Common use of Termination for Disability Clause in Contracts

Termination for Disability. In the event that Executive’s employment is terminated during the Employment Period based on a Disability Determination, the Bank shall: (i) pay Executive his Earned Salary (as defined above); (ii) pay Executive an amount equal to the annual average of any cash incentive compensation and bonus that Executive received during the immediately preceding two (2) fiscal years, prorated based on the number of days during such year that elapsed prior to the effective date of the termination of Executive’s employment (“Prorated Incentive Compensation”); (iii) make, for the benefit of Executive, the matching 401(k) plan contribution that Executive is entitled to receive for the current year, prorated based on the number of days during such year that elapsed prior to the effective date of the termination of Executive’s employment (“Accrued Plan Contribution”), (iv) subject to the disability insurance adjustment set forth in Section 3(i) hereof, pay Executive the Base Salary that Executive would have been paid pursuant to Section 3(a) hereof from the effective date of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination; and (v) provide Executive (or upon his death, his surviving spouse and minor children, if any) with the same coverage under the Core Plans (or if applicable, a Contingent Insurance Stipend under Section 6(j)) that Executive would have been provided pursuant to Section 3(g) hereof from the effective date of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination (in each case subject to Executive’s payment of the costs and contributions that such plans provide are the responsibility of the insured employee and the availability of such continued coverage through the Bank’s then-current insurance carrier). Except as provided in Section 3(h), Section 3(j) (but only with respect to the assumption and continuation of the Life Insurance Policy) and this Section 6(b), the Bank shall have no obligation to provide Executive with any other compensation or benefits pursuant Section 3(a) through (k) or Section 6 of this Agreement following a termination of Executive’s employment based on a Disability Determination. Except as provided in Section 6(g) hereof, the amounts payable under Subsections (ii) and (iv) of this Section 6(b) shall be paid in equal installments over the period beginning on the Bank’s first regular payroll date after the effective date of termination and continuing through the Bank’s first regular payroll date after the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination. Upon Executive’s death, any payments due under this Section 6(b) shall be paid, as applicable, to Executive’s estate, trust or as otherwise required by law.

Termination for Disability. In the event that Executive’s 's employment is terminated by action of the Company Board during the Employment Period based on a Disability DeterminationTerm because of Executive's Disability, the Bank shall: Company will pay to Executive the sum of (iA) pay Executive his Earned accrued but unpaid Salary at the date of Executive's Disability, (B) all unreimbursed expenses incurred in accordance with this Agreement prior to such termination, (C) bonus as defined above); described in Section 1.3 that is accrued but unpaid prior to Executive's Disability and (iiD) pay Executive an amount of disability insurance benefit provided to Executive by the Company equal to three (3) times Executives then current Salary. Any such insurance benefit payment will be made within ten days of the annual average insurance payment date under the applicable policies of any cash incentive compensation insurance and bonus the amounts contemplated by clauses (A) and (B) will be paid within 45 days following the date of Executive's Disability and the amount contemplated by clause (C) will be paid within ten calendar days after the Company has made a reasonably prompt determination of Precision's financial performance up to such Disability. Additionally, in the event of Executive's Disability the Company will provide to Executive such benefits described in Section 1.6(a) that Executive received during the immediately preceding two (2) fiscal years, prorated based on the number of days during such year that elapsed have accrued prior to the effective date Termination Date and which are subject to continuance after the Termination Date in accordance with the terms of such benefits. Other than (x) as set forth in Section 1.5 or otherwise in the LLC Agreement, (y) with respect to any obligations of the Company to indemnify Executive or to cause PPHC or LLC or any Affiliate to indemnify Executive or (z) as set forth in Section 1.8(e), and, except as provided in this subparagraph (v), this Agreement in all other respects will terminate upon the Disability of Executive and the payments to be made in accordance with this Section 1.8(a)(v) will constitute exclusive liquidated damages payable as a result of the termination of Executive’s 's employment by reason of Disability. The Company acknowledges that the Americans and Disability Act (“Prorated Incentive Compensation”); (iii"ADA") make, for the benefit of Executive, the matching 401(k) plan contribution that Executive is entitled provides certain protections to receive for the current year, prorated based on the number of days during such year that elapsed prior to the effective date of the termination of Executive’s employment (“Accrued Plan Contribution”), (iv) subject to the disability insurance adjustment set forth individuals with disabilities and nothing in Section 3(i) hereof, pay Executive the Base Salary that Executive would have been paid pursuant to Section 3(a) hereof from the effective date of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination; and (v) provide Executive (or upon his death, his surviving spouse and minor children, if any) with the same coverage under the Core Plans (or if applicable, a Contingent Insurance Stipend under Section 6(j)) that Executive would have been provided pursuant to Section 3(g) hereof from the effective date of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination (in each case subject to Executive’s payment of the costs and contributions that such plans provide are the responsibility of the insured employee and the availability of such continued coverage through the Bank’s then-current insurance carrier). Except as provided in Section 3(h), Section 3(j) (but only with respect to the assumption and continuation of the Life Insurance Policy) and this Section 6(b), 1.8(a)(v) should be interpreted to permit conduct that violates the Bank shall have no obligation to provide Executive with any other compensation or benefits pursuant Section 3(a) through (k) or Section 6 of this Agreement following a termination of Executive’s employment based on a Disability Determination. Except as provided in Section 6(g) hereof, the amounts payable under Subsections (ii) and (iv) of this Section 6(b) shall be paid in equal installments over the period beginning on the Bank’s first regular payroll date after the effective date of termination and continuing through the Bank’s first regular payroll date after the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination. Upon Executive’s death, any payments due under this Section 6(b) shall be paid, as applicable, to Executive’s estate, trust or as otherwise required by lawADA.

Termination for Disability. In the event that Executive’s employment is terminated during the Employment Period based on a Disability Determination, the Bank Company shall: (i) pay Executive his Earned Salary (as defined above); (ii) pay Executive an amount equal to the annual average of any cash incentive compensation and bonus that Executive received during the immediately preceding two (2) fiscal years, prorated based on the number of days during such year that elapsed prior to the effective date of the termination of Executive’s employment (“Prorated Incentive Compensation”); (iii) make, for the benefit of Executive, the matching 401(k) plan contribution that Executive is entitled to receive for the current year, prorated based on the number of days during such year that elapsed prior to the effective date of the termination of Executive’s employment (“Accrued Plan Contribution”), ; (iv) subject to the disability insurance adjustment set forth in Section 3(i) hereof, pay Executive the Base Salary that Executive would have been paid pursuant to Section 3(a) hereof from the effective date of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination; and (v) provide Executive (or and upon his death, death his surviving spouse and minor children, if any) with the same coverage under the Core Plans (or if applicable, a Contingent Insurance Stipend under Section 6(j)) that Executive (and his surviving spouse and minor children, if any) would have been provided pursuant to Section 3(g) hereof from the effective date of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination (in each case subject to Executive’s payment of the costs and contributions that such plans provide are the responsibility of the insured employee employee); and the availability of such continued coverage through the Bank’s then-current insurance carrier). Except as provided in Section 3(h), Section 3(j(vi) (but only with respect to the assumption and continuation of the Life Insurance Policy) and this Section 6(b), the Bank shall have no obligation to provide Executive (and his surviving spouse and minor children, if any) with any other compensation or the health insurance continuation benefits pursuant Section 3(a) through (k) or Section 6 of this Agreement following a termination of Executive’s employment based on a Disability Determination. Except as provided set forth in Section 6(g), beginning on the date of the expiration of the health insurance coverage provided under the Core Plans pursuant to Section 6(b)(v) hereof, (subject to the amounts payment of the costs specified therein). Amounts payable under Subsections (ii) and (iv) of this Section 6(b) shall be paid in equal installments over the period beginning a single lump sum on the BankCompany’s first second regular payroll date after the effective date of termination and continuing through unless deferral of such payment is required under Section 25 of this Agreement. If deferral is required, Section 25 shall control the Bank’s first regular payroll date after the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination. Upon Executive’s death, any payments due under this Section 6(b) shall be paid, as applicable, to Executive’s estate, trust or as otherwise required by lawtiming of such payments.

Termination for Disability. In (a) The Company and Executive acknowledge and agree that essential functions of Executive’s position are unique and critical to the event Company and that a disability condition which causes Executive to be unable to perform the essential functions of his position with or without reasonable accommodations for a period in excess of (i) ninety (90) consecutive days or (ii) for shorter periods aggregating one hundred eighty (180) days in any three hundred sixty five (365) consecutive day period, shall constitute an undue hardship on the Company. If the Company determines in good faith upon medical certification, and after consultation with Executive (and, if requested by Executive, with Executive’s physician(s)), that Executive is disabled and unable to perform the essential functions of his position with or without reasonable accommodations for such period, the Company may give Executive written notice of its intention to terminate Executive’s employment hereunder. Executive shall have the right to dispute the Company’s determination as set forth in Section 12. Subject to the foregoing, if the Executive’s employment is terminated during by the Employment Period based on a Disability DeterminationCompany pursuant to this Section 7.2, the Bank shall: Company shall promptly (ibut in no event later than sixty (60) days following the date of termination) pay the Executive his Earned Salary (as defined above); (ii) pay Executive an amount equal to the annual average of any cash incentive compensation and bonus that Executive received during the immediately preceding two (2) fiscal years, prorated based on the number of days during such year that elapsed prior to the effective date of the termination of Executive’s employment (“Prorated Incentive Compensation”); (iii) make, for the benefit of Executive, the matching 401(k) plan contribution that Executive is entitled to receive for the current year, prorated based on the number of days during such year that elapsed prior to the effective date of the termination of Executive’s employment (“Accrued Plan Contribution”), (iv) subject to the disability insurance adjustment set forth in Section 3(i) hereof, pay Executive the Base Salary that Executive would have been paid pursuant to Section 3(a) hereof from and Annual Bonus, accrued and unpaid, through the effective date of termination through pursuant to this Section 7.2, less applicable payroll taxes, withholdings and deductions, together with any unpaid expense reimbursements owed Executive under Section 6 hereof (it being understood and agreed that no portion of the date Annual Bonus described in Section 3 shall be deemed accrued unless Executive was employed with the Employment Period would Company as of the last day of the fiscal year to which such Annual Bonus award applies). Executive shall also be entitled to any fringe benefits which have expired if vested on Executive’s employment had not been sooner terminated based on a Disability Determination; and (v) provide Executive (or upon his death, his surviving spouse and minor children, if any) with the same coverage under the Core Plans (or if applicable, a Contingent Insurance Stipend under Section 6(j)) that Executive would have been provided pursuant behalf prior to Section 3(g) hereof from the effective date of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination (in each case subject to Executive’s payment of the costs and contributions that such plans provide are the responsibility of the insured employee and the availability of such continued coverage through the Bank’s then-current insurance carrier)termination. Except as provided in Section 3(h)Sections 4, Section 3(j) (but only with respect to 6, 7.2, 7.6, 8, 9, 10 and 11, which the assumption and continuation parties agree survive the termination of the Life Insurance Policy) and Executive pursuant this Section 6(b)7.2, upon termination of the Executive’s employment hereunder pursuant to this Section 7.2, the Bank parties shall have no obligation to provide Executive with any other compensation further rights or benefits pursuant Section 3(a) through (k) or Section 6 of this Agreement following a termination of Executive’s employment based on a Disability Determination. Except as provided in Section 6(g) hereof, the amounts payable under Subsections (ii) and (iv) of this Section 6(b) shall be paid in equal installments over the period beginning on the Bank’s first regular payroll date after the effective date of termination and continuing through the Bank’s first regular payroll date after the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination. Upon Executive’s death, any payments due obligations under this Section 6(b) shall be paid, as applicable, to Executive’s estate, trust or as otherwise required by lawAgreement.

Termination for Disability. In the event that Executive’s employment is terminated during the Employment Period based on a Disability Determination, the Bank shall: (i) pay Executive his Earned Salary (as defined above); (ii) pay Executive an amount equal to the annual average of any cash incentive compensation and bonus that Executive received during the immediately preceding two (2) fiscal years, prorated based on the number of days during such year that elapsed prior to the effective date of the termination of Executive’s employment (“Prorated Incentive Compensation”); (iii) make, for the benefit of Executive, the matching 401(k) plan contribution that Executive is entitled to receive for the current year, prorated based on the number of days during such year that elapsed prior to the effective date of the termination of Executive’s employment (“Accrued Plan Contribution”), ; (iv) subject to the disability insurance adjustment set forth in Section 3(i) hereof, pay Executive the Base Salary that Executive would have been paid pursuant to Section 3(a) hereof from the effective date of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination; and (v) provide Executive (or ( and upon his death, death his surviving spouse and minor children, if any) with the same coverage under the Core Plans (or if applicable, a Contingent Insurance Stipend under Section 6(j)) that Executive (and his surviving spouse and minor children, if any) would have been provided pursuant to Section 3(g) hereof from the effective date of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination (in each case subject to Executive’s payment of the costs and contributions that such plans provide are the responsibility of the insured employee employee); and (vi) provide Executive (and his surviving spouse and minor children, if any) with the availability health insurance continuation benefits set forth in Section 6(i), beginning on the date of such continued the expiration of the health insurance coverage through provided under the Bank’s then-current insurance carrierCore Plans pursuant to Section 6(b)(v) (subject to the payment of the costs specified therein). Except as provided in Section 3(h), Section 3(j) (but only with respect to the assumption and continuation of the Life Insurance Policy) and this Section 6(b), the Bank shall have no obligation to provide Executive with any other compensation or benefits pursuant Section 3(a) through (k) or Section 6 of this Agreement following a termination of Executive’s employment based on a Disability Determination. Except as provided in Section 6(g) hereof, the amounts Amounts payable under Subsections (ii) and (iv) of this Section 6(b) shall be paid in equal installments over the period beginning a single lump sum on the Bank’s first second regular payroll date after the effective date of termination and continuing through unless deferral of such payment is required under Section 24 of this Agreement. If deferral is required, Section 24 shall control the Bank’s first regular payroll date after the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination. Upon Executive’s death, any payments due under this Section 6(b) shall be paid, as applicable, to Executive’s estate, trust or as otherwise required by lawtiming of such payments.

