability coverage substantially identical to the coverage maintained by the Bank for Executive prior to his severance. Such coverage shall cease upon the earlier of Executive's obtaining similar coverage by another employer or twelve (12) months from the date of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination (for a period total gross payment of twelve (12) months. (c) Upon the occurrence of a Change in Control$300,000.00), the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or less applicable tax deductions and withholdings, and any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. authorized deductions (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such “Severance Pay”). Such amounts shall be paid in a lump sum or substantially equal installments in accordance with the Company’s regular payroll practice beginning on a pro rata basis pursuant the first payroll date that occurs after the Separation Date. As used herein, Severance Period means the period from July 4, 2015 to such sectionsJuly 3, 2016. Such election shall be irrevocable 1Except for the year for which such election is made. (f) Notwithstanding the preceding paragraphs obligations set forth in Sections 2 and 3 of this Section 3Agreement which shall solely be the obligations of Insulet Corporation, whenever the terms “Insulet” or “the Company” are otherwise used in the event that: (i) the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") would this Agreement, they shall be deemed to include an "excess parachute payment" under Section 280G Insulet Corporation and any related entities (including, without limitation, any divisions, affiliates, parents or subsidiaries of the Internal Revenue Code of 1986 (the "Code") or any successor theretoInsulet Corporation), andand its and their respective current and former officers, directors, employees, agents, successors and assigns. (ii) if such Termination Benefits were reduced to an amount (Upon your making a timely COBRA election, and provided that you timely pay your regular employee contribution toward your medical and dental insurance premiums as required by the "Non- Triggering Amount")Company or its COBRA administrator, the value Company will pay the standard employer portion of which is one dollar your medical and dental insurance premiums until the earlier of ($1.00a) less than an amount equal to three (3) times Executive's "base amount", as determined in accordance with said Section 280G, and the Non- Triggering Amount would be greater than the aggregate value last day of the Termination Benefits Severance Period, (without such reductionb) minus the amount of tax date you become eligible for health insurance through another employer, or (c) the date you otherwise become ineligible for COBRA. The Company’s obligations under this subsection are contingent on you making a timely COBRA election. Additionally, the Company shall only be required to be paid continue and contribute to your medical and dental insurance under this subsection to the same extent that such insurance is provided to persons employed by Executive thereon by Section 4999 the Company. After the expiration of the CodeSeverance Period, then you will have the Termination Benefits right to continue your medical and dental insurance solely at your own cost pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) to the extent you and your qualified beneficiaries remain eligible. The “qualifying event” under COBRA shall be reduced to the Non-Triggering Amount. Separation Date. (iii) The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an you Bonus Payments of (a) One Hundred Fifty Thousand Dollars ($150,000.00), which amount is equal to your 2015 annual bonus target, and (b) Seventy Five Thousand Dollars ($75,000.00), which amount reflects a pro-rata 2015 bonus. Such Bonus Payments shall be made in 24 equal installments over the value 12-month Severance Period commencing with the first payroll period following the Separation Date, and shall be subject to deductions for state and federal income and welfare taxes and any other mandatory deductions under applicable laws. (iv) Reimbursement of the payments or benefits in excess up to a maximum of the Non-Triggering Amount he is so deemed to have receivedFifteen Thousand Dollars ($15,000) for documented expenses incurred for professional outplacement services.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the voluntary or involuntary termination of the Executive's employmentemployment due to: (1) Executive's dismissal or (2) Executive's voluntary termination pursuant to Section 2(a), other than for unless such termination is due to Termination for Cause, the Bank Institution and the Holding Company shall pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to three two (32) times the Executive's average annual base salary paid to Executive compensation for the three (3) five most recent taxable years immediately preceding Executive's termination. In the event the that Executive has not been employed by the Bank Institution or Holding Company during all or part such lesser number of years in the three immediately preceding event that Executive shall have been employed by the Institution for less than five years, the such average annual base salary compensation shall include any bonuses, and any other compensation paid or to be paid to Executive for in any such periods shallyear, for purposes the amount of this Section 3, be deemed benefits paid or accrued to Executive pursuant to any employee benefit plan maintained by the Institution of Holding Company in any such year and the amount of any contributions made or to be equal made on behalf of Executive pursuant to any employee benefit plan maintained by the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%)Institution or the Holding Company in any such year. At the discretion election of Executive, upon an which election pursuant is to Section 3(e) hereofbe made prior to a Change in Control, such payment may shall be made in a lump sum immediately upon severance of Executive's employment or paidsum. In the event that no election is made, payment to Executive will be made on a pro rata basis, semi-monthly basis in approximately equal installments during the thirty-six (36) months following the Executive's terminationremaining term of this Agreement. (b) Upon the occurrence of a Change in Control of the Bank Institution or the Holding Company followed at any time during the term of this Agreement by Executive's voluntary or involuntary termination of employment, other than for Termination for Cause, the Bank Institution shall cause to be continued life, health medical and disability coverage substantially identical to the coverage maintained by the Bank Institution or Holding Company for Executive prior to his severance, except to the extent such coverage may be changed in its application to all Institution or Holding Company employees on a nondiscriminatory basis. Such coverage and payments shall cease upon the earlier expiration of Executive's obtaining similar coverage by another employer or twelve thirty-six (1236) full calendar months from the date Date of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period of twelve (12) monthsTermination. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs of this Section 3, in the no event that: (i) shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") would be deemed to include constitute an "excess parachute payment" under Section 280G of the Internal Revenue Code of 1986 (the "Code") 1986, as amended, or any successor thereto, and (ii) if and in order to avoid such a result Termination Benefits were reduced will be reduced, if necessary, to an amount (the "Non- Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount", ," as determined in accordance with said Section 280G, and the Non- Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus the amount of tax required to be paid by Executive thereon by Section 4999 of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amount. 280G. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have received.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the voluntary or involuntary termination of the Executive's employment’s employment due to: (1) Executive’s dismissal or (2) Executive’s voluntary termination pursuant to Section 2(a), other than for unless such termination is due to Termination for Cause, the Bank Institution and the Holding Company shall pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to three (3) times the average annual base salary paid to Executive Executive’s “Average Annual Compensation” (as defined herein) for the three (3) five most recent taxable years immediately preceding Executive's termination. In the event the that Executive has not been employed by the Bank Institution or Holding Company during all or part such lesser number of years in the three immediately preceding event that Executive shall have been employed by the Institution for less than five years, such “Average Annual Compensation” shall include all taxable income paid by the annual Bank, including but not limited to any base salary salary, bonuses, and commissions paid or to be paid to Executive for such periods shallExecutive, for purposes of this Section 3as well as contributions on Executive’s behalf to any pension and/or profit sharing plan, be deemed severance payments, retirement payments, directors or committee fees and fringe benefits paid or to be equal paid to the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%)Executive in any such year. At the discretion election of Executive, upon an which election pursuant is to Section 3(e) hereofbe made prior to a Change in Control, such payment may shall be made in a lump sum immediately upon severance of Executive's employment or paidsum. In the event that no election is made, payment to Executive will be made on a pro rata basis, semi-monthly basis in approximately equal installments during the thirty-six (36) months following the Executive's terminationremaining term of this Agreement. (b) Upon the occurrence of a Change in Control of the Bank Institution or the Holding Company followed at any time during the term of this Agreement by Executive's ’s voluntary or involuntary termination of employment, other than for Termination for Cause, the Bank Institution shall cause to be continued life, health medical and disability coverage substantially identical to the coverage maintained by the Bank Institution or Holding Company for Executive prior to his severance, except to the extent such coverage may be changed in its application to all Institution or Holding Company employees on a nondiscriminatory basis. Such coverage and payments shall cease upon the earlier expiration of Executive's obtaining similar coverage by another employer or twelve thirty-six (1236) full calendar months from the date Date of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period of twelve (12) monthsTermination. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs of this Section 3, in the no event that: (i) shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "“Termination Benefits"”) would be deemed to include constitute an "“excess parachute payment" ” under Section 280G of the Internal Revenue Code of 1986 (the "Code") 1986, as amended, or any successor thereto, and (ii) if and in order to avoid such a result Termination Benefits were reduced will be reduced, if necessary, to an amount (the "Non- “Non-Triggering Amount"”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "’s “base amount", ,” as determined in accordance with said Section 280G, and the Non- Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus the amount of tax required to be paid by Executive thereon by Section 4999 of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amount. 