Common use of Termination of Employment in Connection with a Change in Control Clause in Contracts

Termination of Employment in Connection with a Change in Control. (a) If during the term of this Agreement there is a change in control of the Bank, the Employee shall be entitled to receive as a special compensation a lump sum cash payment as provided for herein, in connection with or within one (1) year after a "Change in Control" (as defined below) in the event the Employee's employment is terminated voluntarily by the Employee or involuntarily by the Bank without cause in connection with or within one (1) year after a change in control has occurred. The amount of this payment shall be equal to three (3) times the annual base compensation, year-end Christmas bonus, and special bonuses, if any, paid to the Employee by the Bank during the calendar year preceding the year in which the Change in Control occurs. Payment under this Section 2(a) shall be in lieu of any amount that may be otherwise owed to the employee as damages for the loss of employment, in the event that such loss occurs. Payment under this Section 2(a) shall not be reduced by any compensation which the Employee may receive from other employment with another employer after termination of the Employee's employment with the Bank, if such termination occurs. No payment hereunder shall affect the Employee's entitlement to any vested benefits or other compensation payments. (b) For purposes of this Agreement, a "Change in Control" shall be deemed to have occurred if: (i) Twenty-five (25) percent or more of ownership, control, power to vote, or beneficial ownership of any class of voting securities of the Bank is acquired by any person, either directly or indirectly or acting through one or more other persons; (ii) any person (other than any person named as a proxy in connection with any solicitation on behalf of the Board) holds revocable or irrevocable proxies, as to the election or removal of three (3) or more Directors of the Bank, for twenty-five (25) percent or more of the total number of voting shares of the Bank; (iii) any person has received all applicable regulatory approvals to acquire control of the Bank; (iv) any person has commenced a cash tender or exchange offer, or entered into an agreement or received an option, to acquire beneficial ownership of twenty-five (25) percent or more of the total number of voting shares of the Bank, whether or not any requisite regulatory approval for such acquisition has been received, provided that a Change in Control will not be deemed to have occurred under this clause (iv) unless the Board has made a determination that such action constitutes or will constitute a Change in control; or (v) as the result of, or in connection with, any cash tender or Exchange offer, merger, or other business combination, sale of assets or contested election, or any combination of the foregoing transaction, (A) the persons who were directors of the Bank before such transaction shall cease to constitute at least a majority of the Board or its successor, or (B) the persons who were stockholders of the Bank immediately before such transaction do not own more than fifty (50) percent of the outstanding voting stock of the Bank or its successor immediately after such transaction. For purposes of this Section, a "person" includes an individual, corporation, partnership, trust, association, joint venture, pool, syndicate, unincorporated organization, joint-stock company or similar organization or entity or group acting in concert. A person for these purposes shall be deemed to be a "beneficial owner" as that term is used in Rule 13d-3 under the Securities Exchange Act of 1934.

Termination of Employment in Connection with a Change in Control. (a) If during the term of this Agreement there is a change in control of the Company and or the Bank, the Employee shall be entitled to receive as a special compensation a lump sum cash payment as provided for herein, in connection with or within one (1) year after a "“Change in Control" ” (as defined below) in the event the Employee's ’s employment is terminated voluntarily by the Employee or involuntarily by the Company and or the Bank without cause in connection with or within one (1) year after a change in control has occurred. The amount of this payment shall be equal to three (3) times the annual base compensation, year-end Christmas bonus, and special bonuses, if any, paid to the Employee by the Company and or Bank during the calendar year preceding the year in which the Change in Control occurs. Payment under this Section 2(a) shall be in lieu of any amount that may be otherwise owed to the employee as damages for the loss of employment, in the event that such loss occurs. Payment under this Section 2(a) shall not be reduced by any compensation which the Employee may receive from other employment with another employer after termination of the Employee's ’s employment with the Company and or Bank, if such termination occurs. No payment hereunder shall affect the Employee's ’s entitlement to any vested benefits or other compensation payments. (b) For purposes of this Agreement, a "“Change in Control" ” shall be deemed to have occurred if: (i) Twenty-five (25) percent or more of ownership, control, power to vote, or beneficial ownership of any class of voting securities of the Company and or Bank is acquired by any person, either directly or indirectly or acting through one or more other persons; (ii) any person (other than any person named as a proxy in connection with any solicitation on behalf of the Board) holds revocable or irrevocable proxies, as to the election or removal of three (3) or more Directors of the Company and or Bank, for twenty-five (25) percent or more of the total number of voting shares of the Company and or Bank; (iii) any person has received all applicable regulatory approvals to acquire control of the Company and or Bank; (iv) any person has commenced a cash tender or exchange offer, or entered into an agreement or received an option, to acquire beneficial ownership of twenty-five (25) percent or more of the total number of voting shares of the Company and or Bank, whether or not any requisite regulatory approval for such acquisition has been received, provided that a Change in Control will not be deemed to have occurred under this clause (iv) unless the Board has made a determination that such action constitutes or will constitute a Change in control; or (v) as the result of, or in connection with, any cash tender or Exchange offer, merger, or other business combination, sale of assets or contested election, or any combination of the foregoing transaction, (A) the persons who were directors of the Company and or Bank before such transaction shall cease to constitute at least a majority of the Board or its successor, or (B) the persons who were stockholders of the Company and or Bank immediately before such transaction do not own more than fifty (50) percent of the outstanding voting stock of the Company and or Bank or its successor immediately after such transaction. For purposes of this Section, a "“person" ” includes an individual, corporation, partnership, trust, association, joint venture, pool, syndicate, unincorporated organization, joint-stock company or similar organization or entity or group acting in concert. A person for these purposes shall be deemed to be a "“beneficial owner" ” as that term is used in Rule 13d-3 under the Securities Exchange Act of 1934.