Termination for Disability. In The Corporation will have the event that Executiveright to terminate Employee’s employment hereunder at any time upon the Disability of Employee during the Employment Period. If Employee’s employment is terminated during the Employment Period based on a Disability Determinationbecause of Employee’s Disability, the Bank shall: (i) Corporation will pay Executive his Earned Salary (as defined above); (ii) pay Executive to Employee an amount equal to Employee’s Salary in effect on the annual average Termination Date for the Severance Period; provided, however, that such payment of Salary will be reduced by the amount of any cash incentive compensation disability benefits paid to Employee pursuant to any disability insurance, plan or policy then in effect by the Corporation applicable to Employee. Such Salary will be paid to Employee as and bonus that Executive at such times as Employee would have otherwise received during his Salary had he remained an employee of the immediately preceding two Corporation. In addition, the Corporation will pay to Employee the sum of (2i) fiscal years, prorated based on the number of days during such year that elapsed accrued but unpaid Salary prior to the effective Employee’s Disability, (ii) all expenses incurred by Employee prior to his termination due to Disability for which Employee is entitled to reimbursement pursuant to and in accordance with Section 2.5(c) and (iii) a pro-rata portion of the Bonus for the year in which Employee’s termination due to Disability occurs, to the extent earned (such amount to be calculated by determining the amount of the Bonus earned as of the end of the year in which the Employee’s termination due to Disability occurs and pro-rating such amount by the portion of such year Employee was employed by the Corporation), plus, if Employee’s termination due to Disability occurs after year-end but before the Bonus for the preceding year is paid, the Bonus for the preceding year. The payments described in clauses (i) and (ii) in the preceding sentence will be made within 45 calendar days following the date of the Employee’s termination due to Disability. Any Bonus will be paid as and at such times as Employee would have otherwise received his Bonus had he remained an employee of Executive’s employment (“Prorated Incentive Compensation”); (iii) make, for the benefit of Executive, the matching 401(k) plan contribution that Executive is entitled to receive for the current year, prorated based on the number of days during such year that elapsed prior to the effective date of Corporation. This Agreement in all other respects will terminate upon the termination of Executivethe Employee’s employment (“Accrued Plan Contribution”)due to Disability, (iv) subject to the disability insurance adjustment set forth in Section 3(i) hereof, pay Executive the Base Salary that Executive would have been paid pursuant to Section 3(a) hereof from the effective date of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination; and (v) provide Executive (or upon his death, his surviving spouse and minor children, if any) with the same coverage under the Core Plans (or if applicable, a Contingent Insurance Stipend under Section 6(j)) that Executive would have been provided pursuant to Section 3(g) hereof from the effective date of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination (in each case subject to Executive’s payment of the costs and contributions that such plans provide are the responsibility of the insured employee and the availability of such continued coverage through the Bank’s then-current insurance carrier). Except except as otherwise provided in Section 3(h), Section 3(j) (but only with respect to the assumption and continuation of the Life Insurance Policy) and this Section 6(b), the Bank shall have no obligation to provide Executive with any other compensation or benefits pursuant Section 3(a) through (k) or Section 6 of this Agreement following a termination of Executive’s employment based on a Disability Determination. Except as provided in Section 6(g) hereof, the amounts payable under Subsections (ii) and (iv) of this Section 6(b) shall be paid in equal installments over the period beginning on the Bank’s first regular payroll date after the effective date of termination and continuing through the Bank’s first regular payroll date after the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination. Upon Executive’s death, any payments due under this Section 6(b) shall be paid, as applicable, to Executive’s estate, trust or as otherwise required by lawAgreement.

Termination for Disability. In the event that Executive’s employment is terminated If Executive becomes Totally and Permanently Disabled during the Employment Period based on term of this Agreement, Executive's employment may be terminated by the Employer at any time during the continuance of such disability. The Executive is Totally and Permanently Disabled if he is unable to perform each of the material duties of his employment under this Agreement, by reason of any disability, illness, accident or condition, for a Disability Determinationperiod of more than six consecutive months during any twelve-month period, which is expected to continue for more than one year as certified by a medical doctor of Executive's own choosing and concurred in by a doctor of Employer's choosing. Upon termination as described in this Section 2.3, Executive shall be entitled to receive (a) an amount equal to one hundred percent (100%) of Executive's annual base salary at the Bank shalldate of termination, (b) Executive's theretofore unpaid base salary and incentive compensation for the period of employment, prorated to the end of the calendar month in which such termination occurs, and (c) compensation for accrued but unused vacation time. In addition, at Employer's cost, employer shall continue to provide Executive with the following benefits, consistent with the terms and conditions set forth in Section 1.5 hereof: (i) pay Executive his Earned Salary (as defined above); life insurance and medical, dental and optical insurance, to the extent the same can be provided under the arrangements in effect at the time of termination, and (ii) pay Executive an amount equal any other benefits to which the annual average of any cash incentive compensation and bonus that Executive received during the immediately preceding two (2) fiscal years, prorated based on the number of days during such year that elapsed prior to the effective date of the termination of Executive’s employment (“Prorated Incentive Compensation”); (iii) make, for the benefit of Executive, the matching 401(k) plan contribution that Executive is entitled by law or the specific terms of Employer's policies in effect at the time of his termination of employment. Benefits will be continued pursuant to receive this Section 2.3 for a period of twelve (12) months from the current yeardate of termination of employment, prorated based on unless Executive becomes employed by another company and becomes eligible for employment benefits substantially similar to those which would otherwise be provided under this Section. Notwithstanding the number foregoing, Executive and his spouse and dependent children shall continue to be entitled, at the expense of days during such year that elapsed prior Employer, to further medical coverage to the effective date extent required by COBRA which shall, in this case, be deemed to be for a period of twenty-nine (29) months commencing upon the expiration of the termination of Executive’s employment (“Accrued Plan Contribution”), (iv) subject to the disability insurance adjustment twelve month period set forth in the preceding sentence. If Executive is age 65 or older at the time of total and permanent disability hereunder, the Executive and his spouse shall also be entitled to medical coverage benefits as if he had retired at age 65 under Section 3(i) hereof2.2. In addition to the foregoing, pay Employer and Executive the Base Salary intend that Executive would have been paid will receive benefits upon his termination of employment pursuant to this Section 3(a) hereof from the effective date of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination; and (v) provide Executive 2.3 (or upon his death, his surviving spouse and minor childrentermination of employment pursuant to an election by Employer under Section 1.1, if any) with Executive becomes unable to perform each of the material duties of his employment under this Agreement prior to such termination of employment, and Executive thereafter, as a result of the same condition, becomes Totally and Permanently Disabled) comparable in amount and duration to those Executive would receive under Employer's current short-term and long-term disability plans if the maximum benefit limitation and eligibility periods did not apply (such benefits referred to hereafter as "Full Disability Benefits"). Employer shall use its best efforts to obtain and maintain insurance coverage to provide for the Full Disability Benefits, which insurance coverage may include insured benefits under the Core Plans Employer's short-term and long-term disability plans for executives (or if applicableall such insurance referred to hereafter as "Disability Insurance"). To the extent that the payments to Executive under the Disability Insurance are less than the payments due under the Full Disability Benefits, a Contingent Insurance Stipend under Section 6(j)) that Executive would have been provided pursuant Employer shall be obligated to Section 3(g) hereof from provide the effective date of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination (in each case subject to Executive’s payment of the costs and contributions that such plans provide are the responsibility of the insured employee and the availability amount of such continued coverage through the Bank’s then-current insurance carrier)deficiency out of its general funds. Except as provided in Section 3(h), Section 3(j) (but only with respect to the assumption and continuation of the Life Insurance Policy) and this Section 6(b), the Bank shall have no obligation to provide Executive with any other compensation or benefits pursuant Section 3(a) through (k) or Section 6 of this Agreement following a termination of Executive’s employment based on a Disability Determination. Except as provided in Section 6(g) hereof, the amounts payable under Subsections (ii) and (iv) of this Section 6(b) Such deficiency shall be paid by Employer to Executive in equal installments over the period beginning on the Bank’s first regular payroll date after the effective date form of termination and continuing through the Bank’s first regular payroll date after the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a monthly supplement to any Disability Determination. Upon Executive’s death, any payments due under this Section 6(b) shall be paid, as applicable, to Executive’s estate, trust or as otherwise required by lawInsurance payments.

Termination for Disability. In the event that Executive’s employment is terminated during the Employment Period based on a Disability Determination, the Bank shall: (i) pay Executive his Earned Salary (as defined above); (ii) pay Executive an amount equal to the annual average of any cash incentive compensation and bonus that Executive received during the immediately preceding two (2) fiscal years, prorated based on the number of days during such year that elapsed prior to the effective date of the termination of Executive’s employment (“Prorated Incentive Compensation”); (iii) make, for the benefit of Executive, the matching 401(k) plan contribution that Executive is entitled to receive for the current year, prorated based on the number of days during such year that elapsed prior to the effective date of the termination of Executive’s employment (“Accrued Plan Contribution”), ; (iv) subject to the disability insurance adjustment set forth in Section 3(i) hereof, pay Executive the Base Salary that Executive would have been paid pursuant to Section 3(a) hereof from the effective date of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination; and (v) provide Executive (or and upon his death, death his surviving spouse and minor children, if any) with the same coverage under the Core Plans (or if applicable, a Contingent Insurance Stipend under Section 6(j)) that Executive (and his surviving spouse and minor children, if any) would have been provided pursuant to Section 3(g) hereof from the effective date of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination (in each case subject to Executive’s payment of the costs and contributions that such plans provide are the responsibility of the insured employee employee); and (vi) provide Executive (and his surviving spouse and minor children, if any) with the availability health insurance continuation benefits set forth in Section 6(i), beginning on the date of such continued the expiration of the health insurance coverage through provided under the Bank’s then-current insurance carrierCore Plans pursuant to Section 6(b)(v) (subject to the payment of the costs specified therein). Except as provided in Section 3(h), Section 3(j) (but only with respect to the assumption and continuation of the Life Insurance Policy) and this Section 6(b), the Bank shall have no obligation to provide Executive with any other compensation or benefits pursuant Section 3(a) through (k) or Section 6 of this Agreement following a termination of Executive’s employment based on a Disability Determination. Except as provided in Section 6(g) hereof, the amounts Amounts payable under Subsections (ii) and (iv) of this Section 6(b) shall be paid in equal installments over the period beginning a single lump sum on the Bank’s first second regular payroll date after the effective date of termination and continuing through unless deferral of such payment is required under Section 24 of this Agreement. If deferral is required, Section 24 shall control the Bank’s first regular payroll date after the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination. Upon Executive’s death, any payments due under this Section 6(b) shall be paid, as applicable, to Executive’s estate, trust or as otherwise required by lawtiming of such payments.

Termination for Disability. In the event that Executive’s employment is terminated during the Employment Period based on a Disability Determination, the Bank Company shall: (i) pay Executive his Earned Salary (as defined above); (ii) pay Executive an amount equal to the annual average of any cash incentive compensation and bonus that Executive received during the immediately preceding two (2) fiscal years, prorated based on the number of days during such year that elapsed prior to the effective date of the termination of Executive’s employment (“Prorated Incentive Compensation”); (iii) make, for the benefit of Executive, the matching 401(k) plan contribution that Executive is entitled to receive for the current year, prorated based on the number of days during such year that elapsed prior to the effective date of the termination of Executive’s employment (“Accrued Plan Contribution”), (iv) subject to the disability insurance adjustment set forth in Section 3(i) hereof, pay Executive the Base Salary that Executive would have been paid pursuant to Section 3(a) hereof from the effective date of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination; and (v) provide Executive (or upon his death, his surviving spouse and minor children, if any) with the same coverage under the Core Plans (or if applicable, a Contingent Insurance Stipend under Section 6(j6(h)) that Executive would have been provided pursuant to Section 3(g) hereof from the effective date of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination (in each case subject to Executive’s payment of the costs and contributions that such plans provide are the responsibility of the insured employee and the availability of such continued coverage through the BankCompany’s then-current insurance carrier). Except as provided in Section 3(h), Section 3(j) (but only with respect to the assumption and continuation of the Life Insurance Policy) and this Section 6(b), the Bank Company shall have no obligation to provide Executive with any other compensation or benefits pursuant Section 3(a) through (k) or Section 6 of this Agreement following a termination of Executive’s employment based on a Disability Determination. Except as provided in Section 6(g) hereof, the amounts payable under Subsections (ii) and (iv) of this Section 6(b) shall be paid in equal installments over the period beginning on the BankCompany’s first regular payroll date after the effective date of termination and continuing through the BankCompany’s first regular payroll date after the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination. Upon Executive’s death, any payments due under this Section 6(b) shall be paid, as applicable, to Executive’s estate, trust or as otherwise required by law.

Termination for Disability. In The Employer may also terminate this Agreement in the event that Executive’s employment is terminated the Employee shall, during the Employment Period based on a Disability Determinationterm of this Agreement, become permanently disabled as the Bank shall: (i) pay Executive his Earned Salary (as term is fixed and defined above); (ii) pay Executive an amount equal in this section. Such option shall be exercised by the Employer giving notice to the annual average Employee as required by this Agreement. On the giving of any cash incentive compensation and bonus that Executive received during the immediately preceding two (2) fiscal yearssuch notice, prorated based this Agreement shall cease on the number of days during such year that elapsed prior to the effective date last day of the termination of Executive’s employment (“Prorated Incentive Compensation”); (iii) makemonth in which the notice is so mailed, for with the benefit of Executive, the matching 401(k) plan contribution that Executive is entitled to receive for the current year, prorated based on the number of days during same force and effect as if such year that elapsed prior to the effective date last day of the termination of Executive’s employment (“Accrued Plan Contribution”), (iv) subject to month were the disability insurance adjustment date originally set forth in Section 3(i) hereofthis Agreement as the termination date of this Agreement. For the purposes of this Agreement, pay Executive the Base Salary that Executive would Employee shall have become permanently disabled, if, during any year of the term of this Agreement, because of ill health, physical, or mental disability or for other causes beyond the Employee's control the Employee shall have been paid pursuant continuously unable or unwilling or shall have failed to Section 3(aperform the duties under this Agreement for one hundred and eighty (180) hereof from days, or if, during any year of the effective date term of termination through this Agreement, the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination; and (v) provide Executive (or upon his death, his surviving spouse and minor children, if any) with the same coverage under the Core Plans (or if applicable, a Contingent Insurance Stipend under Section 6(j)) that Executive would Employee shall have been unable or unwilling or shall have failed to perform such duties for a total period of one year (365) days, whether or not such days are consecutive. In all events, Employee shall be paid his full weekly salary during any said disability, or until disability can be verified as provided pursuant to Section 3(g) hereof from below for a maximum of 52 weeks, or 365 days. Notwithstanding the effective date above, the salary continuation shall be offset by any EMPLOYER SPONSORED disability policy or income continuation plan by a qualified third party provider of termination through such plans. However, the date Employee salary continuation shall not be offset by any government sponsored or independent Employee paid policy, or other collateral source. For the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination (in each case subject to Executive’s payment purposes of this Agreement, the term "any year of the costs and contributions that such plans provide are term of this Agreement" is defined to mean any 12 consecutive month period during the responsibility term of the insured employee and Agreement. If permanent disability is verified at any time during the availability of such continued coverage through the Bank’s then-current insurance carrier). Except as provided in Section 3(h), Section 3(j) (but only with respect to the assumption and continuation of the Life Insurance Policy) and this Section 6(b), the Bank shall have no obligation to provide Executive with any other compensation or benefits pursuant Section 3(a) through (k) or Section 6 term of this Agreement following by a termination panel of Executive’s employment based on a Disability Determination. Except two independent physicians, Employer shall pay Employee the sum of $100,000 as severance due to disability in addition to any disability income or salary continuation plan then in effect, or as provided in Section 6(g) hereof, the amounts payable under Subsections (ii) and (iv) of this Section 6(b) shall be paid in equal installments over the period beginning on the Bank’s first regular payroll date after the effective date of termination and continuing through the Bank’s first regular payroll date after the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination. Upon Executive’s death, any payments due under this Section 6(b) shall be paid, as applicable, to Executive’s estate, trust or as otherwise required by lawfor above.