280G. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have received.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the voluntary or involuntary termination of Executive's ’s employment, other than for Termination for Cause, the Bank and the Holding Company shall pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to three (3) times the average annual base salary compensation paid to Executive for the three (3) years immediately preceding Executive's ’s termination. In For purposes of the event preceding sentence: (a) compensation shall include only base salary plus payments made under the MAF Bancorp Executive has Annual Incentive Plan; and (b) the base salary and annual incentive plan payments for any portion of the preceding three-year period during which Executive was not been employed by the Company or the Bank or Holding Company during all or part of the three immediately preceding years, the annual shall be based on Executive’s annualized 2004 base salary paid to Executive and annual incentive plan bonus earned for such periods shall, for purposes of this Section 3, be deemed to be equal to the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%)2004. At the discretion of Executive, upon an election pursuant to Section 3(e) hereof, such payment may be made in a lump sum immediately upon severance of Executive's ’s employment or paid, on a pro rata basis, semi-monthly during the thirty-six (36) months following the Executive's ’s termination. (b) Upon the occurrence of a Change in Control of the Bank or the Holding Company followed at any time during the term of this Agreement by Executive's ’s voluntary or involuntary termination of employment, other than for Termination for Cause, the Bank Holding Company shall cause to be continued life, health and disability coverage substantially identical to the coverage maintained by the Bank for Executive and his or her dependents prior to his severance. Such coverage shall cease upon the earlier of Executive's ’s obtaining similar coverage by another employer or twelve thirty-six (1236) months from the date of Executive's ’s termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank Holding Company shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive and his or her dependents prior to termination for a period of twelve thirty-six (1236) monthsmonths from the date of Executive’s termination. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Holding Company's Incentive Stock Option Plan ’s stock option plans or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans.[INTENTIONALLY LEFT BLANK] (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs of this Section 3, in the event that: it shall be determined that any payment or distribution of any type to or for the benefit of the Executive by the Holding Company, any of its affiliates, or any person who acquires ownership or effective control of the Holding Company or ownership of a substantial portion of the Holding Company’s assets (i) within the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") would be deemed to include an "excess parachute payment" under meaning of Section 280G of the Internal Revenue Code of 1986 (Code, and the "Code"regulations thereunder) or any affiliate of such person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the “Total Payments”), is subject to the excise tax imposed by Section 4999 of the Code or any similar successor theretoprovision or any interest or penalties with respect to such excise tax (such excise tax, and together with any such interest and penalties, are collectively referred to as the “Excise Tax”), then, except in the case of a Deminimus Excess Amount (iias described below), the Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) if in an amount such Termination Benefits were that after payment by the Executive of all taxes imposed upon the Gross-Up Payment (including any federal, state and local income, payroll or excise taxes and any interest or penalties imposed with respect to such taxes), the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Total Payments (not including any Gross-Up Payment). In the event that the amount by which the present value of the Total Payments which constitute “parachute payments” (within the meaning of Section 280G of the Code)(the “Parachute Payments”) exceeds three (3) times the Executive’s “base amount” (within the meaning of Section 280G of the Code)(the “Base Amount”) is less than 3% of the amount determined under Section 3(a) of this Agreement, such excess shall be deemed to be a Deminimus Excess Amount and the Executive shall not be entitled to a Gross-Up Payment. In such an instance, the Parachute Payments shall be reduced to an amount (the "Non- “Non-Triggering Amount"”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount", as determined in accordance with said Section 280G, and ’s Base Amount; provided that such reduction shall not be made unless the Non- Non-Triggering Amount would be greater than the aggregate value of the Termination Benefits Parachute Payments (without such reduction) minus the amount of tax Excise Tax required to be paid by Executive thereon by Section 4999 of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amountthereon. The allocation of the reduction required hereby among shall be made by reducing the Termination Benefits provided by amount payable under Section 3(a) of this Agreement. All determinations as to the preceding portion, if any, of the Total Payments which constitute Parachute Payments, whether a Gross-Up Payment is required, the amount of such Gross-Up Payment, the amount of any reduction, and any amounts relevant to the foregoing paragraphs of this Section 3 3(f) shall be determined made by an independent accounting firm selected by the Holding Company, which may be the accounting firm then regularly retained by the Holding Company (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations, regarding the amount of any Gross-Up Payment and any other relevant matter, both to the Holding Company and the Executive, within five (5) days of a date of termination, if applicable, or such earlier time as is requested by the Holding Company or the Executive (if the Executive reasonably believes that any of the Total Payments may be subject to the Excise Tax). Any determination by the Accounting Firm shall be binding upon the Holding Company and the Executive. In As a result of uncertainty in the event that Executive receives application of Sections 280G and 4999 of the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined Code at the time of the initial determination by the Accounting Firm hereunder, or as a result of a subsequent determination by the Internal Revenue Service or a judicial authority authority, it is possible that Executive is deemed to the Holding Company should have received an made Gross-Up Payments (“Underpayment”), or that Gross-Up Payments will have been made by the Holding Company which should not have been made (“Overpayments”). In either such event, the Accounting Firm shall determine the amount in excess of the Non-Triggering AmountUnderpayment or Overpayment that has occurred. In the case of the Underpayment, the Bank amount of such Underpayment shall be promptly paid by the Holding Company to or for the benefit of the Executive. In the case of an Overpayment, the Executive shall, at the direction and expense of the Holding Company, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, the Holding Company, and otherwise reasonably cooperate with the Holding Company shall pay to Executive an amount equal correct such Overpayment, including repayment of such Overpayment to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have receivedHolding Company.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the voluntary or involuntary termination of the Executive's employment’s employment due to: (1) Executive’s dismissal or (2) Executive’s voluntary termination pursuant to Section 2(a), other than for unless such termination is due to Termination for Cause, the Bank and the Holding Company shall pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to one (1) times Executive’s average annual compensation for the five most recent taxable years that Executive has been employed by the Bank or such lesser number of years in the event that Executive shall have been employed by the Bank for less than five years. Such average annual compensation shall include Base Salary, commissions, and bonuses, as well as contributions on Executive’s behalf to any pension and/or profit sharing plan, retirement payments, directors or committee fees, fringe benefits paid or to be paid to the Executive in any such year and payment of any expense items without accountability or business purpose or that do not meet the Internal Revenue Service requirements for deductibility by the Bank; provided however, that any payment under this provision and subsection 3(b) below shall not exceed three (3) times the Executive’s average annual base salary paid to Executive for the three (3) years immediately preceding Executive's termination. In the event the Executive has not been employed by the Bank or Holding Company during all or part of the three immediately preceding years, the annual base salary paid to Executive for such periods shall, for purposes of this Section 3, be deemed to be equal to the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%)compensation. At the discretion election of Executive, upon an which election pursuant is to Section 3(e) hereofbe made prior to a Change in Control, such payment may shall be made in a lump sum immediately upon severance of Executive's employment or paidsum. In the event that no election is made, payment to Executive will be made on a pro rata basis, semi-monthly basis in approximately equal installments during the thirty-six (36) months following the Executive's terminationremaining term of this Agreement. (b) Upon the occurrence of a Change in Control of the Bank or the Holding Company followed at any time during the term of this Agreement by Executive's ’s voluntary or involuntary termination of employment, other than for Termination for Cause, the Bank shall cause to be continued life, health medical and disability coverage substantially identical to the coverage maintained by the Bank or Holding Company for Executive prior to his severance, except to the extent such coverage may be changed in its application to all Bank or Holding Company employees on a nondiscriminatory basis. Such coverage and payments shall cease upon the earlier expiration of Executive's obtaining similar coverage by another employer or twelve eighteen (1218) full calendar months from the date Date of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period of twelve (12) monthsTermination. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs of this Section 3, in the no event that: (i) shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "“Termination Benefits"”) would be deemed to include constitute an "“excess parachute payment" ” under Section 280G of the Internal Revenue Code of 1986 (the "Code") or any successor thereto, and (ii) if and in order to avoid such a result Termination Benefits were reduced will be reduced, if necessary, to an amount (the "Non- “Non-Triggering Amount"”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "’s “base amount", ,” as determined in accordance with said Section 280G, and the Non- Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus the amount of tax required to be paid by Executive thereon by Section 4999 of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amount. 280G. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have received.