Termination of Employment in Connection with a Change in Control. If, during the Term, the Executive's employment with the Company shall be terminated within six (6) months following a Change in Control, the Executive shall be entitled to the following compensation and benefits: (a) If during the term of this Agreement there is a change in control of Executive's employment with the Bank, the Employee Company shall be entitled to receive as a special compensation a lump sum cash payment as provided for herein, in connection with or within one terminated (1) year after a "Change in Control" by the Company for Cause or Disability, (as defined below2) in by reason of the event Executive's death, or (3) by the EmployeeExecutive other than for Good Reason, the Company shall pay to the Executive his or her Accrued Compensation. In addition to the foregoing, if the Executive's employment is terminated voluntarily by the Employee Company for Disability or involuntarily by reason of the Bank without cause in connection with Executive's death, the Company shall pay to the Executive or within one (1) year after his or her beneficiaries a change in control has occurredPro Rata Bonus. The amount of this payment shall be equal to three (3) times the annual base compensation, year-end Christmas bonus, and special bonuses, if any, paid to the Employee by the Bank during the calendar year preceding the year in which the Change in Control occurs. Payment under this Section 2(a) shall be in lieu of any amount that may be otherwise owed to the employee as damages for the loss of employment, in the event that such loss occurs. Payment under this Section 2(a) shall not be reduced by any compensation which the Employee may receive from other employment with another employer after termination of the Employee's employment with the Bank, if such termination occurs. No payment hereunder shall affect the EmployeeExecutive's entitlement to any vested benefits or other compensation paymentsor benefits shall be determined in accordance with the Company's employee benefits plans and other applicable programs and practices then in effect. (b) For purposes If the Executive's employment with the Company shall be terminated for any reason other than as specified in Section 2(a), the Executive shall be entitled to the following: (1) the Company shall pay the Executive all Accrued Compensation and a Pro Rata Bonus; and (2) the Company shall pay the Executive as severance pay and in lieu of this Agreementany further compensation for periods subsequent to the Termination Date, an amount determined by multiplying 0.5 times the sum of (i) the Executive's Base Amount and (ii) the Executive's Bonus Amount. (c) If (X) the Executive's employment is terminated by the Company without Cause, or (Y) the Executive terminates employment for Good Reason (1) within six (6) months prior to a "Change in Control" , or (2) prior to the date of a Change in Control but the Executive reasonably demonstrates that such (X) termination or (Y) event or condition (A) was at the request of a third party who has indicated an intention or taken steps reasonably calculated to effect a Change in Control (a "THIRD PARTY") and who effectuates a Change in Control or (B) otherwise arose in connection with, or in anticipation of a Change in Control which has been threatened or proposed and which actually occurs, such termination shall be deemed to have occurred if: (i) Twenty-five (25) percent or more of ownership, control, power to vote, or beneficial ownership of any class of voting securities of the Bank is acquired by any person, either directly or indirectly or acting through one or more other persons; (ii) any person (other than any person named as after a proxy Change in connection with any solicitation on behalf of the Board) holds revocable or irrevocable proxies, as to the election or removal of three (3) or more Directors of the Bank, for twenty-five (25) percent or more of the total number of voting shares of the Bank; (iii) any person has received all applicable regulatory approvals to acquire control of the Bank; (iv) any person has commenced a cash tender or exchange offer, or entered into an agreement or received an option, to acquire beneficial ownership of twenty-five (25) percent or more of the total number of voting shares of the Bank, whether or not any requisite regulatory approval for such acquisition has been receivedControl, provided that a Change in Control will not be deemed to shall actually have occurred under this clause (iv) unless the Board has made a determination that such action constitutes or will constitute a Change in control; or (v) as the result of, or in connection with, any cash tender or Exchange offer, merger, or other business combination, sale of assets or contested election, or any combination of the foregoing transaction, (A) the persons who were directors of the Bank before such transaction shall cease to constitute at least a majority of the Board or its successor, or (B) the persons who were stockholders of the Bank immediately before such transaction do not own more than fifty (50) percent of the outstanding voting stock of the Bank or its successor immediately after such transaction. For purposes of this Section, a "person" includes an individual, corporation, partnership, trust, association, joint venture, pool, syndicate, unincorporated organization, joint-stock company or similar organization or entity or group acting in concert. A person for these purposes shall be deemed to be a "beneficial owner" as that term is used in Rule 13d-3 under the Securities Exchange Act of 1934occurred.