Termination for Disability. In The Corporation will have the event that Executiveright to terminate Employee’s employment hereunder at any time upon the Disability of Employee during the Employment Period. If Employee’s employment is terminated during the Employment Period based on a Disability Determinationbecause of Employee’s Disability, the Bank shall: (i) Corporation will pay Executive his Earned Salary (as defined above); (ii) pay Executive to Employee an amount equal to Employee’s Salary in effect on the annual average Termination Date for the Severance Period; provided, however, that such payment of Salary will be reduced by the amount of any cash incentive compensation disability benefits paid to Employee pursuant to any disability insurance, plan or policy then in effect by the Corporation applicable to Employee. Such Salary will be paid to Employee as and bonus that Executive at such times as Employee would have otherwise received during his Salary had he remained an employee of the immediately preceding two Corporation. In addition, the Corporation will pay to Employee the sum of (2i) fiscal years, prorated based on the number of days during such year that elapsed accrued but unpaid Salary prior to the effective Employee’s Disability, (ii) all expenses incurred by Employee prior to his termination due to Disability for which Employee is entitled to reimbursement pursuant to and in accordance with Section 2.5(c) and (iii) a pro-rata portion of the Annual Bonus for the year in which Employee’s termination due to Disability occurs, to the extent earned (such amount to be calculated by determining the amount of the Annual Bonus earned as of the end of the year in which the Employee’s termination due to Disability occurs and pro-rating such amount by the portion of such year Employee was employed by the Corporation), plus, if Employee’s termination due to Disability occurs after year-end but before the Annual Bonus for the preceding year is paid, the Annual Bonus for the preceding year. The payments described in clauses (i) and (ii) in the preceding sentence will be made within 45 calendar days following the date of the Employee’s termination due to Disability. Any Annual Bonus will be paid as and at such times as Employee would have otherwise received his Annual Bonus had he remained an employee of Executive’s employment (“Prorated Incentive Compensation”); (iii) make, for the benefit of Executive, the matching 401(k) plan contribution that Executive is entitled to receive for the current year, prorated based on the number of days during such year that elapsed prior to the effective date of Corporation. This Agreement in all other respects will terminate upon the termination of Executivethe Employee’s employment (“Accrued Plan Contribution”)due to Disability, (iv) subject to the disability insurance adjustment set forth in Section 3(i) hereof, pay Executive the Base Salary that Executive would have been paid pursuant to Section 3(a) hereof from the effective date of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination; and (v) provide Executive (or upon his death, his surviving spouse and minor children, if any) with the same coverage under the Core Plans (or if applicable, a Contingent Insurance Stipend under Section 6(j)) that Executive would have been provided pursuant to Section 3(g) hereof from the effective date of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination (in each case subject to Executive’s payment of the costs and contributions that such plans provide are the responsibility of the insured employee and the availability of such continued coverage through the Bank’s then-current insurance carrier). Except except as otherwise provided in Section 3(h), Section 3(j) (but only with respect to the assumption and continuation of the Life Insurance Policy) and this Section 6(b), the Bank shall have no obligation to provide Executive with any other compensation or benefits pursuant Section 3(a) through (k) or Section 6 of this Agreement following a termination of Executive’s employment based on a Disability Determination. Except as provided in Section 6(g) hereof, the amounts payable under Subsections (ii) and (iv) of this Section 6(b) shall be paid in equal installments over the period beginning on the Bank’s first regular payroll date after the effective date of termination and continuing through the Bank’s first regular payroll date after the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination. Upon Executive’s death, any payments due under this Section 6(b) shall be paid, as applicable, to Executive’s estate, trust or as otherwise required by lawAgreement.

Termination for Disability. In the event that Executive’s employment is terminated during the Employment Period based on a Disability Determination, the Bank shall: (i) pay Executive his her Earned Salary (as defined above); (ii) pay Executive an amount equal to the annual average of any cash incentive compensation and bonus that Executive received during the immediately preceding two (2) fiscal years, prorated based on the number of days during such year that elapsed prior to the effective date of the termination of Executive’s employment (“Prorated Incentive Compensation”); (iii) make, for the benefit of Executive, the matching 401(k) plan contribution that Executive is entitled to receive for the current year, prorated based on the number of days during such year that elapsed prior to the effective date of the termination of Executive’s employment (“Accrued Plan Contribution”), ; (iv) subject to the disability insurance adjustment set forth in Section 3(i) hereof, pay Executive the Base Salary that Executive would have been paid pursuant to Section 3(a) hereof from the effective date of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination; and (v) provide Executive (or ( and upon his death, his her death her surviving spouse and minor children, if any) with the same coverage under the Core Plans (or if applicable, a Contingent Insurance Stipend under Section 6(j)) that Executive (and her surviving spouse and minor children, if any) would have been provided pursuant to Section 3(g) hereof from the effective date of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination (in each case subject to Executive’s payment of the costs and contributions that such plans provide are the responsibility of the insured employee employee); and (vi) provide Executive (and her surviving spouse and minor children, if any) with the availability health insurance continuation benefits set forth in Section 6(i) beginning on the date of such continued the expiration of the health insurance coverage through provided under the Bank’s then-current insurance carrierCore Plans pursuant to Section 6(b)(v) (subject to the payment of the costs specified therein). Except as provided in Section 3(h), Section 3(j) (but only with respect to the assumption and continuation of the Life Insurance Policy) and this Section 6(b), the Bank shall have no obligation to provide Executive with any other compensation or benefits pursuant Section 3(a) through (k) or Section 6 of this Agreement following a termination of Executive’s employment based on a Disability Determination. Except as provided in Section 6(g) hereof, the amounts Amounts payable under Subsections (ii) and (iv) of this Section 6(b) shall be paid in equal installments over the period beginning a single lump sum on the Bank’s first second regular payroll date after the effective date of termination and continuing through unless deferral of such payment is required under Section 24 of this Agreement. If deferral is required, Section 24 shall control the Bank’s first regular payroll date after the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination. Upon Executive’s death, any payments due under this Section 6(b) shall be paid, as applicable, to Executive’s estate, trust or as otherwise required by lawtiming of such payments.

Termination for Disability. In the event that Executive’s employment is terminated during the Employment Period based on a Disability Determination, the Bank shall: (i) pay Executive his Earned Salary (as defined above); (ii) pay Executive an amount equal to the annual average of any cash incentive compensation compensation, if any, that the Board determines in its sole and bonus absolute discretion that Executive received is to receive during the immediately preceding two (2) fiscal yearscurrent year based on Executive’s demonstrable achievement of the objectives set forth in Executive’s incentive compensation program for the current year, prorated based on the number of days during such year that elapsed prior to the effective date of the termination of Executive’s employment (“Prorated Incentive Compensation”); (iii) make, for the benefit of Executive, the matching 401(k) plan contribution that Executive is entitled to receive for the current year, prorated based on the number of days during such year that elapsed prior to the effective date of the termination of Executive’s employment (“Accrued Plan Contribution”), ; (iv) subject to the disability insurance adjustment set forth in Section 3(i) hereof, pay Executive the Base Salary that Executive would have been paid pursuant to Section 3(a) hereof from the effective date of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination; and (v) provide Executive (or and upon his death, death his surviving spouse and minor children, if any) with the same coverage under the Core Plans (or if applicable, a Contingent Insurance Stipend under Section 6(j)) that Executive (and his surviving spouse and minor children, if any) would have been provided pursuant to Section 3(g) hereof from the effective date of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination (in each case subject to Executive’s payment of the costs and contributions that such plans provide are the responsibility of the insured employee employee); and (vi) provide Executive (and his surviving spouse and minor children, if any) with the availability health insurance continuation benefits set forth in Section 6(i), beginning on the date of such continued the expiration of the health insurance coverage through provided under the Bank’s then-current insurance carrierCore Plans pursuant to Section 6(b)(v) (subject to the payment of the costs specified therein). Except as provided in Section 3(h), Section 3(j) (but only with respect to the assumption and continuation of the Life Insurance Policy) and this Section 6(b), the Bank shall have no obligation to provide Executive with any other compensation or benefits pursuant Section 3(a) through (k) or Section 6 of this Agreement following a termination of Executive’s employment based on a Disability Determination. Except as provided in Section 6(g) hereof, the amounts Amounts payable under Subsections (ii) and (iv) of this Section 6(b) shall be paid in equal installments over the period beginning on the Bank’s first regular payroll date after the effective date of termination and continuing through the Bank’s first regular payroll date after the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination. Upon Executive’s death, any payments due under this Section 6(b) shall be paid, as applicable, to Executive’s estate, trust or as otherwise required by law.

Termination for Disability. In As used in the Agreement, Executive's "Disability" shall mean a good faith determination by the Board, acting without participation by Executive, based on competent and independent medical evidence, that Executive, as a result of a mental or physical disease or condition expected to continue indefinitely, is incapable of performing a substantial portion of the services contemplated in the Agreement. The Company may terminate Executive's employment hereunder in the event of Executive's Disability by giving Executive thirty (30) days' written notice. In such event, the Company shall pay to Executive his Base Salary through the date of termination (which shall be thirty (30) days after written notice is given) and, thereafter, his Base Salary for a period of eleven (11) additional months after the date of termination, less net amounts received during that period from any long-term disability insurance provided under Article 3. The Base Salary shall be paid at the annual rate of Executive’s 's Base Salary in effect on the date of Executive's termination of employment is terminated during and shall be payable not less frequently than semi-monthly in accordance with the Employment Period Company's executive compensation practices. The Company shall also pay to Executive a prorated bonus and incentive compensation payment based on a Disability Determination, the Bank shall: (i) pay Executive his Earned Salary (as defined above); (ii) pay Executive then applicable bonus plan/long term incentive compensation program in an amount equal to the annual average bonus/incentive payment that would otherwise be paid for the fiscal/calendar (depending on the plan or program) year in which Executive is terminated, multiplied by a fraction, the numerator of any cash incentive compensation and bonus that Executive received during the immediately preceding two (2) fiscal years, prorated based on which is the number of days that Executive was employed during such that year, and the denominator of which is 365, payable no later than sixty (60) days after the end of the fiscal/calendar year that elapsed in which Executive's employment is terminated. The Company shall also pay Executive's accrued but unused vacation, all deferred compensation owed to Executive under any other agreements, and his expenses incurred prior to such termination of employment reimbursable under Article 4. All benefits provided under Section 3.5 shall be extended, at Executive's election and cost, to the effective extent permitted by Company's insurance policies and benefit plans, for twelve (12) months after the date of the termination of Executive’s employment 's termination, except as required by law (“Prorated Incentive Compensation”e.g., COBRA health insurance continuation election); . Within sixty (iii60) make, for the benefit of Executive, the matching 401(k) plan contribution that Executive is entitled to receive for the current year, prorated based on the number of days during such year that elapsed prior to the effective date of the termination of Executive’s employment (“Accrued Plan Contribution”), (iv) subject to the disability insurance adjustment set forth in Section 3(i) hereof, pay Executive the Base Salary that Executive would have been paid pursuant to Section 3(a) hereof from the effective date of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination; and (v) provide Executive (or upon his death, his surviving spouse and minor children, if any) with the same coverage under the Core Plans (or if applicable, a Contingent Insurance Stipend under Section 6(j)) that Executive would have been provided pursuant to Section 3(g) hereof from the effective date of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination (in each case subject to Executive’s payment of the costs and contributions that such plans provide are the responsibility of the insured employee and the availability of such continued coverage through the Bank’s then-current insurance carrier). Except as provided in Section 3(h), Section 3(j) (but only with respect to the assumption and continuation of the Life Insurance Policy) and this Section 6(b), the Bank shall have no obligation to provide Executive with any other compensation or benefits pursuant Section 3(a) through (k) or Section 6 of this Agreement following a termination of Executive’s employment based on a Disability Determination. Except as provided in Section 6(g) Effective Date hereof, the amounts payable under Subsections (ii) and (iv) of this Section 6(b) Executive shall be paid in equal installments over provide to the period beginning on Board written documentation from a licensed physician evidencing the Bank’s first regular payroll date after the effective date of termination and continuing through the Bank’s first regular payroll date after the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination. Upon Executive’s death, any payments due under this Section 6(b) shall be paid, 's fitness for duty as applicable, to Executive’s estate, trust or as otherwise required by lawsuch duties are described herein.

