Common use of PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION Clause in Contracts

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive’s term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the termination of Executive’s full-time employment hereunder due to expiration of this Agreement pursuant to Paragraph 2(a); (ii) the termination by the Bank of Executive’s full-time employment hereunder for any reason other than a Change in Control as defined in Paragraph 5(a) hereof or for Cause as defined in Paragraph 8 hereof; disability, as defined in Paragraph 6(a) hereof; death; retirement, as defined in Paragraph 7 hereof; (iii) Executive’s resignation from the Bank’s employment, upon (A), unless consented to by the Executive, a material change in Executive’s function, duties, or responsibilities, which change would cause Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Paragraphs 1 and 2, above, (any such material change shall be deemed a continuing breach of this Agreement); (B) a relocation of Executive’s principal place of employment by more than fifty(50) miles from its location at the effective date of this Agreement, or a material reduction in the benefits and perquisites to Executive from those being provided as of the effective date of this Agreement; (C) the liquidation or dissolution of the Bank; or (D) any breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses (A), (B), (C), or (D), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice to the Bank given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4)calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) a. Upon the occurrence of an Event of Termination (as herein defined) during the Executive’s term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the termination of Executive’s full-time employment hereunder due to expiration of this Agreement pursuant to Paragraph 2(a); (ii) the termination by the Bank or the Holding Company of Executive’s full-time employment hereunder for any reason other than a Change in Control as defined in Paragraph termination governed by Section 5(a) hereof hereof, or Termination for Cause as defined in Paragraph 8 hereof; disabilityCause, as defined in Paragraph 6(a) hereof; death; retirement, as defined in Paragraph Section 7 hereof; (iiiii) Executive’s resignation from the Bank’s employment, employ upon (A)) any failure to elect or reelect or to appoint or reappoint Executive as President and Chief Executive Officer, unless consented to by the Executive, (B) a material change in Executive’s function, duties, or responsibilitiesresponsibilities with the Bank, which change would cause Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Paragraphs 1 and 2Section 1, above, unless consented to by Executive, (any such material change shall be deemed a continuing breach of this Agreement); (BC) a relocation of Executive’s principal place of employment by more than fifty(50) 50 miles from its location at the effective date of this Agreement, or unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to the Executive from those being provided as of the effective date of this Agreement; , unless consented to by the Executive, (CE) the a liquidation or dissolution of the Bank; Bank or Holding Company or (DF) any breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses (A), (B), (C), (D), (E) or (DF), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice to the Bank given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4)calendar six full calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive’s EXECUTIVE's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an “"Event of Termination” " shall mean and include any one or more of the following: (i) the termination of Executive’s full-time employment hereunder due to expiration of this Agreement pursuant to Paragraph 2(a); (ii) the termination by the Bank BANK of Executive’s EXECUTIVE's full-time employment hereunder for any reason other than a Change in Control Control, as defined in Paragraph Section 5(a) hereof or for Cause as defined in Paragraph 8 hereof; disability, as defined in Paragraph Section 6(a) hereof; death; retirement, as defined in Paragraph Section 7 hereof; or Termination for Cause, as defined in Section 8 hereof; (iiiii) Executive’s EXECUTIVE's resignation from the Bank’s employmentBANK's employ, upon (A), ) unless consented to by the ExecutiveEXECUTIVE, a material change in Executive’s EXECUTIVE's function, duties, or responsibilities, which change would cause Executive’s EXECUTIVE's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Paragraphs Sections 1 and 2, above, (any such material change shall be deemed a continuing breach of this Agreement); , (B) a relocation of Executive’s EXECUTIVE's principal place of employment by more than fifty(50) 5 miles from its location at the effective date of this Agreement, or a material reduction in the benefits and perquisites to Executive EXECUTIVE from those being provided as of the effective date of this Agreement; , (C) the liquidation or dissolution of the Bank; BANK, or (D) any material breach of this Agreement by the BankBANK. Upon the occurrence of any event described in clauses (A), (B), (C), ) or (D), above, Executive EXECUTIVE shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice to the Bank given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4)calendar 4) calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive’s term of employment under this Agreement, the provisions of this Section section shall apply. As used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the termination of Executive’s full-time employment hereunder due to expiration of this Agreement pursuant to Paragraph 2(a); (ii) the termination by the Bank of Executive’s full-time employment hereunder for any reason other than a Change in Control as defined in Paragraph 5(a) hereof or termination for Cause as defined in Paragraph 8 hereof; disabilityCause, as defined in Paragraph Section 8 hereof, or a termination upon Retirement as defined in Section 7 hereof, or a termination for Disability as set forth in Section 6(a) hereof; death; retirementand (ii) to the extent permitted under Code Section 409A, as defined in Paragraph 7 hereof; (iii) Executive’s resignation from the Bank’s employment, upon employ for “Good Reason.” Good Reason shall mean any of the following: (A)) failure to elect or reelect or to appoint or reappoint Executive to Executive Position, unless consented to by the Executive, (B) a material change in Executive’s function, duties, or responsibilities, which change would cause Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Paragraphs Sections 1 and 2, 2 above, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement); , (BC) a relocation of Executive’s principal place of employment by to a location that is more than fifty(50) 25 miles from its the location at of the effective Bank’s principal executive offices as of the date of this Agreement, or a material reduction in the benefits and perquisites to Executive from those being provided as Base