Termination of Employment in Connection with a Change in Control. (a) If during the term of this Agreement there is a change in control of the Bank, the Employee shall be entitled to receive as a special compensation a lump sum cash payment as provided for herein, in connection with or within one (1) year after a "Change in Control" (as defined below) in the event the Employee's employment is terminated voluntarily by the Employee or involuntarily by the Bank without cause in connection with or within one (1) year after a change in control has occurred. The amount of this payment shall be equal to three (3) times the annual base compensation, year-end Christmas bonus, and special bonuses, if any, paid to the Employee by the Bank during the calendar year preceding the year in which the Change in Control occurs. Payment under this Section 2(a) shall be in lieu of any amount that may be otherwise owed to the employee as damages for the loss of employment, in the event that such loss occurs. Payment under this this Section 2(a) shall not be reduced by any compensation which the Employee may receive from other employment with another employer after termination of the Employee's employment with the Bank, if such termination occurs. No payment hereunder shall affect the Employee's entitlement to any vested benefits or other compensation payments. (b) For purposes of this Agreement, a "Change in Control" shall be deemed to have occurred if: (i) Twenty-five (25) percent or more of ownership, control, power to vote, or beneficial ownership of any class of voting securities of the Bank is acquired by any person, either directly or indirectly or acting through one or more other persons; (ii) any person (other than any person named as a proxy in connection with any solicitation on behalf of the Board) holds revocable or irrevocable proxies, as to the election or removal of three (3) or more Directors of the Bank, for twenty-five (25) percent or more of the total number of voting shares of the Bank; (iii) any person has received all applicable regulatory approvals to acquire control of the Bank; (iv) any person has commenced a cash tender or exchange offer, or entered into an agreement or received an option, to acquire beneficial ownership of twenty-five (25) percent or more of the total number of voting shares of the Bank, whether or not any requisite regulatory approval for such acquisition has been received, provided that a Change in Control will not be deemed to have occurred under this clause (iv) unless the Board has made a determination that such action constitutes or will constitute a Change in control; or (v) as the result of, or in connection with, any cash tender or Exchange offer, merger, or other business combination, sale of assets or contested election, or any combination of the foregoing transaction, (A) the persons who were directors of the Bank before such transaction shall cease to constitute at least a majority of the Board or its successor, or (B) the persons who were stockholders of the Bank immediately before such transaction do not own more than fifty (50) percent of the outstanding voting stock of the Bank or its successor immediately after such transaction. For purposes of this Section, a "person" includes an individual, corporation, partnership, trust, association, joint venture, pool, syndicate, unincorporated organization, joint-stock company or similar organization or entity or group acting in concert. A person for these purposes shall be deemed to be a "beneficial owner" as that term is used in Rule 13d-3 under the Securities Exchange Act of 1934.