Termination for Disability. In the event that Executive’s 's employment is terminated by action of the Company Board during the Employment Period based on a Disability DeterminationTerm because of Executive's Disability, the Bank shall: Company will pay to Executive the sum of (iA) pay Executive his Earned accrued but unpaid Salary at the date of Executive's Disability, (B) all unreimbursed expenses incurred in accordance with this Agreement prior to such termination, (C) bonus as defined above); described in Section 1.3 that is accrued but unpaid prior to Executive's Disability and (iiD) pay Executive an amount of disability insurance benefit provided to Executive by the Company equal to three (3) times Executives then current Salary. Any such insurance benefit payment will be made within ten days of the annual average insurance payment dale under the applicable policies of any cash incentive compensation insurance and bonus the amounts xontemplated by clauses (A) and (B) will be paid within 45 days following the date of Executive's Disability and the amount contemplated by clause (C) will be paid within ten calendar days after the Company has made a reasonably prompt determination of Precision's financial performance up to such Disability. Additionally, in the event of Executive's Disability the Company will provide to Executive such benefits described in Section 1.6(a) that Executive received during the immediately preceding two (2) fiscal years, prorated based on the number of days during such year that elapsed have accrued prior to the effective date Termination Date and which are subject to continuance after the Termination Date in accordance with the terms of such benefits. Other than (x) as set forth in Section 1.5 or otherwise in the LLC Agreement, (y) with respect to any obligations of the Company to indemnify Executive or to cause PPHC or LLC or any Affiliate to indemnify Executive or (z) as set forth in Section 1.8(d), and, except as provided in this subparagraph (v), this Agreement in all other respects will terminate upon the Disability of Executive and the payments to be made in accordance with this Section 1.8(a)(v) will constitute exclusive liquidated damages payable as a result of the termination of Executive’s 's employment by reason of Disability. The Company acknowledges that the Americans and Disability Act (“Prorated Incentive Compensation”); (iii"ADA") make, for the benefit of Executive, the matching 401(k) plan contribution that Executive is entitled provides certain protections to receive for the current year, prorated based on the number of days during such year that elapsed prior to the effective date of the termination of Executive’s employment (“Accrued Plan Contribution”), (iv) subject to the disability insurance adjustment set forth individuals with disabilities and nothing in Section 3(i) hereof, pay Executive the Base Salary that Executive would have been paid pursuant to Section 3(a) hereof from the effective date of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination; and (v) provide Executive (or upon his death, his surviving spouse and minor children, if any) with the same coverage under the Core Plans (or if applicable, a Contingent Insurance Stipend under Section 6(j)) that Executive would have been provided pursuant to Section 3(g) hereof from the effective date of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination (in each case subject to Executive’s payment of the costs and contributions that such plans provide are the responsibility of the insured employee and the availability of such continued coverage through the Bank’s then-current insurance carrier). Except as provided in Section 3(h), Section 3(j) (but only with respect to the assumption and continuation of the Life Insurance Policy) and this Section 6(b), 1.8(a)(v) should be interpreted to permit conduct that violates the Bank shall have no obligation to provide Executive with any other compensation or benefits pursuant Section 3(a) through (k) or Section 6 of this Agreement following a termination of Executive’s employment based on a Disability Determination. Except as provided in Section 6(g) hereof, the amounts payable under Subsections (ii) and (iv) of this Section 6(b) shall be paid in equal installments over the period beginning on the Bank’s first regular payroll date after the effective date of termination and continuing through the Bank’s first regular payroll date after the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination. Upon Executive’s death, any payments due under this Section 6(b) shall be paid, as applicable, to Executive’s estate, trust or as otherwise required by lawADA.

Termination for Disability. In During the event that Term, if Employer terminates Executive’s employment is terminated during for Disability of Executive, then Employer shall give Executive 30 days’ prior notice of its intent to terminate and Executive’s employment shall terminate on the Employment Period based on 30th day after receipt of such notice (the “Disability Effective Date”), in which event, Bank shall pay to Executive a lump sum amount equal to six months of Executive’s then current Base Salary, plus 100% of Executive’s target Annual Bonus opportunity for the fiscal year in which the Disability DeterminationEffective Date occurs, with such amount payable in a lump sum in cash within 30 days after the Date of Termination, the Bank shallexact payment date to be determined by Bank. (e) Termination following a Change in Control. If, within 12 months following a Change in Control, (x) Employer (or any successor to Employer) terminates Executive’s employment other than for Cause, or (y) Executive terminates employment for Good Reason, then: (i) Bank (or its successor) shall pay to Executive his Earned Salary (as defined above)in a lump sum in cash within 30 days after the Date of Termination, the exact payment date to be determined by Bank, Executive’s Accrued Salary; (ii) subject to Section 12 hereof, Bank (or its successor) shall pay to Executive an amount equal to the annual average of any Severance Amount, payable in a lump sum in cash incentive compensation and bonus that Executive received during the immediately preceding two (2) fiscal years, prorated based on the number 60th day following the Date of days during such year that elapsed prior to the effective date of the termination of Executive’s employment (“Prorated Incentive Compensation”)Termination; (iii) makeif Executive elects to continue participation in any group medical, for the benefit of Executivedental, the matching 401(k) vision and/or prescription drug plan contribution that benefits to which Executive is entitled to receive for the current year, prorated based on the number of days during such year that elapsed prior to the effective date of the termination of and/or Executive’s employment eligible dependents would be entitled under COBRA, then during the Health Benefits Continuation Period, Bank (“Accrued Plan Contribution”), or its successor) shall pay to Executive the Health Coverage Benefit; (iv) subject to the disability insurance adjustment set forth in Section 3(iextent not theretofore paid or provided, Bank (or its successor) hereof, shall timely pay or provide to Executive the Base Salary that Executive would have been paid pursuant to Section 3(a) hereof from the effective date of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determinationany Other Benefits; and (v) provide any unvested equity awards held by Executive shall be subject to Equity Award Treatment as and to the extent set forth in Section 6(a)(v). (vi) Notwithstanding the foregoing, Bank (or upon his death, his surviving spouse and minor children, if any) with the same coverage under the Core Plans (or if applicable, a Contingent Insurance Stipend under Section 6(j)) that Executive would have been provided pursuant to Section 3(g) hereof from the effective date of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination (in each case subject to Executive’s payment of the costs and contributions that such plans provide are the responsibility of the insured employee and the availability of such continued coverage through the Bank’s then-current insurance carrier). Except as provided in Section 3(h), Section 3(j) (but only with respect to the assumption and continuation of the Life Insurance Policy) and this Section 6(b), the Bank shall have no obligation to provide Executive with any other compensation or benefits pursuant Section 3(a) through (k) or Section 6 of this Agreement following a termination of Executive’s employment based on a Disability Determination. Except as provided in Section 6(g) hereof, the amounts payable under Subsections (ii) and (iv) of this Section 6(bits successor) shall be paid in equal installments over obligated to provide the period beginning on Severance Amount, the Bank’s first regular payroll date Health Coverage Benefit and the Equity Award Treatment only if (A) within 45 days after the effective date Date of termination Termination Executive shall have the Release Agreement and continuing through such Release Agreement shall not have been revoked within the Bank’s first regular payroll date after revocation period specified in the date Release Agreement, and (B) Executive fully complies with the Employment Period would have expired obligations set forth in Section 7 hereof. For the avoidance of doubt, if Executive does not comply with the obligations set forth in Section 7 hereof, then payment or provision of the Severance Amount, the Health Coverage Benefit and the Equity Award Treatment shall cease immediately upon Executive’s employment had not been sooner terminated based on a Disability Determinationbreach thereof. Upon Executive’s death, any payments due under this Section 6(b) shall be paid, as applicable, to Executive’s estate, trust or as otherwise required by law.(f)

Termination for Disability. In the event that Executive’s employment is terminated during the Employment Period based on a Disability Determination, the Bank shall: (i) pay Executive his Earned Salary (as defined above); (ii) pay Executive an amount equal to the annual average of any cash incentive compensation compensation, if any, that the Board determines in its sole and bonus absolute discretion that Executive received is to receive during the immediately preceding two (2) fiscal yearscurrent year based on Executive’s demonstrable achievement of the objectives set forth in Executive’s incentive compensation program for the current year, prorated based on the number of days during such year that elapsed prior to the effective date of the termination of Executive’s employment (“Prorated Incentive Compensation”); (iii) make, for the benefit of Executive, the matching 401(k) plan contribution that Executive is entitled to receive for the current year, prorated based on the number of days during such year that elapsed prior to the effective date of the termination of Executive’s employment (“Accrued Plan Contribution”), ; (iv) subject to the disability insurance adjustment set forth in Section 3(i) hereof, pay Executive the Base Salary that Executive would have been paid pursuant to Section 3(a) hereof from the effective date of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination; and (v) provide Executive (or and upon his death, death his surviving spouse and minor children, if any) with the same coverage under the Core Plans (or if applicable, a Contingent Insurance Stipend under Section 6(j)) that Executive (and his surviving spouse and minor children, if any) would have been provided pursuant to Section 3(g) hereof from the effective date of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination (in each case subject to Executive’s payment of the costs and contributions that such plans provide are the responsibility of the insured employee and the availability of such continued coverage through the Bank’s then-current insurance carrieremployee). Except as provided in Section 3(h), Section 3(j) (but only with respect to the assumption and continuation of the Life Insurance Policy) and this Section 6(b), the Bank shall have no obligation to provide Executive with any other compensation or benefits pursuant Section 3(a) through (k) or Section 6 of this Agreement following a termination of Executive’s employment based on a Disability Determination. Except as provided in Section 6(g) hereof, the amounts Amounts payable under Subsections (ii) and (iv) of this Section 6(b) shall be paid in equal installments over the period beginning on the Bank’s first regular payroll date after the effective date of termination and continuing through the Bank’s first regular payroll date after the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination. Upon Executive’s death, any payments due under this Section 6(b) shall be paid, as applicable, to Executive’s estate, trust or as otherwise required by law.

Termination for Disability. In the event that Executive’s employment is terminated If at any time during the Employment Period based on Term Executive becomes unable to perform his duties as an employee as a Disability Determinationresult of incapacity, the Bank shall: which gives rise to termination of employment for Disability, then (i) pay Executive his Earned Salary (will be entitled to receive payments and benefits in accordance with the Company’s then applicable plans, policies, and arrangements; provided, however, that to the extent such payments or benefits are “separation pay” within the meaning of Section 409A, such payments and benefits will be paid or provided at the same time and in the same form as defined above)similar payments and benefits are provided under Section 7(b) in connection with Executive’s Constructive Termination or involuntary termination without Business Reasons; (ii) pay Executive’s outstanding Incentive Awards and other stock options and equity arrangements will expire in accordance with the terms of the applicable award agreement(s) and the Company stock plans under which they were granted; and (iii) with respect to any accrued but un-granted Incentive Awards pursuant to Section 6(a), Executive an amount will be entitled to receive a lump sum cash payment equal to the annual average of any cash incentive compensation and bonus that Executive received during the immediately preceding two (2) fiscal years, prorated based on the number of days during such year that elapsed prior to the effective date value of the termination of Executive’s employment (“Prorated Incentive Compensation”); (iii) make, for the benefit of Executive, the matching 401(k) plan contribution that Executive is entitled to receive for the current year, prorated based on the number of days during such year that elapsed prior to the effective date of the termination of Executive’s employment (“Accrued Plan Contribution”), (iv) subject to the disability insurance adjustment set forth in Section 3(i) hereof, pay Executive the Base Salary vesting acceleration that Executive would have received, in accordance with the disability provisions set forth in the Company’s equity award policy then in effect had Executive’s employment not been paid terminated for Disability prior to the date those awards would have been granted. The amount payable pursuant to Section 3(a7(d)(iii) hereof from will be determined by multiplying the effective date percentage of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination; and (v) provide Executive (or upon his death, his surviving spouse and minor children, if any) with the same coverage under the Core Plans (or if applicable, a Contingent Insurance Stipend under Section 6(j)) that vesting acceleration to which Executive would have been provided pursuant to Section 3(gentitled in accordance with the disability provisions set forth in the Company’s equity award policy then in effect by the result of $7,664,677 minus the sum of the Base Salary and Target Bonus for the year in which the Termination Date occurs. This payment will be made on the first regular Company pay day at least six (6) hereof from months after the effective date of termination through Termination Date or, if later, at least six (6) months after the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination (in each case subject to Executive’s payment of the costs and contributions that such plans provide are the responsibility of the insured employee and the availability of such continued coverage through the Bank’s then-current insurance carrier). Except as provided in Section 3(h), Section 3(j) (but only with respect to the assumption and continuation of the Life Insurance Policy) and this Section 6(b), the Bank shall have no obligation to provide Executive with any other compensation or benefits pursuant Section 3(a) through (k) or Section 6 of this Agreement following a termination of Executive’s employment based on a Disability Determination. Except as provided in Section 6(g) hereof, the amounts payable under Subsections (ii) and (iv) of this Section 6(b) shall be paid in equal installments over the period beginning on the Bank’s first regular payroll date after the effective date of termination and continuing through the Bank’s first regular payroll date after the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination. Upon Executive’s death, any payments due under this Section 6(b) shall be paid, as applicable, to Executive’s estate, trust or as otherwise required by lawSeparation from Service.

Termination for Disability. Not withstanding anything in this agreement to the contrary, Employer is hereby given the option of terminating this agreement in the event that Employee, during the term hereof, becomes permanently disabled as the term "permanently disabled" is hereinafter fixed and defined. For the purpose of this agreement, Employee shall be deemed to have become permanently disabled if, because of ill health, physical or mental disability, or for other causes beyond his control, he shall have been continuously unable or unwilling or shall have failed to perform his duties for a period of one hundred eighty (180) days within any year, irrespective of whether such days are consecutive. Following the one hundred eightieth day of nonperformance of duties during any year by Employee, no further obligations shall exist between the parties hereto, including but not limited to, any further compensation. SECTION TEN -SEVERABILITY / ASSIGNMENT / LAWS AND REGULATIONS All agreements contained herein are severable, and in the event any of the provisions hereof, with the exception of those contained in Sections One, Four, and Eight hereof, shall be held to be invalid by any competent court, this agreement shall be interpreted as if such invalid agreements or covenants were not contained herein. This agreement is personal in nature and neither of the parties hereto shall, without the written consent of the other, assign or transfer this agreement or any rights or obligations hereunder. In the event Employer shall attempt to terminate the employment of Employee for "cause", as that Executive’s employment term is terminated during the Employment Period based on a Disability Determinationdefined in Section Eight of this agreement, the Bank shall: (i) pay Executive his Earned Salary (as defined above); (ii) pay Executive an amount equal Employer and Employee hereby consent to the annual average jurisdiction of any cash incentive compensation and bonus that Executive received during hereby agree to be bound by the immediately preceding two (2) fiscal years, prorated based on the number of days during such year that elapsed prior to the effective date final decision of the termination of Executive’s employment (“Prorated Incentive Compensation”); (iii) make, for the benefit of Executive, the matching 401(k) plan contribution that Executive is entitled to receive for the current year, prorated based on the number of days during such year that elapsed prior to the effective date of the termination of Executive’s employment (“Accrued Plan Contribution”), (iv) subject to the disability insurance adjustment set forth in Section 3(i) hereof, pay Executive the Base Salary that Executive would have been paid pursuant to Section 3(a) hereof from the effective date of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination; and (v) provide Executive (or upon his death, his surviving spouse and minor children, if any) with the same coverage under the Core Plans (or if applicable, a Contingent Insurance Stipend under Section 6(j)) that Executive would have been provided pursuant to Section 3(g) hereof from the effective date of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination (in each case subject to Executive’s payment of the costs and contributions that such plans provide are the responsibility of the insured employee and the availability of such continued coverage through the Bank’s then-current insurance carrier). Except as provided in Section 3(h), Section 3(j) (but only American Arbitration Association with respect to whether said termination shall preclude receipt of compensation under the assumption and continuation of the Life Insurance Policy) and this Section 6(b), the Bank shall have no obligation to provide Executive with any other compensation or benefits pursuant Section 3(a) through (k) or Section 6 terms of this agreement. All reasonable legal fees paid or incurred by Employee pursuant to any dispute or question of interpretation relating to this Agreement following a termination of Executive’s employment based on a Disability Determination. Except as provided in Section 6(g) hereof, the amounts payable under Subsections (ii) and (iv) of this Section 6(b) shall be paid in equal installments over the period beginning or reimbursed by Employer, if Employee is successful on the Bank’s first regular payroll date after the effective date of termination and continuing through the Bank’s first regular payroll date after the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on merits pursuant to a Disability Determination. Upon Executive’s deathlegal judgment, any payments due under this Section 6(b) shall be paid, as applicable, to Executive’s estate, trust arbitration or as otherwise required by lawsettlement.