Salary (except for any reduction that is part of the effective date of this Agreement; (C) the liquidation an employee-wide reduction in pay or dissolution of the Bank; benefits), or (D) any material breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), or (D), ) above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty within ninety (6090) days prior written notice to the Bank given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4)calendar months days) after the event giving rise to said right to elect, which termination by Executive shall be an Event of Termination. The Bank shall have at least (30) days to remedy any condition set forth in clause (ii) (A) through (D), provided, however, that the Bank shall be entitled to waive such period and make an immediate payment hereunder. If the Bank remedies the condition within such thirty (30) day cure period, then no Good Reason shall be deemed to exist with respect to such condition. If the Bank does not remedy the condition within such thirty (30) day cure period, then Executive may deliver a Notice of Termination, as defined in Section 9(c) below, for Good Reason at any time within sixty (60) days following the expiration of such cure period. No payments or benefits shall be due to Executive under this Agreement upon the termination of Executive’s employment except as provided in Section 4 or 5 hereof.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein therein defined) during the Executive’s term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the termination of Executive’s full-time employment hereunder thereunder due to expiration of this Agreement pursuant to Paragraph 2(a); (ii) the termination by the Bank of Executive’s full-time employment hereunder thereunder for any reason other than a Change in Control as defined in Paragraph 5(a) hereof thereof or for Cause as defined in Paragraph 8 hereofthereof; disability, as defined in Paragraph 6(a) hereofthereof; death; retirement, as defined in Paragraph 7 hereofthereof; (iii) Executive’s resignation from the Bank’s employment, upon (A), ) unless consented to by the Executive, a material change in Executive’s function, duties, or responsibilities, which change would cause Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Paragraphs 1 and 2, above, 2 above (any such material change shall be deemed a continuing breach of this Agreement); (B) a relocation of Executive’s principal place of employment by more than fifty(50) miles from its location at the effective date of this Agreement, or a material reduction in the benefits and perquisites to Executive from those being provided as of the effective date of this Agreement; (C) the liquidation or dissolution of the Bank; or (D) any breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses (A), (B), (C), or (D), ) above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice to the Bank given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4)calendar 4) calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon The provisions of this Section shall apply upon the occurrence of an Event of Termination (as herein defined) during the Executive’s term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the termination of Executive’s full-time employment hereunder due to expiration of this Agreement pursuant to Paragraph 2(a); (ii) the termination by the Bank Employer of the Executive’s full-time employment hereunder for any reason other than a Change in Control (A) Disability as defined in Paragraph 5(aSection 5 below, or (B) hereof or Termination for Just Cause as defined in Paragraph 8 Section 6 hereof; disability, as defined in Paragraph 6(aor (ii) hereof; death; retirement, as defined in Paragraph 7 hereof; (iii) the Executive’s resignation from the BankEmployer’s employmentemploy, upon any of the following (“Good Reason”): (A), unless consented to by ) reduction in the Executive’s Base Salary or a reduction in the benefits and perquisites to the Executive from those being provided as of the Effective Date of this Agreement, provided however that a material reduction in benefits or perquisites that is broad based and affects substantially all executives of the Employer shall not be deemed an Event of Termination hereunder unless such reduction in benefits or perquisites occurs coincident with or following a Change in Control, (B) change in the Executive’s function, duties, or responsibilities, which change would cause the Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Paragraphs 1 and 2Section 1, above, (any such material change shall be deemed a continuing breach of this Agreement); (BC) a relocation of the Executive’s principal place of employment by more than fifty(50thirty (30) miles from its location at as of the effective date Effective Date of this Agreement, or a material reduction in the benefits and perquisites to Executive from those being provided as of the effective date of this Agreement; (CD) the liquidation or dissolution of the Bank; Bank or Company other than liquidations or dissolutions that are caused by reorganizations that do not affect the status of the Executive, or (DE) any breach of this Agreement by the BankBank or the Company. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D) or (D), E) above, the Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty thirty (6030) days prior written notice to the Bank given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4)calendar months after the event giving rise to said right to elect.3

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive’s term of employment under this Agreement, the provisions of this Section section shall apply. As used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the termination of Executive’s full-time employment hereunder due to expiration of this Agreement pursuant to Paragraph 2(a); (ii) the termination by the Bank of Executive’s full-time employment hereunder for any reason other than a Change in Control as defined in Paragraph 5(a) hereof or termination for Cause as defined in Paragraph 8 hereof; disabilityCause, as defined in Paragraph Section 8 hereof, or a termination upon Retirement as defined in Section 7 hereof, or a termination for Disability as set forth in Section 6(a) hereof; death; retirementand (ii) to the extent permitted under Code Section 409A, as defined in Paragraph 7 hereof; (iii) Executive’s resignation from the Bank’s employment, upon employ for “Good Reason.” Good Reason shall mean any of the following: (A)) failure to elect or reelect or to appoint or reappoint Executive to Executive Position, unless consented to by the Executive, (B) a material change in Executive’s function, duties, or responsibilities, which change would cause Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Paragraphs Sections 1 and 2, 2 above, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement); , (BC) a relocation of Executive’s principal place of employment by to a location that is more than fifty(50) 25 miles from its the location at of the effective Bank’s principal executive offices as of the