Termination of Employment in Connection with a Change in Control. If, during the Term, the Executive's employment with the Company shall be terminated within twenty-four (24) months following a Change in Control, the Executive shall be entitled to the following compensation and benefits: (a) If during the term of this Agreement there is a change in control of Executive's employment with the Bank, the Employee Company shall be entitled to receive as a special compensation a lump sum cash payment as provided for herein, in connection with or within one terminated (1) year after a "Change in Control" by the Company for Cause or Disability, (as defined below2) in by reason of the event Executive's death, or (3) by the EmployeeExecutive other than for Good Reason, the Company shall pay to the Executive his or her Accrued Compensation. In addition to the foregoing, if the Executive's employment is terminated voluntarily by the Employee Company for Disability or involuntarily by reason of the Bank without cause in connection with Executive's death, the Company shall pay to the Executive or within one (1) year after his or her beneficiaries a change in control has occurredPro Rata Bonus. The amount of this payment shall be equal to three (3) times the annual base compensation, year-end Christmas bonus, and special bonuses, if any, paid to the Employee by the Bank during the calendar year preceding the year in which the Change in Control occurs. Payment under this Section 2(a) shall be in lieu of any amount that may be otherwise owed to the employee as damages for the loss of employment, in the event that such loss occurs. Payment under this Section 2(a) shall not be reduced by any compensation which the Employee may receive from other employment with another employer after termination of the Employee's employment with the Bank, if such termination occurs. No payment hereunder shall affect the EmployeeExecutive's entitlement to any vested benefits or other compensation paymentsor benefits shall be determined in accordance with the Company's employee benefits plans, the Retirement Agreement, and other applicable programs and practices then in effect. (b) For purposes If the Executive's employment with the Company shall be terminated for any reason other than as specified in Section 2(a), the Executive shall be entitled to the following: (1) the Company shall pay the Executive all Accrued Compensation and a Pro Rata Bonus (such Pro Rata Bonus to be in place of this the bonus that would otherwise be paid under the Retirement Agreement); (2) the Company shall pay the Executive as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount determined by multiplying two times the sum of (i) the Executive's Base Amount and (ii) the Executive's Bonus Amount; (3) the insurance coverage set forth in paragraph 3 of the Retirement Agreement; and (4) the stock option vesting acceleration set forth in paragraph 2 of the Retirement Agreement. (c) If (X) the Executive's employment is terminated by the Company without Cause, or (Y) the Executive terminates employment for Good Reason, (1) within six (6) months prior to a "Change in Control" , or (2) prior to the date of a Change in Control but the Executive reasonably demonstrates that such (X) termination or (Y) event or condition (A) was at the request of a third party who has indicated an intention or taken steps reasonably calculated to effect a Change in Control (a "Third Party") and who effectuates a Change in Control or (B) otherwise arose in connection with, or in anticipation of a Change in Control which has been threatened or proposed and which actually occurs, such termination shall be deemed to have occurred if: (i) Twenty-five (25) percent or more of ownership, control, power to vote, or beneficial ownership of any class of voting securities of the Bank is acquired by any person, either directly or indirectly or acting through one or more other persons; (ii) any person (other than any person named as after a proxy Change in connection with any solicitation on behalf of the Board) holds revocable or irrevocable proxies, as to the election or removal of three (3) or more Directors of the Bank, for twenty-five (25) percent or more of the total number of voting shares of the Bank; (iii) any person has received all applicable regulatory approvals to acquire control of the Bank; (iv) any person has commenced a cash tender or exchange offer, or entered into an agreement or received an option, to acquire beneficial ownership of twenty-five (25) percent or more of the total number of voting shares of the Bank, whether or not any requisite regulatory approval for such acquisition has been receivedControl, provided that a Change in Control will not be deemed to shall actually have occurred under this clause (iv) unless the Board has made a determination that such action constitutes or will constitute a Change in control; or (v) as the result of, or in connection with, any cash tender or Exchange offer, merger, or other business combination, sale of assets or contested election, or any combination of the foregoing transaction, (A) the persons who were directors of the Bank before such transaction shall cease to constitute at least a majority of the Board or its successor, or (B) the persons who were stockholders of the Bank immediately before such transaction do not own more than fifty (50) percent of the outstanding voting stock of the Bank or its successor immediately after such transaction. For purposes of this Section, a "person" includes an individual, corporation, partnership, trust, association, joint venture, pool, syndicate, unincorporated organization, joint-stock company or similar organization or entity or group acting in concert. A person for these purposes shall be deemed to be a "beneficial owner" as that term is used in Rule 13d-3 under the Securities Exchange Act of 1934occurred.