Termination for Disability. In the event that Executive’s employment is terminated during the Employment Period based on a Disability Determination, the Bank Company shall: (i) pay Executive his her Earned Salary (as defined above); (ii) pay Executive an amount equal to the annual average of any cash incentive compensation compensation, if any, that the Board determines in its sole and bonus absolute discretion that Executive received is to receive during the immediately preceding two (2) fiscal yearscurrent year based on Executive’s demonstrable achievement of the objectives set forth in Executive’s incentive compensation program for the current year, prorated based on the number of days during such year that elapsed prior to the effective date of the termination of Executive’s employment (“Prorated Incentive Compensation”); (iii) make, for the benefit of Executive, the matching 401(k401 (k) plan contribution that Executive is entitled to receive for the current year, prorated based on the number of days during such year that elapsed prior to the effective date of the termination of Executive’s employment (“Accrued Plan Contribution”), ; (iv) subject to the disability insurance adjustment set forth in Section 3(i) hereof, pay Executive the Base Salary that Executive would have been paid pursuant to Section 3(a) hereof from the effective date of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination; and (v) provide Executive (or and upon his death, his her death her surviving spouse and minor children, if any) with the same coverage under the Core Plans (or if applicable, a Contingent Insurance Stipend under Section 6(j)) that Executive (and her surviving spouse and minor children, if any) would have been provided pursuant to Section 3(g) hereof from the effective date of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated third anniversary of termination based on a Disability Determination (in each case subject to Executive’s payment of the costs and contributions that such plans provide are the responsibility of the insured employee employee); and the availability of such continued coverage through the Bank’s then-current insurance carrier). Except as provided in Section 3(h), Section 3(j(vi) (but only with respect to the assumption and continuation of the Life Insurance Policy) and this Section 6(b), the Bank shall have no obligation to provide Executive (and her surviving spouse and minor children, if any) with any other compensation or the health insurance continuation benefits pursuant Section 3(a) through (k) or Section 6 of this Agreement following a termination of Executive’s employment based on a Disability Determination. Except as provided set forth in Section 6(g), beginning on the date of the expiration of the health insurance coverage provided under the Core Plans pursuant to Section 6(b)(v) hereof, (subject to the amounts payment of the costs specified therein). Amounts payable under Subsections (ii) and (iv) of this Section 6(b) shall be paid in equal installments over the period beginning on the BankCompany’s first regular payroll date after the effective date of termination and continuing through the BankCompany’s first regular payroll date after the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination. Upon Executive’s death, any payments due under this Section 6(b) shall be paid, as applicable, to Executive’s estate, trust or as otherwise required by law.

Termination for Disability. In the event that Executive’s employment is terminated If at any time during the Employment Period based on Term Executive becomes unable to perform his duties as an employee as a Disability Determinationresult of incapacity, the Bank shall: which gives rise to termination of employment for Disability, then (i) pay Executive his Earned Salary (will the entitled to receive payments and benefits in accordance with the Company’s then applicable plans, policies, and arrangements; provided, however, that to the extent such payments or benefits are “separation pay” within the meaning of Section 409A, such payments and benefits will be paid or provided at the same time and in the same form as defined above)similar payments and benefits are provided under Section 7(b) in connection with Executive’s Constructive Termination or involuntary termination without Business Reasons; (ii) pay Executive’s outstanding Incentive Awards and other stock options and equity arrangements will expire in accordance with the terms of the applicable award agreement(s) and the Company stock plans under which they were granted; and (iii) with respect to any accrued but un-granted Incentive Awards pursuant to Section 6(a), Executive an amount will be entitled to receive a lump sum cash payment equal to the annual average of any cash incentive compensation and bonus that Executive received during the immediately preceding two (2) fiscal years, prorated based on the number of days during such year that elapsed prior to the effective date value of the termination of Executive’s employment (“Prorated Incentive Compensation”); (iii) make, for the benefit of Executive, the matching 401(k) plan contribution that Executive is entitled to receive for the current year, prorated based on the number of days during such year that elapsed prior to the effective date of the termination of Executive’s employment (“Accrued Plan Contribution”), (iv) subject to the disability insurance adjustment set forth in Section 3(i) hereof, pay Executive the Base Salary vesting acceleration that Executive would have received, in accordance with the disability provisions set forth in the Company’s equity award policy then in effect had Executive’s employment not been paid terminated for Disability prior to the date those awards would have been granted. The amount payable pursuant to Section 3(a7(d)(iii) hereof from will be determined by multiplying the effective date percentage of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination; and (v) provide Executive (or upon his death, his surviving spouse and minor children, if any) with the same coverage under the Core Plans (or if applicable, a Contingent Insurance Stipend under Section 6(j)) that vesting acceleration to which Executive would have been provided pursuant to Section 3(gentitled in accordance with the disability provisions set forth in the Company’s equity award policy then in effect by the result of $9,874,375 minus the sum of the Base Salary and Target Bonus for the year in which the Termination Date occurs. This payment will be made on the first regular Company pay day at least six (6) hereof from months after the effective date of termination through Termination Date or, if later, at least six (6) months after the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination (in each case subject to Executive’s payment of the costs and contributions that such plans provide are the responsibility of the insured employee and the availability of such continued coverage through the Bank’s then-current insurance carrier). Except as provided in Section 3(h), Section 3(j) (but only with respect to the assumption and continuation of the Life Insurance Policy) and this Section 6(b), the Bank shall have no obligation to provide Executive with any other compensation or benefits pursuant Section 3(a) through (k) or Section 6 of this Agreement following a termination of Executive’s employment based on a Disability Determination. Except as provided in Section 6(g) hereof, the amounts payable under Subsections (ii) and (iv) of this Section 6(b) shall be paid in equal installments over the period beginning on the Bank’s first regular payroll date after the effective date of termination and continuing through the Bank’s first regular payroll date after the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination. Upon Executive’s death, any payments due under this Section 6(b) shall be paid, as applicable, to Executive’s estate, trust or as otherwise required by lawSeparation from Service.

Termination for Disability. In the event that Executive’s employment is terminated If at any time during the Employment Period based on term of this Agreement other than following a Disability DeterminationChange in Control to which Section 6(c) applies Executive shall become unable to perform his duties as an employee as a result of incapacity, which gives rise to termination of employment for Disability, then in addition to salary and vacation accrued through the Bank shallTermination Date, Executive shall be entitled to receive the following: (i) pay Executive his Earned Salary (continued salary for a period of three years following the Termination Date, payable in accordance with the Company's regular payroll schedule as defined above); in effect from time to time, (ii) pay Executive an amount equal to at the annual average of Termination Date, Executive's minimum target bonus for the fiscal year in which the Termination Date occurs (plus any cash incentive compensation and unpaid bonus that Executive received during from the immediately preceding two (2) prior fiscal yearsyear), prorated based on the number of days during such year that elapsed prior to the effective date of the termination of Executive’s employment (“Prorated Incentive Compensation”); (iii) makefollowing the end of the fiscal year in which the Termination Date occurs and management bonuses have been determined, for any bonus that would have been payable to Executive under the benefit bonus plan in excess of Executive, the matching 401(k) plan contribution that Executive is entitled to receive for the current year, prorated based on the number of days during such year that elapsed prior to the effective date of the termination of Executive’s employment (“Accrued Plan Contribution”)'s target bonus, (iv) subject to acceleration in full of vesting of all outstanding stock options held by Executive (and in this regard, all such options and other exercisable rights held by Executive shall remain exercisable one year following the disability insurance adjustment set forth in Section 3(i) hereof, pay Executive the Base Salary that Executive would have been paid pursuant to Section 3(a) hereof from the effective date of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination; and Termination Date (v) provide Executive (A) for one and one-half years following the Termination Date, continuation of group health benefits at the Company's cost pursuant to the Company's standard programs as in effect from time to time (or upon his deathat the Company's election substantially similar health benefits as in effect at the Termination Date, through a third party carrier) for Executive, his surviving spouse and minor any children, if anyand (B) with thereafter, to the same coverage extent COBRA shall be applicable to the Company, continuation of health benefits for such persons at Executive's cost, for a period of 18 months or such longer period as may be applicable under the Core Plans Company's policies then in effect, provided the Executive makes the appropriate election and payments, and (vi) no other compensation, severance or if applicableother benefits, a Contingent Insurance Stipend except only that this provision shall not limit any benefits otherwise available to Executive under Section 6(j)6(c) that Executive would have been provided pursuant to Section 3(gin the case of a termination following a Change in Control. Notwithstanding the foregoing, however, the Company may deduct from the salary specified in clause (i) hereof from the effective date amount of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination (in each case subject to Executive’s payment of the costs and contributions that such plans provide are the responsibility of the insured employee and the availability of such continued coverage through the Bank’s then-current insurance carrier). Except as provided in Section 3(h), Section 3(j) (but only with respect to the assumption and continuation of the Life Insurance Policy) and this Section 6(b), the Bank shall have no obligation to provide Executive with any other compensation or benefits pursuant Section 3(a) through (k) or Section 6 of this Agreement following a termination of Executive’s employment based on a Disability Determination. Except as provided in Section 6(g) hereof, the amounts payable under Subsections (ii) and (iv) of this Section 6(b) shall be paid in equal installments over the period beginning on the Bank’s first regular payroll date after the effective date of termination and continuing through the Bank’s first regular payroll date after the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination. Upon Executive’s death, any payments due then received by Executive under this Section 6(b) shall be paid, as applicable, to Executive’s estate, trust or as otherwise required any disability benefit program maintained by lawthe Company.

Termination for Disability. In the event that Executive’s employment is terminated during the Employment Period based on a Disability Determination, the Bank Company shall: (i) pay Executive his Earned Salary (as defined above); (ii) pay Executive an amount equal to the annual average of any cash incentive compensation and bonus that Executive received during the immediately preceding two (2) fiscal years, prorated based on the number of days during such year that elapsed prior to the effective date of the termination of Executive’s employment (“Prorated Incentive Compensation”); (iii) make, for the benefit of Executive, the matching 401(k) plan contribution that Executive is entitled to receive for the current year, prorated based on the number of days during such year that elapsed prior to the effective date of the termination of Executive’s employment (“Accrued Plan Contribution”), ; (iv) subject to the disability insurance adjustment set forth in Section 3(i) hereof, pay Executive the Base Salary that Executive would have been paid pursuant to Section 3(a) hereof from the effective date of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination; and (v) provide Executive (or and upon his death, death his surviving spouse and minor children, if any) with the same coverage under the Core Plans (or if applicable, a Contingent Insurance Stipend under Section 6(j)) that Executive (and his surviving spouse and minor children, if any) would have been provided pursuant to Section 3(g) hereof from the effective date of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination (in each case subject to Executive’s payment of the costs and contributions that such plans provide are the responsibility of the insured employee employee); and the availability of such continued coverage through the Bank’s then-current insurance carrier). Except as provided in Section 3(h), Section 3(j(vi) (but only with respect to the assumption and continuation of the Life Insurance Policy) and this Section 6(b), the Bank shall have no obligation to provide Executive (and his surviving spouse and minor children, if any) with any other compensation or the health insurance continuation benefits pursuant Section 3(a) through (k) or Section 6 of this Agreement following a termination of Executive’s employment based on a Disability Determination. Except as provided set forth in Section 6(g), beginning on the date of the expiration of the health insurance coverage provided under the Core Plans pursuant to Section 6(b)(v) hereof, (subject to the amounts payment of the costs specified therein). Amounts payable under Subsections (ii) and (iv) of this Section 6(b6(a) shall be paid in equal installments over the period beginning a single lump sum on the BankCompany’s first second regular payroll date after the effective date of termination and continuing through unless deferral of such payment is required under Section 25 of this Agreement. If deferral is required, Section 25 shall control the Bank’s first regular payroll date after the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination. Upon Executive’s death, any payments due under this Section 6(b) shall be paid, as applicable, to Executive’s estate, trust or as otherwise required by lawtiming of such payments.