date of this Agreement, or a material reduction in the benefits and perquisites to Executive from those being provided as Base Salary (except for any reduction that is part of the effective date of this Agreement; (C) the liquidation an employee-wide reduction in pay or dissolution of the Bank; benefits), or (D) any material breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), or (D), ) above, Executive shall have the right to elect to terminate his her employment under this Agreement by resignation upon not less than sixty within ninety (6090) days prior written notice to the Bank given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4)calendar months days) after the event giving rise to said right to elect, which termination by Executive shall be an Event of Termination. The Bank shall have at least (30) days to remedy any condition set forth in clause (ii) (A) through (D), provided, however, that the Bank shall be entitled to waive such period and make an immediate payment hereunder. If the Bank remedies the condition within such thirty (30) day cure period, then no Good Reason shall be deemed to exist with respect to such condition. If the Bank does not remedy the condition within such thirty (30) day cure period, then Executive may deliver a Notice of Termination, as defined in Section 9(c) below, for Good Reason at any time within sixty (60) days following the expiration of such cure period. No payments or benefits shall be due to Executive under this Agreement upon the termination of Executive’s employment except as provided in Section 4 or 5 hereof.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive’s term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the termination of Executive’s full-time employment hereunder due to expiration of this Agreement pursuant to Paragraph 2(a); (ii) the termination by the Bank Holding Company of Executive’s full-time employment hereunder for any reason other than a Change in Control as defined in Paragraph termination governed by Section 5(a) hereof hereof, or for Cause as defined in Paragraph 8 hereof; disabilityCause, as defined in Paragraph 6(a) hereof; death; retirement, as defined in Paragraph Section 7 hereof; (iiiii) Executive’s resignation from the BankHolding Company’s employmentemploy, upon upon, any (A)) failure to elect or reelect or to appoint or reappoint Executive as Senior Vice President, unless consented to by the Executive, (B) a material change in Executive’s function, duties, or responsibilitiesresponsibilities with the Holding Company or its Subsidiaries, which change would cause Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Paragraphs 1 and 2Section 1, above, unless consented to by Executive, (any such material change shall be deemed a continuing breach of this Agreement); (BC) a relocation of Executive’s principal place of employment by more than fifty(50) 30 miles from its location at the effective date of this Agreement, or unless consented to by Executive, (D) a material reduction in the benefits and perquisites to Executive from those being provided as of the effective date of this Agreement; , unless consented to by Executive, (CE) the a liquidation or dissolution of the Bank; Holding Company or the Institution, or (DF) any breach of this Agreement by the BankHolding Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D), (E) or (DF), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice to the Bank given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4)calendar six full calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive’s term of employment under this Agreement, the provisions of this Section 4 shall apply. As Unless Executive otherwise agrees, as used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the termination of Executive’s full-time employment hereunder due to expiration of this Agreement pursuant to Paragraph 2(a); (ii) the termination by the Company or Bank of Executive’s full-time employment hereunder for any reason other than a Change in Control as defined in Paragraph 5(a) hereof termination governed by Section 7 of this Agreement; or for Cause as defined in Paragraph 8 hereof; disability, as defined in Paragraph 6(a) hereof; death; retirement, as defined in Paragraph 7 hereof; (iiiii) Executive’s resignation from the Bank’s employmentBank or Company, upon upon, any (A)) notice to Executive of non-renewal of the term of this Agreement (B) failure to reappoint Executive as Executive Vice President and Chief Financial Officer, unless consented to by the Executive, a (C) material change in Executive’s functionfunctions, duties, or responsibilitiesresponsibilities with the Bank, the Company or its subsidiaries, which change would cause Executive’s position position(s) to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Paragraphs Section 1 and 2, above, (any such material change shall be deemed a continuing breach of this Agreement); (B) a relocation of Executive’s principal place of employment by more than fifty(50) miles from its location at the effective date of this Agreement, or a (D) material reduction in the benefits and perquisites provided to Executive from those being provided as of the effective date of this Agreement; , except to the extent such coverage may be changed in its application to all Bank employees, (CE) the liquidation or dissolution of the Company or the Bank; , or (DF) any breach of this Agreement by the BankBank or Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D), (E) or (DF), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice to the Bank given within a reasonable period of time not to exceed, except in case of a continuing breach, four six (4)calendar 6) full calendar months after the event giving rise to said Executive’s right to electelect to terminate his employment.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive’s 's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the termination of Executive’s full-time employment hereunder due to expiration of this Agreement pursuant to Paragraph 2(a); (ii) the termination by the Bank or the Company of Executive’s 's full-time employment hereunder for any reason other than a Change in Control (A) termination for Cause (as defined in Paragraph 5(aSection 8 hereof), (B) hereof or for Cause upon Retirement (as defined in Paragraph 8 hereof; disability, as defined in Paragraph 6(a) hereof; death; retirement, as defined in Paragraph Section 7 hereof), or (C) for Disability (as set forth in Section 6 hereof); (iiiii) Executive’s 's resignation from the Bank’s employment, upon 's employ following (A)) any failure to elect or reelect or to appoint or reappoint Executive to the Executive Position, unless consented to by the Executive, (B) a material change in Executive’s 's function, duties, or responsibilities, which change would cause Executive’s 's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Paragraphs Section 1 and 2, above, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement); , (BC) a relocation of Executive’s 's principal place of employment by to a location more than fifty(50) 30 miles from its location at outside the effective date City of this AgreementWooster, or a material reduction in the benefits and perquisites perquisites, including Base Salary, to the Executive from those being provided as of the effective date of this Agreement; Agreement (Cexcept for any reduction that is part of an employee-wide reduction in pay or benefits), (D) the a liquidation or dissolution of the Bank; Bank or the Company, or (DE) any material breach of this Agreement by the Bank; and (iii) the event specified in Section 4(b) hereof. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D) or (D), E) above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty thirty (6030) days prior written notice to the Bank given within a reasonable period of time (not to exceed, except in case of a continuing breach, four (4)calendar months calendar months) after the event giving rise to said right to elect, which termination by Executive shall be an Event of Termination. No payments or benefits shall be due to Executive under this Agreement upon the termination of Executive's employment except as provided in Sections 3, 4, 5 or 6 hereof.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive’s term of employment under this Agreement, the provisions of this Section Paragraph shall apply. As used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the termination by the Corporation of Executive’s full-time employment hereunder due to expiration of this Agreement pursuant to Paragraph 2(a); (ii) the termination by the Bank of Executive’s full-time fulltime employment hereunder for any reason other than than: a Change in Control as defined in Paragraph 5(a) hereof or for Cause as defined in Paragraph 8 hereof; disability, as defined in Paragraph 6(a) hereof; death; retirement, as defined in Paragraph 7 hereof; or for Cause, as defined in Paragraph 8 hereof; or (iiiii) Executive’s resignation from the BankCorporation’s employment, upon (A), unless consented to by the Executive, Executive upon (A) a material change in Executive’s function, duties, or responsibilities, which change would cause Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Paragraphs 1 and 2, above, 2 above (any such material change shall be deemed a continuing breach of this Agreement); (B) a relocation of Executive’s principal place of employment by more than fifty(50fifty (50) miles from its location at the effective date of this Agreement, or a material reduction in the benefits and perquisites to Executive from those being provided as of the effective date of this Agreement; (C) the liquidation or dissolution of the BankCorporation; or (D) any breach of this Agreement by the BankCorporation. Upon the occurrence of any event described in clauses (A), (B), (C), ) or (D), ) above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice to the Bank Corporation given within a reasonable period of time (not to exceed, except in case of a Corporation’s continuing breach, four (4)calendar months 4) calendar months) after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive’s term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the termination termination, as defined in Treasury Regulation Section 1.409A-1(h)(1)(ii), by the Bank or the Holding Company of Executive’s full-time employment hereunder due to expiration of this Agreement pursuant to Paragraph 2(a); (ii) the termination by the Bank of Executive’s full-time employment employment, hereunder for any reason other than a Change in Control termination governed by Section 5(a) hereof, death, retirement (as defined in Paragraph 5(athe Bank’s employee handbook) hereof or Termination for Cause as defined in Paragraph 8 hereof; disabilityCause, as defined in Paragraph 6(a) hereof; death; retirement, as defined in Paragraph Section 7 hereof; (iiiii) Executive’s resignation from the Bank’s employmentemploy, as defined in Treasury Regulation Section 1.409A-1(h)(1)(ii), upon (A)) any failure to elect or reelect or to appoint or reappoint Executive as , unless consented to by the Executive, (B) a material change in Executive’s function, duties, or responsibilities, which change would cause Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Paragraphs 1 and 2Section 1, above, unless consented to by Executive, (any such material change shall be deemed a continuing breach of this Agreement); (BC) a relocation of Executive’s principal place of employment by more than fifty(50) 25 miles from its location at the effective date of this Agreement, or unless consented to by Executive, (D) a material reduction in the benefits and perquisites to Executive from those being provided as of the effective date of this Agreement; (C) the liquidation or dissolution of the Bank; , unless consented to by Executive, or (DE) any breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses (A), (B), (C), (D), or (DE), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice to the Bank given within a reasonable period of time not to exceed, except in case of a continuing breach, four six (4)calendar 6) full months after the event giving rise to said right to elect; provided, however, an Event of Termination shall not be deemed to have occurred if, during such sixty (60) day notice period, the circumstances giving grounds to the Event of Termination are cured in a manner determined by Executive, in his discretion, to be satisfactory.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive’s term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the termination of Executive’s full-time employment hereunder due to expiration of this Agreement pursuant to Paragraph 2(a); (ii) the termination by the Bank Holding Company of Executive’s full-time employment hereunder for any reason other than a Change in Control as defined in Paragraph termination governed by Section 5(a) hereof hereof, or for Cause as defined in Paragraph 8 hereof; disabilityCause, as defined in Paragraph 6(a) hereof; death; retirement, as defined in Paragraph Section 7 hereof; (iiiii) Executive’s resignation from the BankHolding Company’s employmentemploy, upon upon, any (A), ) failure to elect or reelect or to appoint or reappoint Executive as Chief Operating Officer and President unless consented to by the Executive, (B) a material change in Executive’s function, duties, or responsibilitiesresponsibilities with the Holding Company or its Subsidiaries, which change would cause Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Paragraphs 1 and 2Section 1, above, unless consented to by Executive, (any such material change shall be deemed a continuing breach of this Agreement); (BC) a relocation of Executive’s principal place of employment by more than fifty(50) 30 miles from its location at the effective date of this Agreement, or unless consented to by Executive, (D) a material reduction in the benefits and perquisites to Executive from those being provided as of the effective date of this Agreement; , unless consented to by Executive, (CE) the a liquidation or dissolution of the Bank; Holding Company or the Institution, or (DF) any