Termination of Employment in Connection with a Change in Control. (a) If during the term of this Agreement there is a change in control of the Company and or the Bank, the Employee shall be entitled to receive as a special compensation a lump sum cash payment as provided for herein, in connection with or within one (1) year after a "“Change in Control" ” (as defined below) in the event the Employee's ’s employment is terminated voluntarily by the Employee or involuntarily by the Company and or the Bank without cause in connection with or within one (1) year after a change in control has occurred. The amount of this payment shall be equal to three one (31) times the annual base compensation, year-end Christmas bonus, and special bonuses, if any, paid to the Employee by the Company and or Bank during the calendar year preceding the year in which the Change in Control occurs. Payment under this Section 2(a) shall be in lieu of any amount that may be otherwise owed to the employee as damages for the loss of employment, in the event that such loss occurs. Payment under this Section 2(a) shall not be reduced by any compensation which the Employee may receive from other employment with another employer after termination of the Employee's ’s employment with the Company and or Bank, if such termination occurs. No payment hereunder shall affect the Employee's ’s entitlement to any vested benefits or other compensation payments. (b) For purposes of this Agreement, a "“Change in Control" ” shall be deemed to have occurred if: (i) Twenty-five (25) percent or more of ownership, control, power to vote, or beneficial ownership of any class of voting securities of the Company and or Bank is acquired by any person, either directly or indirectly or acting through one or more other persons; (ii) any person (other than any person named as a proxy in connection with any solicitation on behalf of the Board) holds revocable or irrevocable proxies, as to the election or removal of three (3) or more Directors of the Company and or Bank, for twenty-five (25) percent or more of the total number of voting shares of the Company and or Bank; (iii) any person has received all applicable regulatory approvals to acquire control of the Company and or Bank; (iv) any person has commenced a cash tender or exchange offer, or entered into an agreement or received an option, to acquire beneficial ownership of twenty-five (25) percent or more of the total number of voting shares of the Company and or Bank, whether or not any requisite regulatory approval for such acquisition has been received, provided that a Change in Control will not be deemed to have occurred under this clause (iv) unless the Board has made a determination that such action constitutes or will constitute a Change in control; or (v) as the result of, or in connection with, any cash tender or Exchange offer, merger, or other business combination, sale of assets or contested election, or any combination of the foregoing transaction, (A) the persons who were directors of the Company and or Bank before such transaction shall cease to constitute at least a majority of the Board or its successor, or (B) the persons who were stockholders of the Company and or Bank immediately before such transaction do not own more than fifty (50) percent of the outstanding voting stock of the Company and or Bank or its successor immediately after such transaction. For purposes of this Section, a "“person" ” includes an individual, corporation, partnership, trust, association, joint venture, pool, syndicate, unincorporated organization, joint-stock company or similar organization or entity or group acting in concert. A person for these purposes shall be deemed to be a "“beneficial owner" ” as that term is used in Rule 13d-3 under the Securities Exchange Act of 1934.

Termination of Employment in Connection with a Change in Control. (a) If during the term of this Agreement there is a change in control of the Bank, the Employee shall be entitled to receive as a special compensation a lump sum cash payment as provided for herein, in connection with or within one (1) year after a "“Change in Control" ” (as defined below) in the event the Employee's ’s employment is terminated voluntarily by the Employee or involuntarily by the Bank without cause in connection with or within one (1) year after a change in control has occurred. The amount of this payment shall be equal to three (3) times the annual base compensation, compensation and year-end Christmas bonus, and special bonuses, if any, bonus paid to the Employee by the Bank during the calendar year preceding the year in which the Change in Control occurs, multiplied by the number of years remaining in this agreement. Payment under this Section 2(a) shall be in lieu of any amount that may be otherwise owed to the employee as damages for the loss of employment, in the event that such loss occurs. Payment under this Section 2(a) shall not be reduced by any compensation which the Employee may receive from other employment with another employer after termination of the Employee's employment with the Bank, if such termination occurs. No payment hereunder shall affect the Employee's ’s entitlement to any vested benefits or other compensation payments. (b) For purposes of this Agreement, a "“Change in Control" ” shall be deemed to have occurred if: (i) Twenty-five (25) percent or more of ownership, control, power to vote, or beneficial ownership of any class of voting securities of the Bank is acquired by any person, either directly or indirectly or acting through one or more other persons; (ii) any person (other than any person named as a proxy in connection with any solicitation on behalf of the Board) holds revocable or irrevocable proxies, as to the election or removal of three (3) or more Directors of the Bank, for twenty-five (25) percent or more of the total number of voting shares of the Company and or Bank; (iii) any person has received all applicable regulatory approvals to acquire control of the Bank; (iv) any person has commenced a cash tender or exchange offer, or entered into an agreement or received an option, to acquire beneficial ownership of twenty-five (25) percent or more of the total number of voting shares of the Bank, whether or not any requisite regulatory approval for such acquisition has been received, provided that a Change in Control will not be deemed to have occurred under this clause (iv) unless the Board has made a determination that such action constitutes or will constitute a Change in control; or (v) as the result of, or in connection with, any cash tender or Exchange offer, merger, or other business combination, sale of assets or contested election, or any combination of the foregoing transaction, (A) the persons who were directors of the Bank before such transaction shall cease to constitute at least a majority of the Board or its successor, or (B) the persons who were stockholders of the Bank immediately before such transaction do not own more than fifty (50) percent of the outstanding voting stock of the Bank or its successor immediately after such transaction. For purposes of this Section, a "“person" ” includes an individual, corporation, partnership, trust, association, joint venture, pool, syndicate, unincorporated organization, joint-stock company or similar organization or entity or group acting in concert. A person for these purposes shall be deemed to be a "“beneficial owner" ” as that term is used in Rule 13d-3 under the Securities Exchange Act of 1934.