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the voluntary or involuntary termination of the Executive's employment, other than for Termination for Cause, the Bank and the Company shall pay to Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to three (3) times the average of the Executive's three preceding years' annual base salary paid to Executive for the three (3) years immediately preceding Executive's termination. In the event the Executive has not been employed by from the Bank or Holding Company during all or part and the Company, including the amount of the three immediately preceding years, the annual base any salary paid deferred by Executive pursuant to Executive for such periods shall, for purposes of this Section 3, be deemed to be equal to the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%)any deferred compensation arrangement. At the discretion election of the Executive, upon an which election pursuant is to be made within thirty (30) days of the date of this Agreement, and during the month of January in each year, and which election is irrevocable for the calendar year in which it is made, payments under Section 3(e) hereof, such payment may 3 of this Agreement shall be made in a lump sum immediately upon within thirty (30) days of the date of severance of Executive's employment employment, or paid, on a pro rata basis, semi-paid in equal monthly installments during the thirty-six (36) months following the Executive's termination. In the event that no election is made, payment to the Executive will be made on a monthly basis during the remaining term of this Agreement. (b) Upon the occurrence of a Change in Control of the Bank or the Company followed at any time during the term of this Agreement by the Executive's voluntary or involuntary termination of employment, other than for Termination for Cause, the Bank Company shall cause to be continued life, health medical, dental and disability coverage substantially identical to the coverage maintained by the Bank for Executive prior to his severance. Such coverage shall cease upon the earlier of Executive's obtaining similar coverage by another employer or twelve (12) months from the date of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to his severance. Such coverage and payments shall cease upon expiration of thirty-six (36) months after termination for a period of twelve (12) monthsemployment. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs of this Section 3, in the event that: (i) the aggregate payments or benefits to be made or afforded to Executive under said paragraphs paragraph (the "Termination Benefits") would be deemed to include an "excess parachute payment" under Section 280G of the Internal Revenue Code of 1986 (the "Code") or any successor thereto, and (ii) if such Termination Benefits were reduced to an amount (the "Non- Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount", as determined in accordance with said Section 280G, and the Non- Non-Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus the amount of tax required to be paid by Executive thereon by Section 4999 of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by the Executive. (d) Upon the occurrence of a Change in Control followed by the voluntary or involuntary termination of Executive's employment, other than for Cause, the Company shall pay, or cause the Bank to pay, Executive an Accelerated Retirement Benefit. In Such benefit shall be the event that greater of (A) fifty percent (50%) of the Accelerated Retirement Benefit described below, or (b) Executive's retirement benefit payable under the qualified pension plan of the Bank, plus any benefit payable from any qualified or non- qualified retirement plans or programs maintained by the Bank other than said qualified pension plan, at his actual age upon severance of employment, whichever is greater. The Accelerated Retirement Benefit shall be a benefit calculated pursuant to the provisions of the Bank's qualified pension plan at the time of severance and shall consist of a benefit payable at age sixty-five (65) and assuming Executive receives had attained age sixty-five (65) and worked for the NonBank from his date of hire to age sixty-Triggering Amount five (65). At the discretion of Executive, upon an election pursuant to Section 3(a) hereof, such payment may be made in a lump sum within 30 days of the date of severance of Executive's employment, or paid, on a pro rata basis, semi- monthly during the thirty-six (36) months following Executive's termination. (e) Any payments made to Executive pursuant to this paragraph (fAgreement, or otherwise, are subject to and conditioned upon their compliance with 12 USC Section 1828(k) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have receivedany regulations promulgated thereunder. 4.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the voluntary or involuntary termination of Executive's ’s employment, other than for Termination for Cause, the Bank and the Company shall pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to three (3) times the average annual base salary compensation paid to Executive for the three (3) years year immediately preceding Executive's ’s termination. In the event the Executive has not been employed by the Bank or Holding Company during all or part For purposes of the three immediately preceding yearssentence, the annual compensation shall include only base salary paid to Executive for such periods shall, for purposes of this Section 3, be deemed to be equal to the Executive's initial base salary upon commencing employment adjusted to reflect assumed plus annual base salary increases of ten percent (10%)cash bonus payments. At the discretion of Executive, upon an election pursuant to Section 3(e) hereof, such payment may be made in a lump sum immediately upon severance of Executive's ’s employment or paid, on a pro rata basis, semi-monthly during the thirty-six (36) months following the Executive's ’s termination. (b) Upon the occurrence of a Change in Control of the Bank or the Company followed at any time during the term of this Agreement by Executive's ’s voluntary or involuntary termination of employment, other than for Termination for Cause, the Bank shall cause to be continued life, health and disability coverage substantially identical to the coverage maintained by the Bank for Executive and his or her dependents prior to his severance. Such coverage shall cease upon the earlier of Executive's ’s obtaining similar coverage by another employer or twelve (12) months from the date of Executive's ’s termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive and his or her dependents prior to termination for a period of twelve (12) monthsmonths from the date of Executive’s termination. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan ’s stock option plans or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans.[INTENTIONALLY LEFT BLANK] (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs of this Section 3, in the event that: it shall be determined that any payment or distribution of any type to or for the benefit of the Executive by the Bank, any of its affiliates, or any person who acquires ownership or effective control of the Bank or Holding Company or ownership of a substantial portion of the Bank’s or Holding Company’s assets (i) within the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") would be deemed to include an "excess parachute payment" under meaning of Section 280G of the Internal Revenue Code of 1986 (Code, and the "Code"regulations thereunder) or any affiliate of such person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the “Total Payments”), is subject to the excise tax imposed by Section 4999 of the Code or any similar successor theretoprovision or any interest or penalties with respect to such excise tax (such excise tax, and together with any such interest and penalties, are collectively referred to as the “Excise Tax”), then, except in the case of a Deminimus Excess Amount (iias described below), the Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) if in an amount such Termination Benefits were that after payment by the Executive of all taxes imposed upon the Gross-Up Payment (including any federal, state and local income, payroll or excise taxes and any interest or penalties imposed with respect to such taxes), the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Total Payments (not including any Gross-Up Payment). In the event that the amount by which the present value of the Total Payments which constitute “parachute payments” (within the meaning of Section 280G of the Code ) (the “Parachute Payments”) exceeds three (3) times the Executive’s “base amount” (within the meaning of Section 280G of the Code) (the “Base Amount”) is less than 3% of the amount determined under Section 3(a) of this Agreement, such excess shall be deemed to be a Deminimus Excess Amount and the Executive shall not be entitled to a Gross-Up Payment. In such an instance, the Parachute Payments shall be reduced to an amount (the "Non- “Non-Triggering Amount"”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount", as determined in accordance with said Section 280G, and ’s Base Amount; provided that such reduction shall not be made unless the Non- Non-Triggering Amount would be greater than the aggregate value of the Termination Benefits Parachute Payments (without such reduction) minus the amount of tax Excise Tax required to be paid by Executive thereon by Section 4999 of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amountthereon. The allocation of the reduction required hereby among shall be made by reducing the Termination Benefits provided by amount payable under Section 3(a) of this Agreement. All determinations as to the preceding portion, if any, of the Total Payments which constitute Parachute Payments, whether a Gross-Up Payment is required, the amount of such Gross-Up Payment, the amount of any reduction, and any amounts relevant to the foregoing paragraphs of this Section 3 3(f) shall be determined made by an independent accounting firm selected by the Bank, which may be the accounting firm then regularly retained by the Bank (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations, regarding the amount of any Gross-Up Payment and any other relevant matter, both to the Bank and the Executive, within five (5) days of a date of termination, if applicable, or such earlier time as requested by the Bank or the Executive (if the Executive reasonably believes that any of the Total Payments may be subject to the Excise Tax). Any determinations by the Accounting Firm shall be binding upon the Bank and the Executive. In As a result of uncertainty in the event that Executive receives application of Section 280G and 4999 of the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined Code at the time of the initial determination by the Accounting Firm hereunder, or as a result of a subsequent determination by the Internal Revenue Service or a judicial authority authority, it is possible that Executive is deemed to the Bank should have received an made Gross-Up Payments (“Underpayments”), or that Gross-Up Payments will have been made by the Bank which should not have been made (“Overpayments”). In either such event, the Accounting Firm shall determine the amount in excess of the Non-Triggering AmountUnderpayment or Overpayment that has occurred. In the case of the Underpayment, the amount of such Underpayment shall be promptly paid by the Bank to or Company shall pay for the benefit of the Executive. In the case of an Overpayment, the Executive shall, at the direction and expense of the Bank, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, the Bank, and otherwise reasonably cooperate with the Bank to Executive an amount equal correct such Overpayment, including repayment of such Overpayment to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have receivedBank.