breach of this Agreement by the BankHolding Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D), (E) or (DF), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice to the Bank given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4)calendar six full calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the ExecutiveEXECUTIVE’s term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: ; (i) the termination of Executive’s full-time employment hereunder due to expiration of this Agreement pursuant to Paragraph 2(a); (ii) the termination by the Bank BANK of ExecutiveEXECUTIVE’s full-time employment hereunder for any reason other than a Change in Control (except termination for cause as defined in Paragraph 5(a) hereof or for Cause as defined in Paragraph 8 Section 7 hereof; ): disability, as defined in Paragraph 6(aSection 5(a) hereof; death; resignation or retirement, as defined in Paragraph 7 Section 6 hereof; (iiiii) ExecutiveEXECUTIVE’s resignation from the BankBANK’s employmentemploy, upon (A), ) (unless consented to by the Executive, EXECUTIVE) a material change in ExecutiveEXECUTIVE’s function, duties, title or responsibilities, which change would cause ExecutiveEXECUTIVE’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Paragraphs Sections 1 and 2, above, above (any such material change shall be deemed a continuing breach of this Agreement); , (B) (unless consented to by EXECUTIVE) a relocation of ExecutiveEXECUTIVE’s principal place of employment by more than fifty(50) 50 miles from its location at the effective date of this Agreement, or or, without EXECUTIVE’s consent, a material reduction in the benefits and perquisites to Executive EXECUTIVE from those being provided as of the effective date of this Agreement; , (C) the liquidation or dissolution of the Bank; BANK, or (D) any breach of this Agreement by the BankBANK. Upon the occurrence of any event described in clauses (A), (B), (C), or (D), above, Executive EXECUTIVE shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice to the Bank given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4)calendar 4) calendar months after the event giving rise to said such right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive’s EXECUTIVE's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an “"Event of Termination” " shall mean and include any one or more of the following: (i) the termination of Executive’s full-time employment hereunder due to expiration of this Agreement pursuant to Paragraph 2(a); (ii) the termination by the Bank BANK of Executive’s EXECUTIVE's full-time employment hereunder for any reason other than a Change in Control Control, as defined in Paragraph Section 5(a) hereof or for Cause as defined in Paragraph 8 hereof; disability, as defined in Paragraph Section 6(a) hereof; death; retirement, as defined in Paragraph Section 7 hereof; or Termination for Cause, as defined in Section 8 hereof; (iiiii) Executive’s EXECUTIVE's resignation from the Bank’s employmentBANK's employ, upon (A), ) unless consented to by the ExecutiveEXECUTIVE, a material change in Executive’s EXECUTIVE's function, duties, or responsibilities, which change would cause Executive’s EXECUTIVE's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Paragraphs Sections 1 and 2, above, (any such material change shall be deemed a continuing breach of this Agreement); , (B) a relocation of Executive’s EXECUTIVE's principal place of employment by more than fifty(50) 25 miles from its location at the effective date of this Agreement, or a material reduction in the benefits and perquisites to Executive EXECUTIVE from those being provided as of the effective date of this Agreement; , (C) the liquidation or dissolution of the Bank; BANK, or (D) any material breach of this Agreement by the BankBANK. Upon the occurrence of any event described in clauses (A), (B), (C), ) or (D), above, Executive EXECUTIVE shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice to the Bank given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4)calendar 4) calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive’s 's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an “Event of Termination” Termination shall mean and include any one or more of the following: (i) the termination of Executive’s 's full-time employment hereunder due to expiration of this Agreement pursuant to Paragraph 2(a); (ii) the termination by the Bank of Executive’s 's full-time employment hereunder for any reason other than a Change in Control as defined in Paragraph 5(a) hereof or for Cause as defined in Paragraph 8 hereof; hereof-, disability, as defined in Paragraph 6(a) hereof; hereof-, death; retirement, as defined in Paragraph Section 7 hereof; for Cause, as defined in Section 8 hereof; or termination by the Executive except as set for in (iii) hereof; (iii) Executive’s 's resignation from the Bank’s 's employment, upon (A), unless consented to by the Executive, a material change in Executive’s 's function, duties, or responsibilities, which change would cause Executive’s 's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Paragraphs 1 Sections I and 2, above, (any such material change shall be deemed a continuing breach of this Agreement); (B) a relocation of Executive’s 's principal place of employment by more than fifty(50forty (40) miles from its location at the effective date of this Agreement, or a material reduction in the benefits and perquisites to Executive from those being provided as of the effective date of this Agreement; (C) the liquidation or dissolution of the Bank; or (D) any breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses (A), (B), (C), ) or (D), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice to the Bank given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4)calendar 4) calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive’s term of employment under this Agreement, the provisions of this Section section shall apply. As used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the termination of Executive’s full-time employment hereunder due to expiration of this Agreement pursuant to Paragraph 2(a); (ii) the termination by the Bank of Executive’s full-time employment hereunder for any reason other than a Change in Control as defined in Paragraph 5(a) hereof or termination for Cause as defined in Paragraph 8 hereof; disabilityCause, as defined in Paragraph 6(a) Section 8 hereof; death; retirement, or a termination upon Retirement as defined in Paragraph Section 7 hereof, or a termination for disability as set forth in Section 6 hereof; and (iiiii) to the extent permitted under Code section 409A, Executive’s resignation from the Bank’s employmentemploy, upon any of the following: (A)) failure to elect or reelect or to appoint or reappoint Executive to Executive Position, unless consented to by the Executive, (B) a material change in Executive’s function, duties, or responsibilities, which change would cause Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Paragraphs Sections 1 and 2, 2 above, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement); , (BC) a relocation of Executive’s principal place of employment by to a location that is more than fifty(50) 25 miles from its the location at of the effective Bank’s principal executive offices as of the date of this Agreement, or a material reduction in the benefits and perquisites perquisites, including Base Salary, to Executive from those being provided as of the effective date of this Agreement; Agreement (Cexcept for any reduction that is part of an employee-wide reduction in pay or benefits), (D) the a liquidation or dissolution of the Bank; , or (DE) any material breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D) or (D), E) above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty thirty (6030) days prior written notice to the Bank given within a reasonable period of time (not to exceed, except in case of a continuing breach, four (4)calendar months calendar months) after the event giving rise to said right to elect, which termination by Executive shall be an Event of Termination. No payments or benefits shall be due to Executive under this Agreement upon the termination of Executive’s employment except as provided in Section 4 or 5 hereof.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive’s term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the termination of Executive’s full-time employment hereunder due to expiration of this Agreement pursuant to Paragraph 2(a); (ii) the termination by the Bank Holding Company of Executive’s full-time employment hereunder for any reason other than a Change in Control as defined in Paragraph termination governed by Section 5(a) hereof hereof, or Termination for Cause as defined in Paragraph 8 hereof; disabilityCause, as defined in Paragraph 6(a) hereof; death; retirement, as defined in Paragraph Section 7 hereof; (iiiii) Executive’s resignation from the BankHolding Company’s employment, employ upon (A)) any failure to elect or reelect or to appoint or reappoint Executive as President and Chief Executive Officer, unless consented to by the Executive, (B) a material change in Executive’s function, duties, or responsibilitiesresponsibilities with the Holding Company or its Subsidiaries, which change would cause Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Paragraphs 1 and 2Section 1, above, unless consented to by the Executive, (any such material change shall be deemed a continuing breach of this Agreement); (BC) a relocation of Executive’s principal place of employment by more than fifty(50) 50 miles from its location at the effective date of this Agreement, or unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to the Executive from those being provided as of the effective date of this Agreement; , unless consented to by the Executive, (CE) the a liquidation or dissolution of the Bank; Holding Company or the Institution, or (DF) any breach of this Agreement by the BankHolding Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D), (E) or (DF), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice. Such election to terminate shall be deemed to be an involuntary termination provided that (i) the Executive provides notice to the Bank given Holding Company of the existence of one of the conditions described above within ninety days of the initial existence of the condition and the Holding Company shall be provided with a reasonable period of time thirty days during which it may remedy the condition and not to exceedpay the payment provided in part (b) below or provide the coverage provided in part (c) below, except in case and (ii) the Date of a continuing breach, four (4)calendar months after Termination is within two years of the event giving rise to said right to electinitial existence of the condition.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive’s term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the termination of Executive’s full-time employment hereunder due to expiration of this Agreement pursuant to Paragraph 2(a); (ii) the termination by the Bank of the Executive’s full-time employment hereunder for any reason other than a Change in Control as defined in Paragraph termination governed by Section 5(a) hereof hereof, a termination for events governed by Section 11 hereof, or Termination for Cause as defined in Paragraph 8 hereof; disabilityCause, as defined in Paragraph 6(a) hereof; death; retirement, as defined in Paragraph Section 7 hereof; (iiiii) the Executive’s resignation from the Bank’s employment, employ upon any (A)) failure to elect or reelect or to appoint or reappoint the Executive as President and Chief Operating Officer, unless consented to by the Executive, (B) a material change in the Executive’s function, duties, or responsibilities, which change would cause the Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Paragraphs Section 1 and 2, above, unless consented to by the Executive, (any such material change shall be deemed a continuing breach of this Agreement); (BC) a relocation of the Executive’s principal place of employment by more than fifty(50) 60 miles from its location at the effective date of this Agreement, or unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to the Executive from those being provided as of the effective date of this Agreement; (C) , unless consented to by the liquidation or dissolution of the Bank; Executive, or (DE) any a breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses (A), (B), (C), (D) or (D), E) above, the Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice to the Bank given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4)calendar six full months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive’s 's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the termination of Executive’s full-time employment hereunder due to expiration of this Agreement pursuant to Paragraph 2(a); (ii) the termination by the Bank or the Company of Executive’s 's full-time employment hereunder for any reason other than a Change in Control (A) termination for Cause (as defined in Paragraph 5(aSection 8 hereof), (B) hereof or for Cause upon Retirement (as defined in Paragraph 8 hereof; disability, as defined in Paragraph 6(a) hereof; death; retirement, as defined in Paragraph Section 7 hereof), or (C) for Disability (as set forth in Section 6 hereof); (iiiii) Executive’s 's resignation from the Bank’s employment, upon 's employ following (A)) any failure to elect or reelect or to appoint or reappoint Executive to the Executive Position, unless consented to by the Executive, (B) a material change in Executive’s 's function, duties, or responsibilities, which change would cause Executive’s 's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Paragraphs Section 1 and 2, above, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement); , (BC) a relocation of Executive’s 's principal place of employment by to a location more than fifty(50) 30 miles from its location at outside the effective date City of this AgreementWooster, or a material reduction in the benefits and perquisites perquisites, including Base Salary, to the Executive from those being provided as of the effective date of this Agreement; Agreement (Cexcept for any reduction that is part of an employee-wide reduction in pay or benefits), (D) the a liquidation or dissolution of the Bank; Bank or the Company, or (DE) any material breach of this Agreement by the Bank; and (iii) the event specified in Section 4(b) hereof. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D) or (D), E) above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty thirty (6030) days prior written notice to the Bank given within a reasonable period of time (not to exceed, except in case of a continuing breach, four (4)calendar months calendar months) after the event giving rise to said right to elect, which termination by Executive shall be an Event of Termination. No payments or benefits shall be due to Executive under this Agreement upon the termination of Executive's employment except as provided in Xxxxxxxx 0, 0, 0 xx 0 xxxxxx.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive’s term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the termination of Executive’s full-time employment hereunder due to expiration of this Agreement pursuant to Paragraph 2(a); (ii) the termination by the Bank or the Holding Company of Executive’s full-time employment hereunder for any reason other than a Change in Control as defined in Paragraph termination governed by Section 5(a) hereof hereof, or Termination for Cause as defined in Paragraph 8 hereof; disabilityCause, as defined in Paragraph 6(a) hereof; death; retirement, as defined in Paragraph Section 7 hereof; (iiiii) Executive’s resignation from the Bank’s employment, employ upon (A)) any failure to elect or reelect or to appoint or reappoint Executive as President and Chief Executive Officer, unless consented to by the Executive, (B) a material change in Executive’s function, duties, or responsibilitiesresponsibilities with the Bank, which change would cause Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Paragraphs 1 and 2Section 1, above, unless consented to by Executive, (any such material change shall be deemed a continuing breach of this Agreement); (BC) a relocation of Executive’s principal place of employment by more than fifty(50) 50 miles from its location at the effective date of this Agreement, or unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to the Executive from those being provided as of the effective date of this Agreement; , unless consented to by the Executive, (CE) the a liquidation or dissolution of the Bank; Bank or Holding Company, or (DF) any breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses (A), (B), (C), (D), (E) or (DF), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice to the Bank given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4)calendar six full calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive’s term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the termination of Executive’s full-time employment hereunder due to expiration of this Agreement pursuant to Paragraph 2(a); (ii) the termination by the Bank of Executive’s full-time employment hereunder for any reason other than a Change in Control as defined in Paragraph 5(a) hereof or for Cause as defined in Paragraph 8 hereof; disability, as defined in Paragraph 6(a) hereof; death; retirement, as defined in Paragraph 7 hereof; or for Cause, as defined in Paragraph 8 hereof; (iii) Executive’s resignation from the Bank’s employment, upon (A), unless consented to by the Executive, a material change in Executive’s function, duties, or responsibilities, which change would cause Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Paragraphs 1 and 2, above, (any such material change shall be deemed a continuing breach of this Agreement); (B) a relocation of Executive’s principal place of employment by more than fifty(50) miles from its location at the effective date of this Agreement, or a material reduction in the benefits and perquisites to Executive from those being provided as of the effective date of this Agreement; (C) the liquidation or dissolution of the Bank; or (D) any breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses (A), (B), (C), or (D), above, Executive shall have the right to elect to terminate his her employment under this Agreement by resignation upon not less than sixty (60) days prior written notice to the Bank given give n within a reasonable period of time not to exceed, except in case of a continuing breach, four (4)calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive’s term of employment under this Agreement, the provisions of this Section 4 shall apply. As Unless Executive otherwise agrees, as used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the termination by the Company of Executive’s full-time employment hereunder due to expiration of this Agreement pursuant to Paragraph 2(a); (ii) the termination by the Bank of Executive’s full-time employment hereunder for any reason other than a Change in Control as defined in Paragraph 5(a) hereof termination governed by Section 7 of this Agreement; or for Cause as defined in Paragraph 8 hereof; disability, as defined in Paragraph 6(a) hereof; death; retirement, as defined in Paragraph 7 hereof; (iiiii) Executive’s resignation from the Bank’s employmentCompany, upon upon, any (A)) notice to Executive of non-renewal of the term of this Agreement (B) failure to reappoint Executive as President and Chief Executive Officer, unless consented to by the Executive, a (C) material change in Executive’s function, function duties, or responsibilitiesresponsibilities with the Company or its subsidiaries, which change would cause Executive’s position position(s) to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Paragraphs Section 1 and 2, above, (any such material change shall be deemed a continuing breach of this Agreement); , (BD) a relocation of Executive’s principal place of employment by more than fifty(50twenty-five (25) miles from its location at the effective date Effective Date of this Agreement, or a (E) material reduction in the benefits and perquisites to Executive from those being provided as of the effective date Effective Date of this Agreement (except as provided for in Section 3(g) of this Agreement; ), (CF) the liquidation or dissolution of the Company or the Bank; , or (DG) any breach of this Agreement by the BankCompany. Upon the occurrence of any event described in clauses (A), (B), (C), (D), (E), (F) or (DG), above, Executive shall have the right to elect to terminate his her employment under this Agreement by resignation upon not less than sixty (60) days prior written notice to the Bank given within a reasonable period of time not to exceed, except in case of a continuing breach, four six (4)calendar 6) full calendar months after the event giving rise to said Executive’s right to electelect to terminate her employment.