Termination of Employment in Connection with a Change in Control. (a) If during the term of this Agreement there is a change in control of the Bank, the Employee shall be entitled to receive as a special compensation a lump sum cash payment as provided for herein, in connection with or within one (1) year after a "“Change in Control" ” (as defined below) in the event the Employee's ’s employment is terminated voluntarily by the Employee or involuntarily by the Bank without cause in connection with or within one (1) year after a change in control has occurred. The amount of this payment shall be equal to three (3) times the annual base compensation, year-end Christmas bonus, and special bonuses, if any, paid to the Employee by the Bank during the calendar year preceding the year in which the Change in Control occurs. Payment under this Section 2(a) shall be in lieu of any amount that may be otherwise owed to the employee as damages for the loss of employment, in the event that such loss occurs. Payment under this this Section 2(a) shall not be reduced by any compensation which the Employee may receive from other employment with another employer after termination of the Employee's ’s employment with the Bank, if such termination occurs. No payment hereunder shall affect the Employee's ’s entitlement to any vested benefits or other compensation payments. (b) For purposes of this Agreement, a "“Change in Control" ” shall be deemed to have occurred if: (i) Twenty-five (25) percent or more of ownership, control, power to vote, or beneficial ownership of any class of voting securities of the Bank is acquired by any person, either directly or indirectly or acting through one or more other persons; (ii) any person (other than any person named as a proxy in connection with any solicitation on behalf of the Board) holds revocable or irrevocable proxies, as to the election or removal of three (3) or more Directors of the Bank, for twenty-five (25) percent or more of the total number of voting shares of the Bank; (iii) any person has received all applicable regulatory approvals to acquire control of the Bank; (iv) any person has commenced a cash tender or exchange offer, or entered into an agreement or received an option, to acquire beneficial ownership of twenty-five (25) percent or more of the total number of voting shares of the Bank, whether or not any requisite regulatory approval for such acquisition has been received, provided that a Change in Control will not be deemed to have occurred under this clause (iv) unless the Board has made a determination that such action constitutes or will constitute a Change in control; or (v) as the result of, or in connection with, any cash tender or Exchange offer, merger, or other business combination, sale of assets or contested election, or any combination of the foregoing transaction, (A) the persons who were directors of the Bank before such transaction shall cease to constitute at least a majority of the Board or its successor, or (B) the persons who were stockholders of the Bank immediately before such transaction do not own more than fifty (50) percent of the outstanding voting stock of the Bank or its successor immediately after such transaction. For purposes of this Section, a "“person" ” includes an individual, corporation, partnership, trust, association, joint venture, pool, syndicate, unincorporated organization, joint-stock company or similar organization or entity or group acting in concert. A person for these purposes shall be deemed to be a "“beneficial owner" ” as that term is used in Rule 13d-3 under the Securities Exchange Act of 1934.

Termination of Employment in Connection with a Change in Control. (a) If during the term of this Agreement there is a change in control of the Bank, the Employee shall be entitled to receive as a special compensation a lump sum cash payment as provided for herein, in connection with or within one (1) year after a "“Change in Control" ” (as defined below) in the event the Employee's ’s employment is terminated voluntarily by the Employee or involuntarily by the Bank without cause in connection with or within one (1) year after a change in control has occurred. The amount of this payment shall be equal to three (3) times the annual base compensation, compensation and year-end Christmas bonus, and special bonuses, if any, bonus paid to the Employee by the Bank during the calendar year preceding the year in which the Change in Control occurs, multiplied by the number of years remaining in this agreement. Payment under this Section 2(a) shall be in lieu of any amount that may be otherwise owed to the employee as damages for the loss of employment, in the event that such loss occurs. Payment under this Section 2(a) shall not be reduced by any compensation which the Employee may receive from other employment with another employer after termination of the Employee's employment with the Bank, if such termination occurs. No payment hereunder shall affect the Employee's ’s entitlement to any vested benefits or other compensation payments. (b) For purposes of this Agreement, a "“Change in Control" ” shall be deemed to have occurred if: (i) Twenty-five (25) percent or more of ownership, control, power to vote, or beneficial ownership of any class of voting securities of the Bank is acquired by any person, either directly or indirectly or acting through one or more other persons; (ii) any person (other than any person named as a proxy in connection with any solicitation on behalf of the Board) holds revocable or irrevocable proxies, as to the election or removal of three (3) or more Directors of the Bank, for twenty-five (25) percent or more of the total number of voting shares of the Bank; (iii) any person has received all applicable regulatory approvals to acquire control of the Bank; (iv) any person has commenced a cash tender or exchange offer, or entered into an agreement or received an option, to acquire beneficial ownership of twenty-five (25) percent or more of the total number of voting shares of the Bank, whether or not any requisite regulatory approval for such acquisition has been received, provided that a Change in Control will not be deemed to have occurred under this clause (iv) unless the Board has made a determination that such action constitutes or will constitute a Change in control; or (v) as the result of, or in connection with, any cash tender or Exchange offer, merger, or other business combination, sale of assets or contested election, or any combination of the foregoing transaction, (A) the persons who were directors of the Bank before such transaction shall cease to constitute at least a majority of the Board or its successor, or (B) the persons who were stockholders of the Bank immediately before such transaction do not own more than fifty (50) percent of the outstanding voting stock of the Bank or its successor immediately after such transaction. For purposes of this Section, a "“person" ” includes an individual, corporation, partnership, trust, association, joint venture, pool, syndicate, unincorporated organization, joint-stock company or similar organization or entity or group acting in concert. A person for these purposes shall be deemed to be a "“beneficial owner" ” as that term is used in Rule 13d-3 under the Securities Exchange Act of 1934.