Termination Benefits. (a) Upon the occurrence of a Change in Control, Change-in-Control preceded within six months by involuntary termination or followed at any time during the term of this Agreement within two years by the justified voluntary or involuntary termination of the Executive's employment, other than for Termination for Cause, the Bank and the Company shall pay the Executive, or in the event of his his/her subsequent death, his his/her beneficiary or beneficiaries, or his his/her estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to three (3) 2.99 times the average annual base salary paid to Executive for the three (3) years immediately preceding Executive's annual compensation including bonus and other cash compensation, but excluding Stock Option and Recognition and Retention Plan awards under the Corporation's Plans. This benefit is intended to be in lieu of and not in addition to any benefits under any severance policy of the Corporation or the Bank in place at the time of termination. In the event the addition, Executive has not been employed by the Bank or Holding Company during all or part of the three immediately preceding years, the annual base salary paid shall be entitled to such benefits as are otherwise payable to Executive for such periods shall, for purposes of this Section 3, be deemed to be equal to under the ExecutiveCompany's initial base salary or the Bank's plans upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%)a Change-in-Control. At the discretion of Executive, upon an election pursuant to Section 3(e) hereof, such Such payment may shall be made in a lump sum immediately upon severance and paid within 15 days of Executive's employment or paid, on a pro rata basis, semi-monthly during the thirty-six (36) months following the Executive's terminationtriggering event. (b) Upon the occurrence of a Change in Change-in-Control of the Bank preceded within six months by involuntary termination or the Company followed at any time during within two years by the term of this Agreement by Executive's justified voluntary or involuntary termination of the Executive's employment, other than for Termination for Cause, the Bank shall cause to be continued life, health medical, dental and disability coverage substantially identical to the coverage maintained by the Bank for Executive prior to his severance. Such coverage shall cease upon the earlier of Executive's obtaining similar coverage by another employer or twelve (12) months from the date of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical equivalent to the coverage maintained by the Bank for the Executive prior to termination for a period his/her severance. Such coverage and payments shall cease upon the expiration of twelve (12) monthsmonths at which time COBRA eligibility will commence. (c) Upon the occurrence of a Change in Change-in-Control, the Executive will have such rights as specified in shall be entitled to receive benefits due him/her under, or contributed by the Company's Incentive Stock Option Plan Bank on his/her behalf pursuant to any retirement, deferred compensation, incentive, profit sharing, bonus, performance, disability or any other employee benefit plan with respect maintained by the Bank on the Executive's behalf to options and the extent that such other rights as may have been granted benefits are not otherwise paid to the Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs separate provision of this Section 3, in the event that: (i) the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") would be deemed to include an "excess parachute payment" under Section 280G of the Internal Revenue Code of 1986 (the "Code") or any successor thereto, and (ii) if such Termination Benefits were reduced to an amount (the "Non- Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount", as determined in accordance with said Section 280G, and the Non- Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus the amount of tax required to be paid by Executive thereon by Section 4999 of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have receivedAgreement.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the voluntary or involuntary termination of the Executive's employment, other than for Termination for Cause, the Savings Bank and the Company shall pay the Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to three (3) times the average annual base salary paid to Executive for the three (3) years immediately preceding Executive's termination. In the event the Executive has not been employed by the Bank or Holding Company during all or part of the three immediately preceding years' base salary, including bonuses and any other cash or deferred compensation paid, or to be paid, to the annual base salary paid to Executive for such periods shallyears and the amount of any contributions made, on behalf of the Executive, to any employee benefit plans maintained by the Savings Bank or the Holding Company for purposes of this Section 3such years, be deemed to be equal except to the Executive's initial base salary extent such benefits are otherwise payable to Executive under such plans upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%). a Change in Control.. At the discretion election of Executive, upon an election pursuant to Section 3(e) hereof, the Executive such payment may be made in a lump sum immediately upon severance of Executive's employment or paid, on a pro rata basis, semi-paid in equal monthly installments during the thirty-six twelve (3612) months following the Executive's termination. In the event that no election is made, payment to the Executive will be made on a monthly basis during the remaining term of this Agreement. (b) Upon the occurrence of a Change in Control of the Savings Bank or the Holding Company followed at any time during the term of this Agreement by the Executive's voluntary or involuntary termination of employment, other than for Termination for Cause, the Savings Bank shall cause to be continued life, health medical, dental and disability coverage substantially identical to the coverage maintained by the Savings Bank for the Executive prior to his severance. Such coverage and payments shall cease upon the earlier expiration of Executive's obtaining similar coverage by another employer or twelve thirty- six (12) months from the date of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period of twelve (1236) months. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in shall be entitled to receive benefits due him under, or contributed by the Company's Incentive Stock Option Plan Bank on his behalf pursuant to any retirement, incentive, profit sharing, bonus, performance, disability or any other employee benefit plan with respect maintained by the Bank on the Executive's behalf to options and the extent that such other rights as may have been granted benefits are not otherwise paid to the Executive under such plansa separate provision of this Agreement. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs of this Section 3, in the event that: (i) the aggregate payments or benefits to be made or afforded to the Executive under said paragraphs (the "Termination Benefits") would be deemed to include an "excess parachute payment" under Section 280G of the Internal Revenue Code of 1986 (the "Code") or any successor thereto, and (ii) if such Termination Benefits were reduced to an amount (the "Non- Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount", ," as determined in accordance with said Section 280G, and the Non- Non-Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus the amount of tax required to be paid by the Executive thereon by Section 4999 of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by the-Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have received.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the voluntary or involuntary termination of Executive's employment’s employment due to: (1) Executive’s dismissal or (2) Executive’s voluntary termination pursuant to Section 2(a), other than for unless such termination is due to Termination for Cause, the Bank and the Holding Company shall pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to three two (32) times the Executive’s average annual base salary paid to Executive compensation for the three (3) five most recent taxable years immediately preceding Executive's termination. In the event the that Executive has not been employed by the Bank Institution or such lesser number of years in the event that Executive shall have been employed by the Institution for less than five years. Such annual compensation shall include base salary, commissions, bonuses, any other cash compensation, contributions or accruals on behalf of Executive to any pension and/or profit sharing plan, severance payments, retirement payment, director or committee fees and fringe benefits paid or to be paid to the Executive in any such year and payment of any expense item without accountability or business purpose or that do not meet the Internal Revenue Service requirements for deductibility by the Holding Company during all or part of the three immediately preceding years, the annual base salary paid to Executive for such periods shall, for purposes of this Section 3, be deemed to be equal to the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%)Institution. At the discretion election of Executive, upon an Executive which election pursuant is to Section 3(e) hereofbe made prior to a Change in Control, such payment may shall be made in a lump sum immediately upon severance as of Executive's employment or paid’s Date of Termination. In the event that no election is made, payment to Executive will be made on a pro rata basis, semi-monthly basis in approximately equal installments during the thirty-six (36) months following the Executive's terminationremaining term of this Agreement. (b) Upon the occurrence of a Change in Control of the Bank Institution or the Holding Company followed at any time during the term of this Agreement by Executive's voluntary or involuntary ’s termination of employment, other than for Termination for Cause, the Bank Holding Company shall cause to be continued life, health life and disability medical coverage substantially identical equivalent to the coverage maintained by the Bank Institution for Executive prior to his severance, except to the extent such coverage may be changed in its application to all Institution employees on a nondiscriminatory basis. Such coverage and payments shall cease upon expiration of twenty-four (24) full calendar months following the earlier Date of Executive's obtaining similar coverage by another employer or twelve (12) months from the date of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period of twelve (12) monthsTermination. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs of this Section 3, in the event that: (i) the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") would be Executive, which are deemed to include an "excess be parachute payment" under payments as defined in Section 280G of the Internal Revenue Code of 1986 1986, as amended (the "“Code"”) or any successor theretothereof, (the “Termination Benefits”) would be deemed to include an “excess parachute payment” under Section 280G of the Code; and (ii) if such Termination Benefits were reduced to an amount (the "Non- “Non-Triggering Amount"”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "’s “base amount", ,” as determined in accordance with said Section 280G, G and the Non- Non-Triggering Amount less the product of the marginal rate of any applicable state and federal income tax and the Non Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus (i) the amount of tax required to be paid by the Executive thereon by Section 4999 of the CodeCode and further minus (ii) the product of the Termination Benefits and the marginal rate of any applicable state and federal income tax, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by the Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have received.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the voluntary or involuntary termination of the Executive's employmentemployment due to: (1) Executive's dismissal or (2) Executive's voluntary termination pursuant to Section 2(a), other than for unless such termination is due to Termination for Cause, the Bank Association and the Holding Company shall pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum an amount equal to three (3) times the average Executive's highest annual base salary paid to Executive compensation for the three (3) years immediately preceding Executive's termination. In the event the last 5 years; provided that Executive has may not been employed by the Bank or Holding Company during all or part receive an amount in excess of the three immediately preceding years, the annual base salary paid to Executive for such periods shall, for purposes of this Section 3, be deemed to be equal to the Executive's initial average annual compensation for the five most recent taxable years. Annual compensation shall include base salary upon commencing employment adjusted salary, commissions, bonuses, contributions or accruals on behalf of Executive to reflect assumed annual base salary increases of ten percent (10%)any pension and profit sharing plan, any benefits to be paid or received under any stock-based benefit plan, severance payments, directors or committee fees and fringe benefits paid or to be paid to the Executive during such years. At the discretion election of Executive, upon an which election pursuant is to Section 3(e) hereofbe made prior to a Change in Control, such payment may shall be made in a lump sum immediately upon severance of Executive's employment or paidsum. In the event that no election is made, payment to Executive will be made on a pro rata basis, semi-monthly basis in approximately equal installments during the thirty-six (36) months following the Executive's terminationremaining term of this Agreement. (b) Upon the occurrence of a Change in Control of the Bank Association or the Holding Company followed at any time during the term of this Agreement by Executive's voluntary or involuntary termination of employment, other than for Termination for Cause, the Bank Association shall cause to be continued for the Executive and his previously covered dependents life, health medical, dental and disability coverage that the Executive agrees is substantially identical equivalent to the coverage maintained by the Bank Association or Holding Company for Executive and his dependents prior to his severancetermination except to the extent coverage may be changed in its application to all Association and Holding Company employees on a nondiscriminatory basis, at no cost to the Executive. Such coverage and payments shall cease upon the earlier of Executive's obtaining similar coverage by another employer or twelve (12) months from the date of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period expiration of twelve (12) monthsfull calendar months from the Date of Termination. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs of this Section 3, in the no event that: (i) shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") would be deemed to include constitute an "excess parachute payment" under Section 280G of the Internal Revenue Code of 1986 (the "Code") or any successor thereto, and (ii) if and in order to avoid such a result Termination Benefits were reduced will be reduced, if necessary, to an amount (the "Non- Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount", ," as determined in accordance with said Section 280G, and the Non- Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus the amount of tax required to be paid by Executive thereon by Section 4999 of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amount. 280G. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have received.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the voluntary or involuntary termination of Executive's employment, employment (other than for Termination for Cause), or voluntary termination during the term of this Agreement as provided by Section 2(a) of this Agreement, the Bank and the Holding Company shall be obligated to pay Executive, or in the event of his her subsequent death, his her beneficiary or beneficiaries, or his her estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to three (3) times the Executive's average annual base salary paid to Executive compensation for the three (3) five most recent taxable years immediately preceding Executive's termination. In the event the that Executive has not been employed by the Bank or Holding Company during all or part such lesser number of years in the three immediately preceding event that Executive shall have been employed by the Holding Company for less than five years. For this purpose, the such annual compensation shall include base salary and any other taxable income, including, but not limited to, amounts related to the granting, vesting or exercise of restricted stock or stock option awards, commissions, bonuses, pension and profit sharing plan contributions or benefits (whether or not taxable), severance payments, retirement benefits, and fringe benefits paid or to be paid to Executive or paid for such periods shall, for purposes of this Section 3, be deemed to be equal to the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%)benefit during any such year. At the discretion election of Executive, upon an which election pursuant is to Section 3(e) hereofbe made prior to a Change in Control, such payment may shall be made in a lump sum immediately upon severance of Executive's employment or paid, on an annual basis in approximately equal installments over a pro rata basis, semi-monthly during the thirty-six three (363) months following the Executive's terminationyear period. (b) Upon the occurrence of a Change in Control of the Bank Institution or the Holding Company followed at any time during the term of this Agreement by Executive's voluntary or involuntary termination of employmentemployment in accordance with paragraph (a) of this Section 3, other than for Termination for Cause, the Bank Holding Company shall cause to be continued life, health medical and disability coverage substantially identical to the coverage maintained by the Bank Institution or Holding Company for Executive prior to his her severance, except to the extent such coverage may be changed in its application to all Institution or Holding Company employees on a nondiscriminatory basis. Such coverage and payments shall cease upon the earlier expiration of Executive's obtaining similar coverage by another employer or twelve thirty-six (1236) full calendar months from the date Date of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period of twelve (12) monthsTermination. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs of this Section 3, in the event that: (i) the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") would be deemed to include an "excess parachute payment" under Section 280G of the Internal Revenue Code of 1986 (the "Code") or any successor thereto, and (ii) if such Termination Benefits were reduced to an amount (the "Non- Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount", as determined in accordance with said Section 280G, and the Non- Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus the amount of tax required to be paid by Executive thereon by Section 4999 of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have received.

Termination Benefits. (a) Upon If within six (6) months following the occurrence of date a Change in ControlControl has occurred or the Boards of Directors have determined that a Change in Control has occurred, followed at any time during Executive shall be entitled to the term of this Agreement benefits provided in Sections 3(b) and 3(c) upon: (1) Executive's termination by the voluntary Company or involuntary termination of Executive's employmentAssociation, other than for Termination for Cause, or (2) a material detrimental alteration in authority or responsibility, demotion, loss of title, or (3) material reduction in annual compensation or benefits, with material reduction defined as 5.00% or more, or (4) relocation of Executive's principal place of employment by more than thirty (30) miles from its prior location. (b) If the Bank and Executive becomes eligible for benefits under Section 3(a) above, the Company or Association shall be obligated to pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to three six (36) times months of the average Executive's then current annual compensation. Such annual compensation shall include base salary salary, auto allowance, any bonuses in the form of cash or stock grants paid or to be paid to Executive for in any such year, and the three (3) years immediately preceding Executive's termination. In the event the amount of benefits paid or accrued to Executive has not been employed pursuant to any qualified or non-qualified employee benefit plan maintained by the Bank Company or Holding Company during all or part of the three immediately preceding years, the annual base salary paid to Executive for Association in any such periods shall, for purposes of this Section 3, be deemed to be equal to the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%)year. At the discretion election of Executive, upon an Executive which election pursuant is to Section 3(e) hereofbe made prior to a Change in Control, such payment may be made in a lump sum immediately upon severance sum. In the event that no election is made, payment to Executive will be made on a monthly basis in approximately equal installments during the remaining term of this Agreement. This Agreement specifically states that no benefits will be "grossed up" or otherwise adjusted to reflect the personal income tax consequences to or personal income tax liabilities of Executive's employment or paid, on a pro rata basis, semi-monthly during the thirty-six (36) months following the Executive's termination. (bc) Upon If the occurrence of a Change in Control of the Bank or Executive becomes eligible for benefits under Section 3(a) above, the Company followed at any time during the term of this Agreement by Executive's voluntary or involuntary termination of employment, other than for Termination for Cause, the Bank Association shall cause to be continued lifemedical, health dental, vision, short term disability, and long term disability coverage substantially identical similar to the coverage maintained by the Bank Company or Association for Executive prior to his severance, except to the extent such coverage may be changed in its application to all Company or Association employees. Such coverage and payments shall cease upon expiration of six (6) full calendar months following the earlier Date of Executive's obtaining similar coverage by another employer or twelve (12) months from the date of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period of twelve (12) months. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plansTermination. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs provisions of this Section 3, in the event that: (i) the aggregate payments or benefits to be made or afforded to Executive under said paragraphs Executive, which are deemed to be parachute payments as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") or any successor thereof, (the "Termination Benefits") would be deemed to include an "excess parachute payment" under Section 280G of the Internal Revenue Code of 1986 (the "Code") or any successor thereto, ; and (ii) if such Termination Benefits were reduced to an amount (the "Non- Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount", ," as determined in accordance with said Section 280G, G and the Non- Non-Triggering Amount would be greater than the aggregate value of the Termination Benefits (without excluding such reduction) minus the amount of tax required to be paid by the Executive thereon by Section 4999 of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined solely by the Internal Revenue Service or judicial authority that Executive at Executive's discretion. (e) If the Executive's employment is deemed to have received an amount in excess terminated by reason of Executive's voluntary resignation, all of the Non-Triggering Amount, Company's and Association's obligations hereunder shall terminate upon the Bank date the Executive ceases to be employed as a result of such voluntary resignation. Executive shall be entitled to no additional compensation beyond that generally available to all or Company shall pay to Executive an amount equal to the value substantially all of the payments or benefits in excess full-time employees of the Non-Triggering Amount he is so deemed Company or Association at that time, and Executive shall only be entitled to have receivedthat compensation and benefits earned and vested at the date of such voluntary resignation.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the voluntary or involuntary termination of Executive's employment, other than for Termination for Cause, the Bank and the Holding Company shall be obligated to pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to three (3) times the Executive's average annual base salary paid to Executive compensation for the three (3) years immediately preceding Executive's termination. In taxable years, such annual compensation shall include any bonuses and any other compensation paid or to be paid to Executive in any such year, the event the amount of benefits paid or accrued to Executive has not been employed pursuant to any employee benefit plan maintained by the Bank or Holding Company during all in any such year and the amount of any contributions made or part of the three immediately preceding years, the annual base salary paid to Executive for such periods shall, for purposes of this Section 3, be deemed to be equal made on behalf of Executive pursuant to any employee benefit plan maintained by the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%)Bank or the Holding Company in any such year. At the discretion election of Executive, upon an Executive which election pursuant is to Section 3(e) hereofbe made prior to a Change in Control, such payment may shall be made in a lump sum immediately upon severance of Executive's employment or paidsum. In the event that no election is made, payment to Executive will be made on a pro rata basis, semi-monthly basis in approximately equal installments during the thirty-six (36) months following the Executive's terminationremaining term of this Agreement. (b) Upon the occurrence of a Change in Control of the Bank or the Holding Company followed at any time during the term of this Agreement by Executive's voluntary or involuntary termination of employment, other than for Termination for Cause, the Bank Holding Company shall cause to be continued life, health medical and disability coverage substantially identical to the coverage maintained by the Bank for Executive prior to his severance, except to the extent such coverage may be changed in its application to all Bank employees. Such coverage and payments shall cease upon expiration of thirty-six (36) full calendar months following the earlier Date of Executive's obtaining similar coverage by another employer or twelve (12) months from the date of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period of twelve (12) monthsTermination. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs of this Section 3, in the event that: (i) the aggregate payments or benefits to be made or afforded to Executive under said paragraphs this Section 3, when taken together with any payments or benefits under any other provisions of: this Agreement; or of any other agreement, contract, or understanding heretofore or hereafter entered into between the Executive and Pamrapo Savings Bank, SLA or Pamrapo Bancorp, Inc. ("Other Agreement(s)"), except an agreement, contract, or understanding hereafter entered into that expressly modifies or excludes application of this Section 3; or of any formal or informal plan or other arrangement heretofore or hereafter adopted by Pamrapo Savings Bank, SLA or Pamrapo Bancorp, Inc. for the direct or indirect provision of compensation to employees of Pamrapo Savings Bank, SLA or Pamrapo Bancorp, Inc. (including groups or classes of participants or beneficiaries of which the Executive is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Executive ("Benefit Plan(s)"), (herein referred to collectively as the "Termination Benefits") would be deemed to include an "excess parachute payment" under within the meaning of Section 280G 280G(b) of the Internal Revenue Code of 1986 1986, as amended, (the "Codethe"Code") or any successor thereto(an "Excess Parachute Payment"), and (ii) if such Termination Benefits were reduced to an amount (the "Non- Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount", ," as determined in accordance with said Section 280G, and the Non- Non-Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus the amount of tax required to be paid by Executive thereon by Section 4999 (or any successor provision) of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs this paragraph of this Section 3 shall be determined by the Executive. In The Executive shall have the event that Executive receives right, in the Non-Triggering Amount pursuant Executive's sole discretion, to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the designate those payments or benefits in excess of under this Agreement, any Other Agreements, and/or any Benefit Plans, which should be reduced or eliminated so as to avoid having the Non-Triggering Amount he is so payment to the Executive under this Agreement to be deemed to have receivedan Excess Parachute Payment.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the voluntary or involuntary termination of the Executive's employmentemployment due to: (1) Executive's dismissal or (2) Executive's voluntary termination pursuant to Section 2(a), other than for unless such termination is due to Termination for Cause, the Bank Institution and the Holding Company shall pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to three two (32) times the Executive's average annual base salary paid to Executive compensation for the three (3) five most recent taxable years immediately preceding Executive's termination. In the event the that Executive has not been employed by the Bank Institution or such lesser number of years in the event that Executive shall have been employed by the Institution for less than five years, such average annual compensation shall include any bonuses, and any other compensation paid or to be paid to Executive in any such year, the amount of benefits paid or accrued to Executive pursuant to any employee benefit plan maintained by the Institution or Holding Company during all in any such year and the amount of any contributions made or part of the three immediately preceding years, the annual base salary paid to Executive for such periods shall, for purposes of this Section 3, be deemed to be equal made on behalf of Executive pursuant to any employee benefit plan maintained by the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%)Institution or the Holding Company in any such year. At the discretion election of Executive, upon an which election pursuant is to Section 3(e) hereofbe made prior to a Change in Control, such payment may shall be made in a lump sum immediately upon severance of Executive's employment or paidsum. In the event that no election is made, payment to Executive will be made on a pro rata basis, semi-monthly basis in approximately equal installments during the thirty-six (36) months following the Executive's terminationremaining term of this Agreement. (b) Upon the occurrence of a Change in Control of the Bank Institution or the Holding Company followed at any time during the term of this Agreement by Executive's voluntary or involuntary termination of employment, other than for Termination for Cause, the Bank Institution shall cause to be continued life, health medical and disability coverage substantially identical to the coverage maintained by the Bank Institution or Holding Company for Executive prior to his severance, except to the extent such coverage may be changed in its application to all Institution or Holding Company employees on a nondiscriminatory basis. Such coverage and payments shall cease upon the earlier expiration of Executive's obtaining similar coverage by another employer or twelve twenty four (1224) full calendar months from the date Date of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period of twelve (12) monthsTermination. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs of this Section 3, in the no event that: (i) shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") would be deemed to include constitute an "excess parachute payment" under Section 280G of the Internal Revenue Code of 1986 (the "Code") or any successor thereto, and (ii) if such Termination Benefits were reduced to an amount (the "Non- Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount", as determined in accordance with said Section 280G, and the Non- Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus the amount of tax required to be paid by Executive thereon by Section 4999 of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have received.the

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the voluntary (in accordance with Section 2(a) of this Agreement) or involuntary termination of Executive's employment, other than a termination for Termination for Just Cause, the Bank and the Company shall be obligated to pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to three two (32) times the following items: (i) the average annual base salary paid to Executive for the three (3) years immediately preceding Executive's termination. In the event the Executive has not been employed of any taxable income included by the Bank or Holding the Company on Executive's Form W-2 or reflected on a Form 1099 provided by the Bank or the Company to Executive, excluding A) income attributable to Executive's exercise of a non-statutory stock option, B) income related to Executive's disqualifying disposition of an incentive stock option to acquire Company common stock, or C) income related to the distribution of benefits under any tax-qualified or non-tax-qualified retirement or deferred compensation plan or arrangement sponsored by the Company or the Bank, during all or part each of the three immediately five (5) most recently completed calendar years preceding yearsthe Change in Control. (ii) the sum of the average of the value of the deferrals, allocations, or contributions made by Executive or on behalf of Executive by the annual base salary paid to Executive for such periods shallBank, for during each of the five (5) most recently completed calendar years preceding the Change in Control, under the Bank's employee stock ownership and 401(k) savings plans. For purposes of this Section 3clause (ii), the value of allocations made to Executive under the employee stock ownership plan or the supplemental executive retirement plan shall be deemed to be equal valued by reference to the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases fair market value of ten percent (10%). At Company common stock as of the discretion date of Executive, upon an election pursuant to Section 3(e) hereof, such payment may be made in a lump sum immediately upon severance of Executive's employment or paid, on a pro rata basis, semi-monthly during the thirty-six (36) months following the Executive's terminationallocation. (b) Upon the occurrence of a Change in Control and Executive's termination of employment in connection therewith, to the extent that the Bank continues to offer any life, medical, health, dental and disability insurance coverage or arrangements in which Executive or his dependents participated immediately prior to the Change in Control (each being a "Welfare Plan"), Executive and his covered dependents shall continue participating in such Welfare Plans, subject to the same premium contributions as were required immediately prior to the Change in Control, until the earlier of (i) the Executive's death; (ii) his employment by another employer other than one of which he is the majority owner; or (iii) the expiration of twenty-four months. If the company or the Company followed Bank does not offer the Welfare Plans at any time during after the term of this Agreement by Executive's voluntary or involuntary termination of employment, other than for Termination for CauseChange in Control, the Bank Company shall cause to be continued life, health and disability coverage substantially identical provide Executive with a payment equal to the coverage maintained by premiums for such benefits for the Bank for Executive prior to his severance. Such coverage shall cease upon period which runs until the earlier of Executive's obtaining similar coverage (i) his death; (ii) his employment by another an employer other than one of which he is the majority owner; or twelve (12iii) months from the date expiration of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period of twelve (12) twenty-four months. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs provisions of this Section 3, in the no event that: (i) shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") would be deemed to include constitute an "excess parachute payment" under Section 280G of the Internal Revenue Code of 1986 (the "Code") or any successor thereto, and (ii) if and in order to avoid such a result, Termination Benefits were reduced will be reduced, if necessary, to an amount (the "Non- Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount", ," as determined in accordance with said Section 280G, and the Non- Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus the amount of tax required to be paid by Executive thereon by Section 4999 of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amount. 280G. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have received.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the voluntary or involuntary termination of Executive's ’s employment, other than for Termination for Cause, the Bank and the Company shall pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to three (3) times the average annual base salary compensation paid to Executive for the three (3) years immediately preceding Executive's ’s termination. In the event the Executive has not been employed by the Bank or Holding Company during all or part For purposes of the three immediately preceding yearssentence, the annual compensation shall include only base salary paid to Executive for such periods shall, for purposes of this Section 3, be deemed to be equal to the Executive's initial base salary upon commencing employment adjusted to reflect assumed plus annual base salary increases of ten percent (10%)cash bonus payments. At the discretion of Executive, upon an election pursuant to Section 3(e) hereof, such payment may be made in a lump sum immediately upon severance of Executive's ’s employment or paid, on a pro rata basis, semi-monthly during the thirty-six (36) months following the Executive's ’s termination. (b) Upon the occurrence of a Change in Control of the Bank or the Company followed at any time during the term of this Agreement by Executive's ’s voluntary or involuntary termination of employment, other than for Termination for Cause, the Bank shall cause to be continued life, health and disability coverage substantially identical to the coverage maintained by the Bank for Executive and his or her dependents prior to his severance. Such coverage shall cease upon the earlier of Executive's ’s obtaining similar coverage by another employer or twelve (12) months from the date of Executive's ’s termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive and his or her dependents prior to termination for a period of twelve (12) monthsmonths from the date of Executive’s termination. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan ’s stock option plans or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans.[INTENTIONALLY LEFT BLANK] (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs of this Section 3, in the event that: it shall be determined that any payment or distribution of any type to or for the benefit of the Executive by the Bank, any of its affiliates, or any person who acquires ownership or effective control of the Bank or Holding Company or ownership of a substantial portion of the Bank’s or Holding Company’s assets (i) within the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") would be deemed to include an "excess parachute payment" under meaning of Section 280G of the Internal Revenue Code of 1986 (Code, and the "Code"regulations thereunder) or any affiliate of such person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the “Total Payments”), is subject to the excise tax imposed by Section 4999 of the Code or any similar successor theretoprovision or any interest or penalties with respect to such excise tax (such excise tax, and together with any such interest and penalties, are collectively referred to as the “Excise Tax”), then, except in the case of a Deminimus Excess Amount (iias described below), the Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) if in an amount such Termination Benefits were that after payment by the Executive of all taxes imposed upon the Gross-Up Payment (including any federal, state and local income, payroll or excise taxes and any interest or penalties imposed with respect to such taxes), the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Total Payments (not including any Gross-Up Payment). In the event that the amount by which the present value of the Total Payments which constitute “parachute payments” (within the meaning of Section 280G of the Code ) (the “Parachute Payments”) exceeds three (3) times the Executive’s “base amount” (within the meaning of Section 280G of the Code) (the “Base Amount”) is less than 3% of the amount determined under Section 3(a) of this Agreement, such excess shall be deemed to be a Deminimus Excess Amount and the Executive shall not be entitled to a Gross-Up Payment. In such an instance, the Parachute Payments shall be reduced to an amount (the "Non- “Non-Triggering Amount"”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount", as determined in accordance with said Section 280G, and ’s Base Amount; provided that such reduction shall not be made unless the Non- Non-Triggering Amount would be greater than the aggregate value of the Termination Benefits Parachute Payments (without such reduction) minus the amount of tax Excise Tax required to be paid by Executive thereon by Section 4999 of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amountthereon. The allocation of the reduction required hereby among shall be made by reducing the Termination Benefits provided by amount payable under Section 3(a) of this Agreement. All determinations as to the preceding portion, if any, of the Total Payments which constitute Parachute Payments, whether a Gross-Up Payment is required, the amount of such Gross-Up Payment, the amount of any reduction, and any amounts relevant to the foregoing paragraphs of this Section 3 3(f) shall be determined made by an independent accounting firm selected by the Bank, which may be the accounting firm then regularly retained by the Bank (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations, regarding the amount of any Gross-Up Payment and any other relevant matter, both to the Bank and the Executive, within five (5) days of a date of termination, if applicable, or such earlier time as requested by the Bank or the Executive (if the Executive reasonably believes that any of the Total Payments may be subject to the Excise Tax). Any determinations by the Accounting Firm shall be binding upon the Bank and the Executive. In As a result of uncertainty in the event that Executive receives application of Section 280G and 4999 of the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined Code at the time of the initial determination by the Accounting Firm hereunder, or as a result of a subsequent determination by the Internal Revenue Service or a judicial authority authority, it is possible that Executive is deemed to the Bank should have received an made Gross-Up Payments (“Underpayments”), or that Gross-Up Payments will have been made by the Bank which should not have been made (“Overpayments”). In either such event, the Accounting Firm shall determine the amount in excess of the Non-Triggering AmountUnderpayment or Overpayment that has occurred. In the case of the Underpayment, the amount of such Underpayment shall be promptly paid by the Bank to or Company shall pay for the benefit of the Executive. In the case of an Overpayment, the Executive shall, at the direction and expense of the Bank, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, the Bank, and otherwise reasonably cooperate with the Bank to Executive an amount equal correct such Overpayment, including repayment of such Overpayment to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have receivedBank.

Termination Benefits. (a) Upon the occurrence The Company shall pay Executive an amount equal to one hundred and eighty percent (180%) of a Change his Base Salary and annual target bonus in Control, followed one lump sum amount. The Company shall use Executive's highest Base Salary and annual target bonus in effect at any time during the term of this Agreement for purposes of calculating the payment to Executive under this Section 4.1. All such amounts shall be paid by the voluntary or involuntary termination Company as soon as administratively possible (i.e., no later than fifteen (15) days) following the first point in time that the Company is no longer prohibited from deducting such payments for income tax purposes under the provisions of Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), but not prior to the eighth day following Executive's execution of the Release. Amounts not paid to Executive within fifteen (15) days of Executive's employment, other than for Termination for Cause, termination of employment as a result of the Bank and application of the Company preceding sentence shall pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal be credited to three (3) times the average annual base salary paid to Executive for the three (3) years immediately preceding Executive's terminationaccount under the Company's 1994 Nonqualified Deferred Compensation Plan. In the event the Executive has not been employed by the Bank or Holding Company during all or part of the three immediately preceding years, the annual base salary paid to Executive for such periods shall, for purposes of this Section 3, be deemed to be equal to the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%). At the discretion of Executive, upon an election pursuant to Section 3(e) hereofUpon payment, such payment may amounts shall be made in a lump sum immediately upon severance of reduced by applicable withholding taxes and other deductions required by law or authorized by Executive's employment or paid, on a pro rata basis, semi-monthly during the thirty-six (36) months following the Executive's termination. (b) Upon the occurrence of a Change in Control All of the Bank or unvested options and other stock awards held by Executive on the Company followed at any time date of such termination (including unvested options and other stock awards outstanding on the Commencement Date) that would have vested over the succeeding thirty month (30 month) period had Executive continued to provide the Services during the term of this Agreement by Executive's voluntary or involuntary termination of employment, other than for Termination for Cause, the Bank that period shall cause to be continued life, health immediately vest and disability coverage substantially identical to the coverage maintained by the Bank for Executive prior to his severance. Such coverage shall cease upon the earlier of Executive's obtaining similar coverage by another employer or twelve (12) months from become exercisable in full on the date of Executive's terminationtermination of employment. In This acceleration will have no effect on any other provisions of the event the Executive obtains new employment and receives less coverage for lifestock awards, health or disability, the Bank shall provide coverage substantially identical including but not limited to the coverage maintained by provisions of the Bank for performance options dealing with the Executive prior to termination for acceleration of vesting upon the achievement of performance milestones. (c) For a period of twelve (12) monthsmonths following termination of employment, the Company shall continue to provide Executive with, and pay the full cost of, health, disability and life insurance coverage for Executive, his spouse and dependents that is commensurate with the coverage then provided to Executive, his spouse and dependents at the time of termination. The Company shall structure such health, disability and life insurance coverage as nontaxable benefits to the maximum extent possible, including, but not limited to, by characterizing such benefits as coverage to a former employee. Specifically for health insurance coverage, to the extent permitted by the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") and by the Company's group health insurance policies, the Executive shall elect COBRA continuation coverage and the Company shall pay Executive and his covered dependents' COBRA continuation premiums for twelve (12) months following the date of termination of employment. Executive agrees to notify the General Counsel of the Company, in writing, immediately upon the commencement of health benefit coverage which would cause Executive's COBRA continuation coverage to cease. Section 4.1 (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in provides only for the Company's Incentive Stock Option Plan payment of COBRA continuation premiums for the periods specified above. This Section 4.1(c) is not intended to affect, nor does it affect, the rights of Executive, or Executive's covered dependents under any other employee benefit plan applicable law with respect to options and such other rights as may have been granted to Executive under such planshealth insurance continuation coverage. (d) Upon a Change in Control, the The Company shall also provide Executive will be entitled to with the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whetherdescribed in Section 5.5, but only in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs of this Section 3, in the event that: (i) the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") would be deemed to include an "excess parachute payment" under Section 280G of the Internal Revenue Code of 1986 (the "Code") or any successor thereto, and (ii) if such Termination Benefits were reduced to an amount (the "Non- Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount", as determined in accordance involuntary termination of employment with said Section 280G, and the Non- Triggering Amount would be greater than the aggregate value of the Termination Benefits (Company without such reduction) minus the amount of tax required to be paid by Executive thereon by Section 4999 of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have receivedCause.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the voluntary or involuntary termination of Executive's employment, other than for Termination for Cause, the Bank and the Holding Company shall be obligated to pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to three (3) times the Executive's average annual base salary paid to Executive compensation for the three (3) five most recent taxable years immediately preceding Executive's termination. In the event the that Executive has not been employed by the Bank or Holding Company during all such lesser number of years in the event that Executive shall have been employed by the Bank for less than five years. Such annual compensation shall include Base Salary, commissions, bonuses, contributions on behalf of Executive to any pension and profit sharing plan, severance payments, director or part of the three immediately preceding years, the annual base salary committee fees and fringe benefits paid or to be paid to the Executive for during such periods shall, for purposes of this Section 3, be deemed to be equal to the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%)years. At the discretion election of Executive, upon an Executive which election pursuant is to Section 3(e) hereofbe made prior to a Change in Control, such payment may shall be made in a lump sum immediately upon severance of Executive's employment or paidsum. In the event that no election is made, payment to Executive will be made on a pro rata basis, semi-monthly basis in approximately equal installments during the thirty-six (36) months remaining term of this Agreement. Such payments shall not be reduced in the event Executive obtains other employment following the Executive's terminationtermination of employment. (b) Upon the occurrence of a Change in Control of the Bank or the Holding Company followed at any time during the term of this Agreement by Executive's voluntary or involuntary termination of employment, other than for Termination for Cause, the Bank Holding Company shall cause to be continued life, health medical and disability coverage substantially identical to the coverage maintained by the Bank for Executive prior to his severance, except to the extent such coverage may be changed in its application to all Bank employees. Such coverage and payments shall cease upon expiration of twenty-four (24) full calendar months following the earlier Date of Executive's obtaining similar coverage by another employer or twelve (12) months from the date of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period of twelve (12) monthsTermination. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs of this Section 3, in the event that: (i) the aggregate payments or benefits to be made or afforded to Executive under said paragraphs Executive, which are deemed to be parachute payments as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") or any successor thereof, (the "Termination Benefits") would be deemed to include an "excess parachute payment" under Section 280G of the Internal Revenue Code of 1986 (the "Code") or any successor thereto, ; and (ii) if such Termination Benefits were reduced to an amount (the "Non- Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount", ," as determined in accordance with said Section 280G, G and the Non- Non-Triggering Amount less the product of the marginal rate of any applicable state and federal income tax and the Non-Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus (i) the amount of tax required to be paid by the Executive thereon by Section 4999 of the CodeCode and further minus (ii) the product of the Termination Benefits and the marginal rate of any applicable state and federal income tax, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by the Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have received.