Termination for Disability. In As used in this Agreement, Executive's "Disability" shall the Executive's inability, as a result of a mental or physical disease or condition expected to continue indefinitely, to perform materially the services contemplated in the Agreement. The existence or nonexistence of a Disability shall be determined by an independent physician reasonably selected and agreed to by the Company and the Executive. The Company may terminate Executive's employment hereunder in the event of Executive's Disability by giving Executive thirty (30) days' written notice. In such event, the Company shall pay to Executive his Base Salary through the date of termination (which shall be thirty (30) days after written notice is given) and, thereafter, his Base Salary for a period of eleven (11) additional months after the date of termination, less net amounts received during that period from any long-term disability insurance provided under Article 3. The Base Salary shall be paid at the annual rate of Executive’s 's Base Salary in effect on the date of Executive's termination of employment is terminated during and shall be payable not less frequently than semi-monthly in accordance with the Employment Period Company's executive compensation practices. The Company shall also pay to Executive a prorated bonus and incentive compensation payment based on a Disability Determinationthe then applicable bonus plan/long -------------------------------------------------------------------------------- Employment Agreement Page 4 April ___, the Bank shall: (i) pay Executive his Earned Salary (as defined above); (ii) pay Executive 2004 term incentive compensation program in an amount equal to the annual average bonus/incentive payment that would otherwise be paid for the fiscal/calendar (depending on the plan or program) year in which Executive is terminated, multiplied by a fraction, the numerator of any cash incentive compensation and bonus that Executive received during the immediately preceding two (2) fiscal years, prorated based on which is the number of days that Executive was employed during such that year, and the denominator of which is 365, payable no later than thirty (30) days after the end of the fiscal/calendar year that elapsed in which Executive's employment is terminated. The Company shall also pay Executive's accrued but unused vacation, all deferred compensation owed to Executive under any other agreements, and his expenses incurred prior to the effective date of the such termination of Executive’s employment (“Prorated Incentive Compensation”); (iii) makereimbursable under Article 4. All benefits provided under Section 3.5 shall be extended, to the extent permitted by Company's insurance policies and benefit plans, for the benefit of Executive, the matching 401(ktwelve (12) plan contribution that Executive is entitled to receive for the current year, prorated based on the number of days during such year that elapsed prior to the effective date of the termination of Executive’s employment (“Accrued Plan Contribution”), (iv) subject to the disability insurance adjustment set forth in Section 3(i) hereof, pay Executive the Base Salary that Executive would have been paid pursuant to Section 3(a) hereof from the effective date of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination; and (v) provide Executive (or upon his death, his surviving spouse and minor children, if any) with the same coverage under the Core Plans (or if applicable, a Contingent Insurance Stipend under Section 6(j)) that Executive would have been provided pursuant to Section 3(g) hereof from the effective date of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination (in each case subject to Executive’s payment of the costs and contributions that such plans provide are the responsibility of the insured employee and the availability of such continued coverage through the Bank’s then-current insurance carrier). Except as provided in Section 3(h), Section 3(j) (but only with respect to the assumption and continuation of the Life Insurance Policy) and this Section 6(b), the Bank shall have no obligation to provide Executive with any other compensation or benefits pursuant Section 3(a) through (k) or Section 6 of this Agreement following a termination of Executive’s employment based on a Disability Determination. Except as provided in Section 6(g) hereof, the amounts payable under Subsections (ii) and (iv) of this Section 6(b) shall be paid in equal installments over the period beginning on the Bank’s first regular payroll date after the effective date of termination and continuing through the Bank’s first regular payroll date months after the date of Executive's termination, except as required by law (e.g., COBRA health insurance continuation election). During the Employment Period would have expired if period benefits are provided Executive under this Section, the Executive and the Company shall continue to share the costs of such benefits in the same proportions as they had at the time of the Executive’s employment had not been sooner terminated based 's termination; provided, however, that Company shall only be required to contribute such amounts as were paid under the benefit plans in effect on a Disability Determinationthe date of termination. Upon Executive’s death, any payments due In the event of termination under this Section 6(b5.3, all of Executive's stock options shall continue to vest during the eleven (11) month period Executive continues to receive his Base Salary, and all vested stock options shall be paid, as applicable, to Executive’s estate, trust or as otherwise required by lawremain exercisable until the original date of expiration.

Termination for Disability. In the event that Executive’s 's employment is terminated during the Employment Period based on a Disability Determination, the Bank shall: (i) pay Executive his Earned Salary (as defined above); (ii) pay Executive an amount equal to the annual average of any cash incentive compensation compensation, if any, that the Board determines in its sole and bonus absolute discretion that Executive received is to receive during the immediately preceding two (2) fiscal yearscurrent year based on Executive's demonstrable achievement of the objectives set forth in Executive's incentive compensation program for the current year, prorated based on the number of days during such year that elapsed prior to the effective date of the termination of Executive’s 's employment (“Prorated Incentive Compensation”); (iii) make, for the benefit of Executive, the matching 401(k) plan contribution that Executive is entitled to receive for the current year, prorated based on the number of days during such year that elapsed prior to the effective date of the termination of Executive’s 's employment (“Accrued Plan Contribution”), ; (iv) subject to the disability insurance adjustment set forth in Section 3(i) hereof, pay Executive the Base Salary that Executive would have been paid pursuant to Section 3(a) hereof from the effective date of termination through the date the Employment Period would have expired if Executive’s 's employment had not been sooner terminated based on a Disability Determination; and (v) provide Executive (or and upon his death, death his surviving spouse and minor children, if any) with the same coverage under the Core Plans (or if applicable, a Contingent Insurance Stipend under Section 6(j)) that Executive (and his surviving spouse and minor children, if any) would have been provided pursuant to Section 3(g) hereof from the effective date of termination through the date the Employment Period would have expired if Executive’s 's employment had not been sooner terminated based on a Disability Determination (in each case subject to Executive’s payment of the costs and contributions that such plans provide are the responsibility of the insured employee employee); and (vi) provide Executive (and his surviving spouse and minor children, if any) with the availability health insurance continuation benefits set forth in Section (b)(i), beginning on the date of such continued the expiration of the health insurance coverage through provided under the Bank’s then-current insurance carrierCore Plans pursuant to Section 6(b)(v) (subject to the payment of the costs specified therein). Except as provided in Section 3(h), Section 3(j) (but only with respect to the assumption and continuation of the Life Insurance Policy) and this Section 6(b), the Bank shall have no obligation to provide Executive with any other compensation or benefits pursuant Section 3(a) through (k) or Section 6 of this Agreement following a termination of Executive’s employment based on a Disability Determination. Except as provided in Section 6(g) hereof, the amounts Amounts payable under Subsections (ii) and (iv) of this Section 6(b) shall be paid as provided in equal installments over the period beginning on the Bank’s first regular payroll date after the effective date of termination and continuing through the Bank’s first regular payroll date after the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination. Upon Executive’s death, any payments due under this Section 6(b) shall be paid, as applicable, to Executive’s estate, trust or as otherwise required by law6(j).

Termination for Disability. In the event that Executive’s employment is terminated during the Employment Period based on a Disability Determination, the Bank shall: (i) pay Executive his Earned Salary (as defined above); (ii) pay Executive an amount equal to the annual average of any cash incentive compensation and bonus that Executive received during the immediately preceding two (2) fiscal years, prorated based on the number of days during such year that elapsed prior to the effective date of the termination of Executive’s employment (“Prorated Incentive Compensation”); (iii) make, for the benefit of Executive, the matching 401(k) plan contribution that Executive is entitled to receive for the current year, prorated based on the number of days during such year that elapsed prior to the effective date of the termination of Executive’s employment (“Accrued Plan Contribution”), ; (iv) subject to the disability insurance adjustment set forth in Section 3(i) hereof, pay Executive the Base Salary that Executive would have been paid pursuant to Section 3(a) hereof from the effective date of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination; and (v) provide Executive (or and upon his death, death his surviving spouse and minor children, if any) with the same coverage under the Core Plans (or if applicable, a Contingent Insurance Stipend under Section 6(j)) that Executive (and his surviving spouse and minor children, if any) would have been provided pursuant to Section 3(g) hereof from the effective date of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination (in each case subject to Executive’s payment of the costs and contributions that such plans provide are the responsibility of the insured employee and the availability of such continued coverage through the Bank’s then-current insurance carrieremployee). Except as provided in Section 3(h), Section 3(j) (but only with respect to the assumption and continuation of the Life Insurance Policy) and this Section 6(b), the Bank shall have no obligation to provide Executive with any other compensation or benefits pursuant Section 3(a) through (k) or Section 6 of this Agreement following a termination of Executive’s employment based on a Disability Determination. Except as provided in Section 6(g) hereof, the amounts Amounts payable under Subsections (ii) and (iv) of this Section 6(b) shall be paid in equal installments over the period beginning a single lump sum on the Bank’s first second regular payroll date after the effective date of termination and continuing through unless deferral of such payment is required under Section 24 of this Agreement. If deferral is required, Section 24 shall control the Bank’s first regular payroll date after the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination. Upon Executive’s death, any payments due under this Section 6(b) shall be paid, as applicable, to Executive’s estate, trust or as otherwise required by lawtiming of such payments.

Termination for Disability. In As used in the Agreement, Executive's "Disability" shall mean a good faith determination by the Board, acting without participation by Executive, based on competent and independent medical evidence, that Executive, as a result of a mental or physical disease or condition expected to continue indefinitely, is incapable of performing a substantial portion of the services contemplated in the Agreement. The Company may terminate Executive's employment hereunder in the event of Executive's Disability by giving Executive thirty (30) days' written notice. In such event, the Company shall pay to Executive her Base Salary through the date of termination (which shall be thirty (30) days after written notice is given) and, thereafter, her Base Salary for a period of eleven (11) additional months after the date of termination, less net amounts received during that period from any long-term disability insurance provided under Article 3. The Base Salary shall be paid at the annual rate of Executive’s 's Base Salary in effect on the date of Executive's termination of employment is terminated during and shall be payable not less frequently than semi-monthly in accordance with the Employment Period Company's executive compensation practices. The Company shall also pay to Executive a prorated bonus and incentive compensation payment based on a Disability Determination, the Bank shall: (i) pay Executive his Earned Salary (as defined above); (ii) pay Executive then applicable bonus plan/long term incentive compensation program in an amount equal to the annual average bonus/incentive payment that would otherwise be paid for the fiscal/calendar (depending on the plan or program) year in which Executive is terminated, multiplied by a fraction, the numerator of any cash incentive compensation and bonus that Executive received during the immediately preceding two (2) fiscal years, prorated based on which is the number of days that Executive was employed during such that year, and the denominator of which is 365, payable no later than sixty (60) days after the end of the fiscal/calendar year that elapsed in which Executive's employment is terminated. The Company shall also pay Executive's accrued but unused vacation, all deferred compensation owed to Executive under any other agreements, and her expenses incurred prior to such termination of employment reimbursable under Article 4. All benefits provided under Section 3.5 shall be extended, at Executive's election and cost, to the effective extent permitted by Company's insurance policies and benefit plans, for twelve (12) months after the date of the termination of Executive’s employment 's termination, except as required by law (“Prorated Incentive Compensation”e.g., COBRA health insurance continuation election); . Within sixty (iii60) make, for the benefit of Executive, the matching 401(k) plan contribution that Executive is entitled to receive for the current year, prorated based on the number of days during such year that elapsed prior to the effective date of the termination of Executive’s employment (“Accrued Plan Contribution”), (iv) subject to the disability insurance adjustment set forth in Section 3(i) hereof, pay Executive the Base Salary that Executive would have been paid pursuant to Section 3(a) hereof from the effective date of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination; and (v) provide Executive (or upon his death, his surviving spouse and minor children, if any) with the same coverage under the Core Plans (or if applicable, a Contingent Insurance Stipend under Section 6(j)) that Executive would have been provided pursuant to Section 3(g) hereof from the effective date of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination (in each case subject to Executive’s payment of the costs and contributions that such plans provide are the responsibility of the insured employee and the availability of such continued coverage through the Bank’s then-current insurance carrier). Except as provided in Section 3(h), Section 3(j) (but only with respect to the assumption and continuation of the Life Insurance Policy) and this Section 6(b), the Bank shall have no obligation to provide Executive with any other compensation or benefits pursuant Section 3(a) through (k) or Section 6 of this Agreement following a termination of Executive’s employment based on a Disability Determination. Except as provided in Section 6(g) Effective Date hereof, the amounts payable under Subsections (ii) and (iv) of this Section 6(b) Executive shall be paid in equal installments over provide to the period beginning on Board written documentation from a licensed physician evidencing the Bank’s first regular payroll date after the effective date of termination and continuing through the Bank’s first regular payroll date after the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination. Upon Executive’s death, any payments due under this Section 6(b) shall be paid, 's fitness for duty as applicable, to Executive’s estate, trust or as otherwise required by lawsuch duties are described herein.

Termination for Disability. In The Corporation will have the event that right to terminate Executive’s employment hereunder at any time upon the Disability of Executive during the Employment Period. If Executive’s employment is terminated during the Employment Period based on a Disability Determinationbecause of Executive’s Disability, the Bank shall: (i) Corporation will pay Executive his Earned Salary (as defined above); (ii) pay to Executive an amount equal to Executive’s Salary in effect on the annual average Termination Date and Average Bonus (determined as of the Termination Date) for the Severance Period (that is, two times Salary and Average Bonus); provided, however, that such payment of Salary and Average Bonus will be reduced by the amount of any cash incentive compensation disability benefits paid to Executive pursuant to any disability insurance, plan or policy then in effect by the Corporation applicable to Executive. Such Salary and bonus Average Bonus will be paid to Executive as and at such times as Executive would have otherwise received his Salary had he remained an employee of the Corporation (that is, in accordance with Corporation payroll practices). In addition, the Corporation will pay to Executive received during the immediately preceding two sum of (2i) fiscal yearsaccrued but unpaid Salary prior to Executive’s Disability, prorated based on (ii) all expenses incurred by Executive prior to his termination due to Disability for which Executive is entitled to reimbursement pursuant to and in accordance with Section 2.5(c) and (iii) a pro-rata portion of the number Annual Bonus for the year in which Executive’s termination due to Disability occurs, to the extent earned (such amount to be calculated by determining the amount of days during the Annual Bonus earned as of the end of the year in which Executive’s termination due to Disability occurs and pro-rating such amount by the portion of such year that elapsed prior Executive was employed by the Corporation), plus, if Executive’s termination due to Disability occurs after year-end but before the effective Annual Bonus for the preceding year is paid, the Annual Bonus for the preceding year. The payments described in clauses (i) and (ii) in the preceding sentence will be made within 45 calendar days following the date of Executive’s termination of employment due to Disability. Any Annual Bonus will be paid as and at such times as Executive would have otherwise received his Annual Bonus had he remained an employee of the Corporation. During the Severance Period, the Corporation also shall pay reasonable outplacement service expenses of Executive in an amount not to exceed $25,000 per year. Further, the Corporation’s obligation to make any payments under this Section 2.7(e), except for accrued but unpaid Salary through the Termination Date, any Annual Bonus that was previously earned but unpaid as of the Termination Date and reimbursement of unreimbursed expenses, is contingent upon Executive’s compliance with Article III herein, and Executive and the Corporation agree that the Corporation shall have the right, in addition to any other rights of the Corporation, to terminate or suspend such payments in the event of Executive’s breach of Article III herein. This Agreement in all other respects will terminate upon the termination of Executive’s employment (“Prorated Incentive Compensation”); (iii) makedue to Disability, for the benefit of Executive, the matching 401(k) plan contribution that Executive is entitled to receive for the current year, prorated based on the number of days during such year that elapsed prior to the effective date of the termination of Executive’s employment (“Accrued Plan Contribution”), (iv) subject to the disability insurance adjustment set forth in Section 3(i) hereof, pay Executive the Base Salary that Executive would have been paid pursuant to Section 3(a) hereof from the effective date of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination; and (v) provide Executive (or upon his death, his surviving spouse and minor children, if any) with the same coverage under the Core Plans (or if applicable, a Contingent Insurance Stipend under Section 6(j)) that Executive would have been provided pursuant to Section 3(g) hereof from the effective date of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination (in each case subject to Executive’s payment of the costs and contributions that such plans provide are the responsibility of the insured employee and the availability of such continued coverage through the Bank’s then-current insurance carrier). Except except as otherwise provided in Section 3(h), Section 3(j) (but only with respect to the assumption and continuation of the Life Insurance Policy) and this Section 6(b), the Bank shall have no obligation to provide Executive with any other compensation or benefits pursuant Section 3(a) through (k) or Section 6 of this Agreement following a termination of Executive’s employment based on a Disability Determination. Except as provided in Section 6(g) hereof, the amounts payable under Subsections (ii) and (iv) of this Section 6(b) shall be paid in equal installments over the period beginning on the Bank’s first regular payroll date after the effective date of termination and continuing through the Bank’s first regular payroll date after the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination. Upon Executive’s death, any payments due under this Section 6(b) shall be paid, as applicable, to Executive’s estate, trust or as otherwise required by lawAgreement.