Termination of Employment in Connection with a Change in Control. (a) If during the term of this Agreement there is a change in control of the Bank, the Employee shall be entitled to receive as a special compensation a lump sum cash payment as provided for herein, in connection with or within one (1) year after a "“Change in Control" ” (as defined below) in the event the Employee's ’s employment is terminated voluntarily by the Employee or involuntarily by the Bank without cause in connection with or within one (1) year after a change in control has occurred. The amount of this payment shall be equal to three (3) times the annual base compensation, year-end Christmas bonus, and special bonuses, if any, paid to the Employee by the Bank during the calendar year preceding the year in which the Change in Control occurs. Payment under this Section 2(a) shall be in lieu of any amount that may be otherwise owed to the employee as damages for the loss of employment, in the event that such loss occurs. Payment under this Section 2(a) shall not be reduced by any compensation which the Employee may receive from other employment with another employer after termination of the Employee's ’s employment with the Bank, if such termination occurs. No payment hereunder shall affect the Employee's ’s entitlement to any vested benefits or other compensation payments. (b) For purposes of this Agreement, a "“Change in Control" ” shall be deemed to have occurred if: (i) Twenty-five (25) percent or more of ownership, control, power to vote, or beneficial ownership of any class of voting securities of the Bank is acquired by any person, either directly or indirectly or acting through one or more other persons; (ii) any person (other than any person named as a proxy in connection with any solicitation on behalf of the Board) holds revocable or irrevocable proxies, as to the election or removal of three (3) or more Directors of the Bank, for twenty-five (25) percent or more of the total number of voting shares of the Bank; (iii) any person has received all applicable regulatory approvals to acquire control of the Bank; (iv) any person has commenced a cash tender or exchange offer, or entered into an agreement or received an option, to acquire beneficial ownership of twenty-five (25) percent or more of the total number of voting shares of the Bank, whether or not any requisite regulatory approval for such acquisition has been received, provided that a Change in Control will not be deemed to have occurred under this clause (iv) unless the Board has made a determination that such action constitutes or will constitute a Change in control; or (v) as the result of, or in connection with, any cash tender or Exchange offer, merger, or other business combination, sale of assets or contested election, or any combination of the foregoing transaction, (A) the persons who were directors of the Bank before such transaction shall cease to constitute at least a majority of the Board or its successor, or (B) the persons who were stockholders of the Bank immediately before such transaction do not own more than fifty (50) percent of the outstanding voting stock of the Bank or its successor immediately after such transaction. For purposes of this Section, a "“person" ” includes an individual, corporation, partnership, trust, association, joint venture, pool, syndicate, unincorporated organization, joint-stock company or similar organization or entity or group acting in concert. A person for these purposes shall be deemed to be a "“beneficial owner" ” as that term is used in Rule 13d-3 under the Securities Exchange Act of 1934.