Termination Benefits. (a) Upon the occurrence of a Change in ControlControl of the Bank or the Company, followed at any time during the term of this Agreement by the involuntary or voluntary or involuntary termination of the Executive's employment, other than for Termination for Cause, or the voluntary termination of the Executive's employment with the Bank and following the relocation of the Executive's principal place of employment by more than fifty (50) miles from its location immediately prior to the Change in Control, the Company shall pay to Executive, or in the event of his the Executive's subsequent death, his his/her beneficiary or beneficiaries, or his estate, his/her estate as the case may be, as severance pay or as liquidated damages, or both, a sum equal to three one (31) times the average annual base Executive's current Base Salary including the amount of any salary paid deferred by Executive pursuant to Executive any deferred compensation arrangement. At the election of the Executive, which election is to be made within thirty (30) days of the date of this Agreement, and during the month of January in each year and which election is irrevocable for the three calendar year in which it is made, payments under Section 3 of this Agreement shall be made in a lump sum within thirty (330) years immediately preceding days of the date of severance of Executive's employment, or paid in equal monthly installments during twelve months following the Executive's termination. In the event that no election is made, payment to the Executive has not been employed by will be made on a monthly basis during the Bank or Holding Company during all or part of the three immediately preceding years, the annual base salary paid to Executive for such periods shall, for purposes remaining term of this Section 3, be deemed to be equal to the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%). At the discretion of Executive, upon an election pursuant to Section 3(e) hereof, such payment may be made in a lump sum immediately upon severance of Executive's employment or paid, on a pro rata basis, semi-monthly during the thirty-six (36) months following the Executive's terminationAgreement. (b) Upon the occurrence of a Change in Control of the Bank or the Company followed at any time during the term of on this Agreement by the Executive's voluntary or involuntary termination of employmentemployment with the Bank, other than for Termination for Cause, the Bank shall cause to be continued life, health medical, dental, and disability coverage substantially identical to the coverage maintained by the Bank for Executive prior to his severance. Such coverage shall cease upon the earlier of Executive's obtaining similar coverage by another employer or twelve (12) months from the date of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide insurance coverage substantially identical to the coverage maintained by the Bank for the Executive prior to severance. Such coverage and payments shall cease upon the expiration of thirteen months after termination for a period of twelve (12) monthsemployment. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs of this Section 3, in the event that: (i) the aggregate if payments under this Agreement, together with any other payments received or benefits to be made or afforded to received by the Executive under said paragraphs (the "Termination Benefits") in connection with a Change in Control would be deemed to include an "excess parachute payment" under pursuant to Section 280G of the Internal Revenue Code of 1986 (the "Code") or any successor thereto, and (ii) if such Termination Benefits were reduced to an amount (the "Non- Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount", as determined in accordance with said Section 280G, and the Non- Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus the amount of tax required to be paid by Executive thereon by Section 4999 of the Codeamended, then the Termination Benefits benefits under this Agreement shall be reduced (to not less than zero) to the Non-Triggering Amountextent necessary to avoid the payment of an excess parachute payment by the Bank. The Executive shall determine the allocation of such reduction among payments to the reduction required hereby among the Termination Benefits Executive. The Bank shall be entitled to rely on calculations provided by the preceding paragraphs of this Section 3 its independent auditors as to whether payments to Executive would constitute excess parachute payment, which shall be determined by binding on Executive. In the event that . (d) Any payments made to Executive receives the Non-Triggering Amount pursuant to this paragraph (fAgreement, or otherwise, are subject to and conditioned upon their compliance with 12 USC Section 1828(k) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have receivedany regulations promulgated thereunder.

Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the voluntary or involuntary termination of Executive's employment, other than for Termination for Causeemployment due to: (1) Executive's dismissal or (2) Executive's Voluntary Termination, the Bank and the Holding Company shall pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to three (3) times the Executive's average annual base salary paid to Executive compensation for the three five (35) most recent taxable years immediately preceding Executive's termination. In the event the that Executive has not been employed by the Bank or Holding Company during all and/or the Institution or part such lesser number of years in the three immediately preceding event that Executive shall have been employed by the Holding Company and/or the Institution for less than five years. Such annual compensation shall include base salary, the annual base salary commissions, bonuses, any other cash compensation, contributions or accruals on behalf of Executive to any pension and/or profit sharing plan, severance payments, retirement payment, director or committee fees and fringe benefits paid or to be paid to the Executive in any such year and payment of any expense item without accountability or business purpose or that do not meet the Internal Revenue Service requirements for such periods shall, for purposes of this Section 3, be deemed to be equal to deductibility by the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%)Holding Company or the Institution. At the discretion election of Executive, upon an Executive which election pursuant is to Section 3(e) hereofbe made prior to a Change in Control, such payment may shall be made in a lump sum immediately upon severance as of Executive's employment or paidDate of Termination. In the event that no election is made, payment to Executive will be made on a pro rata basis, semi-monthly basis in approximately equal installments during the thirty-six (36) months following the Executive's terminationremaining term of this Agreement. (b) Upon the occurrence of a Change in Control of the Bank Institution or the Holding Company followed at any time during the term of this Agreement by Executive's voluntary dismissal or involuntary termination of employment, other than for Termination for CauseVoluntary Termination, the Bank Holding Company shall cause to be continued life, health life and disability medical coverage substantially identical equivalent to the coverage maintained by the Bank Institution for Executive prior to his severance, except to the extent such coverage may be changed in its application to all Institution employees on a nondiscriminatory basis. Such coverage and payments shall cease upon expiration of thirty-six (36) full calendar months following the earlier Date of Executive's obtaining similar coverage by another employer or twelve (12) months from the date of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period of twelve (12) monthsTermination. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs of this Section 3, in the event that: (i) the aggregate payments or benefits to be made or afforded to Executive under said paragraphs Executive, which are deemed to be parachute payments as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") or any successor thereof, (the "Termination Benefits") would be deemed to include an "excess parachute payment" under Section 280G of the Internal Revenue Code of 1986 (the "Code") or any successor thereto, ; and (ii) if such Termination Benefits were reduced to an amount (the "Non- Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount", ," as determined in accordance with said Section 280G, G and the Non- Non-Triggering Amount less the product of the marginal rate of any applicable state and federal income tax and the Non Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus (i) the amount of tax required to be paid by the Executive thereon by Section 4999 of the CodeCode and further minus (ii) the product of the Termination Benefits and the marginal rate of any applicable state and federal income tax, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by the Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have received.