Termination for Disability. In the event that Executive’s employment is terminated If at any time during the Employment Period based on Term Executive becomes unable to perform his duties as an employee as a Disability Determinationresult of incapacity, the Bank shall: which gives rise to termination of employment for Disability, then (i) pay Executive his Earned Salary (will be entitled to receive payments and benefits in accordance with the Company’s then applicable plans, policies, and arrangements; provided, however, that to the extent such payments or benefits are “separation pay” within the meaning of Section 409A, such payments and benefits will be paid or provided at the same time and in the same form as defined above)similar payments and benefits are provided under Section 7(b) in connection with Executive’s Constructive Termination or involuntary termination without Business Reasons; (ii) pay Executive’s outstanding Incentive Awards and other stock options and equity arrangements will expire in accordance with the terms of the applicable award agreement(s) and the Company stock plans under which they were granted; and (iii) with respect to any accrued but un-granted Incentive Awards pursuant to Section 6(a), Executive an amount will be entitled to receive a lump sum cash payment equal to the annual average of any cash incentive compensation and bonus that Executive received during the immediately preceding two (2) fiscal years, prorated based on the number of days during such year that elapsed prior to the effective date value of the termination of Executive’s employment (“Prorated Incentive Compensation”); (iii) make, for the benefit of Executive, the matching 401(k) plan contribution that Executive is entitled to receive for the current year, prorated based on the number of days during such year that elapsed prior to the effective date of the termination of Executive’s employment (“Accrued Plan Contribution”), (iv) subject to the disability insurance adjustment set forth in Section 3(i) hereof, pay Executive the Base Salary vesting acceleration that Executive would have received, in accordance with the disability provisions set forth in the Company’s equity award policy then in effect had Executive’s employment not been paid terminated for Disability prior to the date those awards would have been granted. The amount payable pursuant to Section 3(a7(d)(iii) hereof from will be determined by multiplying the effective date percentage of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination; and (v) provide Executive (or upon his death, his surviving spouse and minor children, if any) with the same coverage under the Core Plans (or if applicable, a Contingent Insurance Stipend under Section 6(j)) that vesting acceleration to which Executive would have been provided pursuant to Section 3(gentitled in accordance with the disability provisions set forth in the Company’s equity award policy then in effect by the result of $7,000,000 minus the sum of the Base Salary and Target Bonus for the year in which the Termination Date occurs. This payment will be made on the first regular Company pay day at least six (6) hereof from months after the effective date of termination through Termination Date or, if later, at least six (6) months after the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination (in each case subject to Executive’s payment of the costs and contributions that such plans provide are the responsibility of the insured employee and the availability of such continued coverage through the Bank’s then-current insurance carrier). Except as provided in Section 3(h), Section 3(j) (but only with respect to the assumption and continuation of the Life Insurance Policy) and this Section 6(b), the Bank shall have no obligation to provide Executive with any other compensation or benefits pursuant Section 3(a) through (k) or Section 6 of this Agreement following a termination of Executive’s employment based on a Disability Determination. Except as provided in Section 6(g) hereof, the amounts payable under Subsections (ii) and (iv) of this Section 6(b) shall be paid in equal installments over the period beginning on the Bank’s first regular payroll date after the effective date of termination and continuing through the Bank’s first regular payroll date after the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination. Upon Executive’s death, any payments due under this Section 6(b) shall be paid, as applicable, to Executive’s estate, trust or as otherwise required by lawSeparation from Service.

Termination for Disability. In the event that Executive’s employment is terminated If at any time during the Employment Period based on term of this Agreement other than following a Disability DeterminationChange in Control to which Section 6(c) applies Executive shall become unable to perform his duties as an employee as a result of incapacity, which gives rise to termination of employment for Disability, then in addition to salary and vacation accrued through the Bank shallTermination Date, Executive shall be entitled to receive the following: (i) pay Executive his Earned Salary (continued salary for a period of one and one-half years following the Termination Date, payable in accordance with the Company's regular payroll schedule as defined above); in effect from time to time, (ii) pay Executive an amount equal to at the annual average of Termination Date, Executive's minimum target bonus for the fiscal year in which the Termination Date occurs (plus any cash incentive compensation and unpaid bonus that Executive received during from the immediately preceding two (2) prior fiscal yearsyear), prorated based on the number of days during such year that elapsed prior to the effective date of the termination of Executive’s employment (“Prorated Incentive Compensation”); (iii) makefollowing the end of the fiscal year in which the Termination Date occurs and management bonuses have been determined, for any bonus that would have been payable to Executive under the benefit bonus plan in excess of Executive, the matching 401(k) plan contribution that Executive is entitled to receive for the current year, prorated based on the number of days during such year that elapsed prior to the effective date of the termination of Executive’s employment (“Accrued Plan Contribution”)'s target bonus, (iv) subject to acceleration in full of vesting of all outstanding stock options held by Executive (and in this regard, all such options and other exercisable rights held by Executive shall remain exercisable one year following the disability insurance adjustment set forth in Section 3(i) hereof, pay Executive the Base Salary that Executive would have been paid pursuant to Section 3(a) hereof from the effective date of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination; and Termination Date (v) provide Executive (A) for one and one-half years following the Termination Date, continuation of group health benefits at the Company's cost pursuant to the Company's standard programs as in effect from time to time (or upon his deathat the Company's election substantially similar health benefits as in effect at the Termination Date, through a third party carrier) for Executive, his surviving spouse and minor any children, if anyand (B) with thereafter, to the same coverage extent COBRA shall be applicable to the Company, continuation of health benefits for such persons at Executive's cost, for a period of 18 months or such longer period as may be applicable under the Core Plans Company's policies then in effect, provided the Executive makes the appropriate election and payments, and (vi) no other compensation, severance or if applicableother benefits, a Contingent Insurance Stipend except only that this provision shall not limit any benefits otherwise available to Executive under Section 6(j)6(c) that Executive would have been provided pursuant to Section 3(gin the case of a termination following a Change in Control. Notwithstanding the foregoing, however, the Company may deduct from the salary specified in clause (i) hereof from the effective date amount of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination (in each case subject to Executive’s payment of the costs and contributions that such plans provide are the responsibility of the insured employee and the availability of such continued coverage through the Bank’s then-current insurance carrier). Except as provided in Section 3(h), Section 3(j) (but only with respect to the assumption and continuation of the Life Insurance Policy) and this Section 6(b), the Bank shall have no obligation to provide Executive with any other compensation or benefits pursuant Section 3(a) through (k) or Section 6 of this Agreement following a termination of Executive’s employment based on a Disability Determination. Except as provided in Section 6(g) hereof, the amounts payable under Subsections (ii) and (iv) of this Section 6(b) shall be paid in equal installments over the period beginning on the Bank’s first regular payroll date after the effective date of termination and continuing through the Bank’s first regular payroll date after the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination. Upon Executive’s death, any payments due then received by Executive under this Section 6(b) shall be paid, as applicable, to Executive’s estate, trust or as otherwise required any disability benefit program maintained by lawthe Company.

Termination for Disability. In If Executive becomes Totally and Permanently Disabled during the event that term of this Agreement, Executive’s employment is may be terminated by the Employer at any time during the Employment Period based on continuance of such disability. The Executive is Totally and Permanently Disabled if he is unable to perform each of the material duties of his employment under this Agreement, by reason of any disability, illness, accident or condition, for a Disability Determinationperiod of more than six consecutive months during any twelve-month period, which is expected to continue for more than one year as certified by a medical doctor of Executive’s own choosing and concurred in by a doctor of Employer’s choosing. Upon termination as described in this Section 2.3, Executive shall be entitled to receive (a) Executive’s theretofore unpaid base salary and incentive compensation for the Bank shallperiod of employment, prorated to the end of the calendar month in which such termination occurs, (b) compensation for accrued but unused vacation time, and (c) title to Executive’s Employer-owned or leased automobile then being used by Executive. Executive shall be owed and the Employer shall be obligated to pay to Executive the aggregate amount provided in clauses (a) and (b) above (other than incentive compensation which shall be payable when earned as provided in Section 1.3 hereof) and deliver the automobile title within fifteen (15) days after the termination of Executive pursuant to this Section 2.3, and until such amounts are paid in full to Executive. In addition, at Employer’s cost, employer shall continue to provide Executive with the following benefits, consistent with the terms and conditions set forth in Section 1.5 hereof: (i) pay Executive his Earned Salary (as defined above); life insurance and medical, dental and optical insurance, to the extent the same can be provided under the arrangements in effect at the time of termination, and (ii) pay Executive an amount equal any other benefits to which the annual average of any cash incentive compensation and bonus that Executive received during the immediately preceding two (2) fiscal years, prorated based on the number of days during such year that elapsed prior to the effective date of the termination of Executive’s employment (“Prorated Incentive Compensation”); (iii) make, for the benefit of Executive, the matching 401(k) plan contribution that Executive is entitled by law or the specific terms of Employer’s policies in effect at the time of his termination of employment. Benefits will be continued pursuant to receive this Section 2.3 for a period of twelve (12) months from the current yeardate of termination of employment, prorated based on unless Executive becomes employed by another company and becomes eligible for employment benefits substantially similar to those which would otherwise be provided under this Section. Notwithstanding the number of days during such year that elapsed prior foregoing, Executive and his spouse and dependent children shall continue to be entitled, at his expense, to further medical coverage to the effective date extent required by COBRA which shall, in this case, be deemed to commence upon the expiration of the termination of Executive’s employment (“Accrued Plan Contribution”), (iv) subject to the disability insurance adjustment twelve month period set forth in Section 3(i) hereofthe preceding sentence. Employer shall use its best efforts to obtain and maintain insurance coverage to provide for the Full Disability Benefits, pay Executive the Base Salary that Executive would have been paid pursuant to Section 3(a) hereof from the effective date of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination; and (v) provide Executive (or upon his death, his surviving spouse and minor children, if any) with the same which insurance coverage may include insured benefits under the Core Plans Employer’s short-term and long-term disability plans for executives (or if applicable, a Contingent Insurance Stipend under Section 6(jall such insurance referred to hereafter as “Disability Insurance”)) that Executive would have been provided pursuant to Section 3(g) hereof from the effective date of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination (in each case subject to Executive’s payment of the costs and contributions that such plans provide are the responsibility of the insured employee and the availability of such continued coverage through the Bank’s then-current insurance carrier). Except as provided in Section 3(h), Section 3(j) (but only with respect to the assumption and continuation of the Life Insurance Policy) and this Section 6(b), the Bank shall have no obligation to provide Executive with any other compensation or benefits pursuant Section 3(a) through (k) or Section 6 of this Agreement following a termination of Executive’s employment based on a Disability Determination. Except as provided in Section 6(g) hereof, the amounts payable under Subsections (ii) and (iv) of this Section 6(b) shall be paid in equal installments over the period beginning on the Bank’s first regular payroll date after the effective date of termination and continuing through the Bank’s first regular payroll date after the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination. Upon Executive’s death, any payments due under this Section 6(b) shall be paid, as applicable, to Executive’s estate, trust or as otherwise required by law.

Termination for Disability. In the event that Executive’s employment is terminated If at any time during the Employment Period based on term of this Agreement other than following a Disability DeterminationChange in Control to which Section 6(c) applies Executive shall become unable to perform her duties as an employee as a result of incapacity, which gives rise to termination of employment for Disability, then Executive shall be entitled to receive the Bank shallfollowing: (i) pay Executive his Earned Salary salary and PTO days accrued through the Termination Date plus continued salary for a period of three (3) years following the Termination Date, payable in accordance with the Company's regular payroll schedule as defined above); in effect from time to time, (ii) pay Executive an amount equal to at the annual average of any cash incentive compensation and bonus that Executive received during the immediately preceding two (2) fiscal yearsTermination Date, prorated based on the number of days during such year that elapsed prior to the effective date of the termination 100% of Executive’s employment 's target bonus for the fiscal year in which the Termination Date occurs (“Prorated Incentive Compensation”plus any unpaid bonus from the prior fiscal year); , (iii) makefollowing the end of the fiscal year in which the Termination Date occurs and management bonuses have been determined, for any bonus that would have been payable to Executive under the benefit bonus plan in excess of Executive, the matching 401(k) plan contribution that Executive is entitled to receive for the current year, prorated based on the number of days during such year that elapsed prior to the effective date of the termination of Executive’s employment (“Accrued Plan Contribution”)'s target bonus, (iv) subject to acceleration in full of vesting of all outstanding stock options held by Executive (and in this regard, all such options and other exercisable rights held by Executive shall remain exercisable for one year following the disability insurance adjustment set forth in Section 3(i) hereofTermination Date), pay Executive the Base Salary that Executive would have been paid pursuant to Section 3(a) hereof from the effective date of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination; and (v) provide Executive (A) for three (3) years following the Termination Date, continuation of group health benefits at the Company's cost pursuant to the Company's standard programs as in effect from time to time (or upon his deathat the Company's election substantially similar health benefits as in effect at the Termination Date, his surviving through a third party carrier) for Executive, her spouse and minor any children, if anyand (B) with thereafter, to the same coverage extent COBRA shall be applicable to the Company, continuation of health benefits for such persons at Executive's cost, for a period of 18 months or such longer period as may be applicable under the Core Plans Company's policies then in effect, provided the Executive makes the appropriate election and payments, and (vi) no other compensation, severance or if applicableother benefits, a Contingent Insurance Stipend except only that this provision shall not limit any benefits otherwise available to Executive under Section 6(j)6(c) that Executive would have been provided pursuant to Section 3(gin the case of a termination following a Change in Control, nor shall this provision limit any benefits available under long-term disability and executive disability plans maintained by the Company. Notwithstanding the foregoing, however, the Company may deduct from the salary specified in clause (i) hereof from the effective date amount of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination (in each case subject to Executive’s payment of the costs and contributions that such plans provide are the responsibility of the insured employee and the availability of such continued coverage through the Bank’s then-current insurance carrier). Except as provided in Section 3(h), Section 3(j) (but only with respect to the assumption and continuation of the Life Insurance Policy) and this Section 6(b), the Bank shall have no obligation to provide Executive with any other compensation or benefits pursuant Section 3(a) through (k) or Section 6 of this Agreement following a termination of Executive’s employment based on a Disability Determination. Except as provided in Section 6(g) hereof, the amounts payable under Subsections (ii) and (iv) of this Section 6(b) shall be paid in equal installments over the period beginning on the Bank’s first regular payroll date after the effective date of termination and continuing through the Bank’s first regular payroll date after the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination. Upon Executive’s death, any payments due then received by Executive under this Section 6(b) shall be paid, as applicable, to Executive’s estate, trust or as otherwise required any disability benefit program maintained by lawthe Company.