Termination of Employment in Connection with a Change in Control. (a) If during the term of this Agreement there is a change in control of the BankCompany, the Employee shall be entitled to receive as a special compensation severance payment from the Bank for services previously rendered to the Bank a lump sum cash payment as provided for herein, in connection with or within one herein (1subject to Section 2(c) year after a "Change in Control" (as defined below) in the event the Employee's employment is terminated terminated, voluntarily by the Employee or involuntarily by the Bank without cause involuntarily, in connection with or within one (1) year two years after a change in control has occurredof the Company, unless such termination occurs by virtue of a normal retirement, permanent and total disability (as defined in Section 22(e) of the Internal Revenue Code) or death. The Subject to Section 2(c) below, the amount of this payment shall be equal to three (3) times the Employee's average annual base compensation, year-end Christmas bonus, and special bonuses, if any, paid to the Employee compensation which was payable by the Bank and was includible in the Employee's gross income for federal income tax purposes with respect to the five most recent taxable years of the Bank ending prior to such change in control of the Company (or such portion of such period during the calendar year preceding the year in which the Change in Control occursEmployee was a full- time employee of the Bank), less one dollar. Payment under this Section 2(a) shall be in lieu of any amount that which may be otherwise owed to the employee Employee as damages for the loss of employment, in the event that such loss occurstermination. Payment under this Section 2(a) shall not be reduced by any compensation which the Employee may receive from other employment with another employer after termination of the Employee's employment with the Bank, if such termination occurs. No payment hereunder shall affect the Employee's entitlement to any vested retirement benefits or other compensation payments. (b) For A "change in control", for purposes of this Agreement, a "Change in Control" shall be deemed to have occurred taken place if: : (i) Twenty-five (25) any person becomes the beneficial owner of 20 percent or more of ownershipthe total number of voting shares of the Company; (ii) any person becomes the beneficial owner of 10 percent or more (but less than 20 percent) of the total number of voting shares of the Company; provided that, control, power to voteif the Board of Governors of the Federal Reserve System ("FRB") has approved a rebuttal agreement filed by such person, or such person has filed a certification with the FRB, a change in control will not be deemed to have occurred unless the Board of Directors of the Company has made a determination that such beneficial ownership of any class of voting securities constitutes or will constitute control of the Bank is acquired by any person, either directly or indirectly or acting through one or more other persons; Company; (iiiii) any person (other than any person the persons named as a proxy in connection with any solicitation proxies solicited on behalf of the BoardBoard of Directors of the Company) holds revocable or irrevocable proxies, as to the election or removal of three (3) two or more Directors directors of the BankCompany, for twenty-five (25) 20 percent or more of the total number of voting shares of the Bank; (iii) any person has received all applicable regulatory approvals to acquire control of the Bank; Company; (iv) any person has received the approval of the FRB under Section 3 of the Bank Holding Company Act of 1956, as amended (the "Holding Company Act"), or regulations issued thereunder, to acquire control of the Company or the Bank; (v) any person has received approval of the FRB under the Change in Bank Control Act of 1978 (the "Control Act"), or regulations issued thereunder, to acquire control of the Company; (vi) any person has commenced a cash tender or exchange offer, or entered into an agreement or received an option, to acquire beneficial ownership of twenty-five (25) 20 percent or more of the total number of voting shares of the BankCompany, whether or not any the requisite regulatory approval for such acquisition has been receivedreceived under the Holding Company Act, provided that a Change in the Control will not be deemed to have occurred under this clause Act, or the respective regulations issued thereunder; or (iv) unless the Board has made a determination that such action constitutes or will constitute a Change in control; or (vvii) as the result of, or in connection with, any cash tender or Exchange exchange offer, merger, or other business combination, sale of assets or contested election, or any combination of the foregoing transactiontransactions, (A) the persons who were directors of the Bank Company before such transaction shall cease to constitute at least a majority two-thirds of the Board or its successor, or (B) the persons who were stockholders of Directors of the Bank immediately before such transaction do not own more than fifty (50) percent of the outstanding voting stock of the Bank Company or its any successor immediately after such transactioninstitution. For purposes of this SectionSection 2(b), a "person" includes an individual, corporation, partnership, trust, association, joint venture, pool, syndicate, unincorporated organization, joint-stock company or similar organization or entity trust or group acting in concert. A person for these purposes shall be deemed to be a "beneficial owner" owner as that term is used in Rule 13d-3 under the Securities Exchange Act of 1934. (c) Notwithstanding any other provisions of this Agreement or of any other agreement, contract, or understanding heretofore or hereafter entered into between the employee and the Bank, except an agreement, contract, or understanding hereafter entered into that expressly modifies or excludes application of this Section 2(c) (the "Other Agreements"), and notwithstanding any formal or informal plan or other arrangement heretofore or hereafter adopted by the Bank for the direct or indirect provision of compensation to the Employee (including groups or classes of participants or beneficiaries of which the Employee is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Employee (a "Benefit Plan"), the Employee shall not have any right to receive any payment or other benefit under this Agreement, any Other Agreement, or any Benefit Plan if such payment or benefit, taking into account all other payments or benefits to or for the Employee under this Agreement, all Other Agreements, and all Benefit Plans would cause any payment to the Employee under this Agreement to be considered a "parachute payment" within the meaning of Section 280G(b)(2) of the Internal Revenue Code of 1954, as amended (the "Code") (a "Parachute Payment"). In the event that the receipt of any such payment or benefit under this Agreement, any Other Agreement, or any Benefit Plan would cause the Employee to be considered to have received a Parachute Payment under this Agreement, then the Employee shall have the right, in the Employee's sole discretion, to designate those payments or benefits under this Agreement, or Other Agreements, and/or any Benefit Plans, which should be reduced or eliminated so as to avoid having the payment to the Employee under this Agreement be deemed to be a Parachute Payment.