Termination for Disability. In The Corporation will have the event that Executiveright to terminate Employee’s employment hereunder at any time upon the Disability of Employee during the Employment Period. If Employee’s employment is terminated during the Employment Period based on a Disability Determinationbecause of Employee’s Disability, the Bank shall: (i) Corporation will pay Executive his Earned Salary (as defined above); (ii) pay Executive to Employee an amount equal to Employee’s Salary in effect on the annual average Termination Date for a period of six months from and after the Termination Date; provided, however, that such payment of Salary will be reduced by the amount of any cash incentive compensation disability benefits paid to Employee pursuant to any disability insurance, plan or policy then in effect by the Corporation applicable to Employee and bonus that Executive received during by the immediately preceding two (2) fiscal yearsamount of any salary, prorated based on the number of days during such year that elapsed prior wages or other income paid to the effective date of the termination of Executive’s employment (“Prorated Incentive Compensation”); (iii) make, or for the benefit of ExecutiveEmployee from any other employment. Such Salary will be paid to Employee as and at such times as Employee would have otherwise received his Salary had he remained an employee of the Corporation. In addition, the matching 401(kCorporation will pay to Employee the sum of (i) plan contribution that Executive accrued but unpaid Salary prior to the Employee’s Disability, (ii) all expenses incurred by Employee prior to his Disability for which Employee is entitled to receive for the current year, prorated based on the number of days during such year that elapsed prior to the effective date of the termination of Executive’s employment (“Accrued Plan Contribution”), (iv) subject to the disability insurance adjustment set forth in Section 3(i) hereof, pay Executive the Base Salary that Executive would have been paid reimbursement pursuant to Section 3(a2.5 (subject to completion of expense reports customarily required by the Corporation) hereof from the effective date of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination; and (viii) provide Executive a pro-rata portion of the Bonus for the year in which Employee’s Disability occurs (or upon his deathsuch amount to be calculated by determining the Bonus as of the end of the year in which the Disability occurs and pro-rating such amount by the portion of such year Employee was employed by the Corporation), his surviving spouse and minor childrenplus, if any) with Employee’s Disability occurs after year-end but before the same coverage under Bonus for the Core Plans preceding year is paid, the Bonus for the preceding year. The payments described in clauses (or if applicable, a Contingent Insurance Stipend under Section 6(j)) that Executive would have been provided pursuant to Section 3(g) hereof from the effective date of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination (in each case subject to Executive’s payment of the costs and contributions that such plans provide are the responsibility of the insured employee and the availability of such continued coverage through the Bank’s then-current insurance carrier). Except as provided in Section 3(h), Section 3(j) (but only with respect to the assumption and continuation of the Life Insurance Policyi) and this Section 6(b), the Bank shall have no obligation to provide Executive with any other compensation or benefits pursuant Section 3(a) through (k) or Section 6 of this Agreement following a termination of Executive’s employment based on a Disability Determination. Except as provided in Section 6(g) hereof, the amounts payable under Subsections (ii) and (iv) in the preceding sentence will be made within 45 calendar days following the date of this Section 6(b) shall Employee’s Disability. Any Bonus will be paid in equal installments over the period beginning on the Bank’s first regular payroll date after the effective date of termination as and continuing through the Bank’s first regular payroll date after the date the Employment Period at such times as Employee would have expired if Executive’s employment otherwise received his Bonus had not been sooner terminated based on a he remained an employee of the Corporation. This Agreement in all other respects will terminate upon the Disability Determination. Upon Executive’s deathof Employee, any payments due under this Section 6(b) shall be paid, as applicable, to Executive’s estate, trust or except as otherwise required by lawprovided in this Agreement.

Termination for Disability. In If Executive becomes Totally and Permanently Disabled during the event that term of this Agreement, Executive’s employment is may be terminated by the Employer at any time during the Employment Period based on continuance of such disability. The Executive is Totally and Permanently Disabled if he or she is unable to perform each of the material duties of his or her employment under this Agreement, by reason of any disability, illness, accident or condition, for a Disability Determinationperiod of more than six consecutive months during any twelve-month period, which is expected to continue for more than one year as certified by a medical doctor of Executive’s own choosing and concurred in by a doctor of Employer’s choosing. Notwithstanding the Bank shallforegoing, any termination or related decision under this provision (2.3) will be made consistent with federal and state laws governing the rights of disabled employees. Upon termination as described in this Section 2.3, Executive shall be entitled to receive (a) an amount equal to one hundred percent (100%) of Executive’s annual base salary at the date of termination, (b) Executive’s theretofore unpaid base salary and incentive compensation for the period of employment, prorated to the end of the calendar month in which such termination occurs, and (c) compensation for accrued but unused vacation time. In addition, at Employer’s cost, Employer shall continue to provide Executive with the following benefits, consistent with the terms and conditions set forth in Section 1.5 hereof: (i) pay Executive his Earned Salary (life insurance and medical, dental and optical insurance, to the extent the same can be provided under the arrangements in effect at the time of termination and the costs of which will be treated as defined above); taxable income to Executive, and (ii) pay Executive an amount equal any other benefits to which the annual average of any cash incentive compensation and bonus that Executive received during the immediately preceding two (2) fiscal years, prorated based on the number of days during such year that elapsed prior to the effective date of the termination of Executive’s employment (“Prorated Incentive Compensation”); (iii) make, for the benefit of Executive, the matching 401(k) plan contribution that Executive is entitled to receive for by law or the current year, prorated based on specific terms of Employer’s policies in effect at the number time of days during such year that elapsed prior to the effective date of the his or her termination of Executive’s employment (“Accrued Plan Contribution”), (iv) subject to the disability insurance adjustment set forth in Section 3(i) hereof, pay Executive the Base Salary that Executive would have been paid employment. Benefits will be continued pursuant to this Section 3(a2.3 for a period of twelve (12) hereof months from the effective date of termination through the date the Employment Period of employment, unless Executive becomes employed by another company and becomes eligible for employment benefits substantially similar to those which would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination; and (v) provide Executive (or upon his death, his surviving spouse and minor children, if any) with the same coverage under the Core Plans (or if applicable, a Contingent Insurance Stipend under Section 6(j)) that Executive would have been otherwise be provided pursuant to Section 3(g) hereof from the effective date of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination (in each case subject to Executive’s payment of the costs and contributions that such plans provide are the responsibility of the insured employee and the availability of such continued coverage through the Bank’s then-current insurance carrier). Except as provided in Section 3(h), Section 3(j) (but only with respect to the assumption and continuation of the Life Insurance Policy) and this Section 6(b), the Bank shall have no obligation to provide Executive with any other compensation or benefits pursuant Section 3(a) through (k) or Section 6 of this Agreement following a termination of Executive’s employment based on a Disability Determination. Except as provided in Section 6(g) hereof, the amounts payable under Subsections (ii) and (iv) of this Section 6(b) shall be paid in equal installments over the period beginning on the Bank’s first regular payroll date after the effective date of termination and continuing through the Bank’s first regular payroll date after the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination. Upon Executive’s death, any payments due under this Section 6(b) shall be paid, as applicable, to Executive’s estate, trust or as otherwise required by lawSection.

Termination for Disability. In the event that Executive’s employment is terminated during the Employment Period based on a Disability Determination, the Bank shall: (i) pay Executive his her Earned Salary (as defined above); (ii) pay Executive an amount equal to the annual average of any cash incentive compensation compensation, if any, that the Board determines in its sole and bonus absolute discretion that Executive received is to receive during the immediately preceding two (2) fiscal yearscurrent year based on Executive’s demonstrable achievement of the objectives set forth in Executive’s incentive compensation program for the current year, prorated based on the number of days during such year that elapsed prior to the effective date of the termination of Executive’s employment (“Prorated Incentive Compensation”); (iii) make, for the benefit of Executive, the matching 401(k) plan contribution that Executive is entitled to receive for the current year, prorated based on the number of days during such year that elapsed prior to the effective date of the termination of Executive’s employment (“Accrued Plan Contribution”), ; (iv) subject to the disability insurance adjustment set forth in Section 3(i) hereof, pay Executive the Base Salary that Executive would have been paid pursuant to Section 3(a) hereof from the effective date of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination; and (v) provide Executive (or and upon his death, his her death her surviving spouse and minor children, if any) with the same coverage under the Core Plans (or if applicable, a Contingent Insurance Stipend under Section 6(j)) that Executive (and her surviving spouse and minor children, if any) would have been provided pursuant to Section 3(g) hereof from the effective date of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination (in each case subject to Executive’s payment of the costs and contributions that such plans provide are the responsibility of the insured employee and the availability of such continued coverage through the Bank’s then-current insurance carrieremployee). Except as provided in Section 3(h), Section 3(j) (but only with respect to the assumption and continuation of the Life Insurance Policy) and this Section 6(b), the Bank shall have no obligation to provide Executive with any other compensation or benefits pursuant Section 3(a) through (k) or Section 6 of this Agreement following a termination of Executive’s employment based on a Disability Determination. Except as provided in Section 6(g) hereof, the amounts Amounts payable under Subsections (ii) and (iv) of this Section 6(b) shall be paid in equal installments over the period beginning on the Bank’s first regular payroll date after the effective date of termination and continuing through the Bank’s first regular payroll date after the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination. Upon Executive’s death, any payments due under this Section 6(b) shall be paid, as applicable, to Executive’s estate, trust or as otherwise required by law.

Termination for Disability. In The Corporation will have the event that Executiveright to terminate Employee’s employment hereunder at any time upon the Disability of Employee during the Employment Period. If Employee’s employment is terminated during the Employment Period based on a Disability Determinationbecause of Employee’s Disability, the Bank shall: (i) Corporation will pay Executive his Earned Salary (as defined above); (ii) pay Executive to Employee an amount equal to Employee’s Salary in effect on the annual average Termination Date for a period of 12 months from and after the Termination Date; provided, however, that such payment of Salary will be reduced by the amount of any cash incentive compensation disability benefits paid to Employee pursuant to any disability insurance, plan or policy then in effect by the Corporation applicable to Employee. Such Salary will be paid to Employee as and bonus that Executive at such times as Employee would have otherwise received during his Salary had he remained an employee of the immediately preceding two Corporation. In addition, the Corporation will pay to Employee the sum of (2i) fiscal years, prorated based on the number of days during such year that elapsed accrued but unpaid Salary prior to the effective date Employee’s Disability, (ii) all expenses incurred by Employee prior to his Disability for which Employee is entitled to reimbursement pursuant to Section 2.5 (subject to completion of expense reports customarily required by the termination of Executive’s employment (“Prorated Incentive Compensation”); Corporation) and (iii) make, a pro-rata portion of the Bonus for the benefit year in which Employee’s Disability occurs (such amount to be calculated by determining the Bonus as of Executivethe end of the year in which the Disability occurs and pro-rating such amount by the portion of such year Employee was employed by the Corporation), plus, if Employee’s Disability occurs after year-end but before the Bonus is paid, the matching 401(k) plan contribution that Executive is entitled to receive Bonus for the current preceding year, prorated based on the number of days during such year that elapsed prior to the effective date of the termination of Executive’s employment . The payments described in clauses (“Accrued Plan Contribution”), (iv) subject to the disability insurance adjustment set forth in Section 3(i) hereof, pay Executive the Base Salary that Executive would have been paid pursuant to Section 3(a) hereof from the effective date of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination; and (v) provide Executive (or upon his death, his surviving spouse and minor children, if any) with the same coverage under the Core Plans (or if applicable, a Contingent Insurance Stipend under Section 6(j)) that Executive would have been provided pursuant to Section 3(g) hereof from the effective date of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination (in each case subject to Executive’s payment of the costs and contributions that such plans provide are the responsibility of the insured employee and the availability of such continued coverage through the Bank’s then-current insurance carrier). Except as provided in Section 3(h), Section 3(j) (but only with respect to the assumption and continuation of the Life Insurance Policyi) and this Section 6(b), the Bank shall have no obligation to provide Executive with any other compensation or benefits pursuant Section 3(a) through (k) or Section 6 of this Agreement following a termination of Executive’s employment based on a Disability Determination. Except as provided in Section 6(g) hereof, the amounts payable under Subsections (ii) and (iv) in the preceding sentence will be made within 45 calendar days following the date of this Section 6(b) shall Employee’s Disability. Any Bonus will be paid in equal installments over the period beginning on the Bank’s first regular payroll date after the effective date of termination as and continuing through the Bank’s first regular payroll date after the date the Employment Period at such times as Employee would have expired if Executive’s employment otherwise received his Bonus had not been sooner terminated based on a he remained an employee of the Corporation. This Agreement in all other respects will terminate upon the Disability Determination. Upon Executive’s deathof Employee, any payments due under this Section 6(b) shall be paid, as applicable, to Executive’s estate, trust or except as otherwise required by lawprovided in this Agreement.