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive’s 's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an “Event of Termination” Termination shall mean and include any one or more of the following: (i) the termination of Executive’s 's full-time employment hereunder due to expiration of this Agreement pursuant to Paragraph 2(a); (ii) the termination by the Bank of Executive’s 's full-time employment hereunder for any reason other than a Change in Control as defined in Paragraph 5(a) hereof or for Cause as defined in Paragraph 8 hereof; disability, as defined in Paragraph 6(a) hereof; death; retirement, as defined in Paragraph Section 7 hereof; for Cause, as defined in Section 8 hereof; or termination by the Executive except as set for in (iii) hereof; (iii) Executive’s 's resignation from the Bank’s 's employment, upon (A), unless consented to by the Executive, a material change in Executive’s 's function, duties, or responsibilities, which change would cause Executive’s 's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Paragraphs Sections 1 and 2, above, (any such material change shall be deemed a continuing breach of this Agreement); (B) a relocation of Executive’s 's principal place of employment by more than fifty(50forty (40) miles from its location at the effective date of this Agreement, or a material reduction in the benefits and perquisites to Executive from those being provided as of the effective date of this Agreement; (C) the liquidation or dissolution of the Bank; or (D) any breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses (A), (B), (C), ) or (D), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice to the Bank given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4)calendar 4) calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive’s term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the termination of Executive’s full-time employment hereunder due to expiration of this Agreement pursuant to Paragraph 2(a); (ii) the termination by the Bank Holding Company of Executive’s full-time employment hereunder for any reason other than a Change in Control as defined in Paragraph termination governed by Section 5(a) hereof hereof, or for Cause as defined in Paragraph 8 hereof; disabilityCause, as defined in Paragraph 6(a) hereof; death; retirement, as defined in Paragraph Section 7 hereof; or (iiiii) Executive’s resignation from the BankHolding Company’s employment, upon employ for “Good Reason,” which shall mean without Executive’s consent (A), unless consented to by the Executive, ) a material change in reduction of Executive’s functionauthority, dutiesduties or responsibilities with respect to the Holding Company or its Subsidiaries, including the failure to elect or responsibilities, which change would cause Executive’s position reelect or to become one of lesser responsibility, importance, appoint or scope from the position and attributes thereof described in Paragraphs 1 and 2, above, (any such material change shall be deemed a continuing breach of this Agreement)reappoint Executive as ; (B) a relocation material reduction of Executive’s principal place of employment by more than fifty(50) miles from its location at the effective date of this Agreement, salary; or a material reduction in the benefits and perquisites to Executive from those being provided as of the effective date of this Agreement; (C) a material change the liquidation or dissolution of geographic location at which the BankExecutive must perform his services to the Holding Company; or (D) any a material breach of this Agreement by the BankAgreement. Upon the occurrence of any event described in clauses (A), (B), (C), or ) through (D), above, ) above constituting “Good Reason,” Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice to the Bank given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4)calendar six months after initial existence of the event giving rise to said right to electresign; provided that within 30 days after the initial existence of the basis for resignation Executive has provided the Holding Company written notice of the circumstances providing the basis for resigning on account of “Good Reason” and the Holding Company has failed to remedy such circumstances within 30 days after receiving such notice. A resignation by Executive without complying with the notice and opportunity to remedy provisions in this Agreement shall not constitute a resignation for “Good Reason” for any purpose of this Agreement.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive’s term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the termination of Executive’s full-time employment hereunder due to expiration of this Agreement pursuant to Paragraph 2(a); (ii) the termination by the Bank Holding Company of Executive’s full-time employment hereunder for any reason other than a Change in Control as defined in Paragraph termination governed by Section 5(a) hereof hereof, or for Cause as defined in Paragraph 8 hereof; disabilityCause, as defined in Paragraph 6(a) hereof; death; retirement, as defined in Paragraph Section 7 hereof; (iiiii) Executive’s resignation from the BankHolding Company’s employmentemploy, upon upon, any (A)) failure to elect or reelect or to appoint or reappoint Executive as Senior Vice President, Treasurer and Chief Financial Officer, unless consented to by the Executive, (B) a material change in Executive’s function, duties, or responsibilitiesresponsibilities with the Holding Company or its Subsidiaries, which change would cause Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Paragraphs 1 and 2Section 1, above, unless consented to by Executive, (any such material change shall be deemed a continuing breach of this Agreement); (BC) a relocation of Executive’s principal place of employment by more than fifty(50) 30 miles from its location at the effective date of this Agreement, or unless consented to by Executive, (D) a material reduction in the benefits and perquisites to Executive from those being provided as of the effective date of this Agreement; , unless consented to by Executive, (CE) the a liquidation or dissolution of the Bank; Holding Company or the Institution, or (DF) any breach of this Agreement by the BankHolding Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D), (E) or (DF), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice to the Bank given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4)calendar six full calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive’s term of employment under this Agreement, the provisions of this Section section shall apply. As used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the termination of Executive’s full-time employment hereunder due to expiration of this Agreement pursuant to Paragraph 2(a); (ii) the termination by the Bank of Executive’s full-time employment hereunder for any reason other than a Change in Control as defined in Paragraph 5(a) hereof or termination for Cause as defined in Paragraph 8 hereof; disabilityCause, as defined in Paragraph 6(a) Section 8 hereof; death; retirement, or a termination upon Retirement as defined in Paragraph Section 7 hereof, or a termination for disability as set forth in Section 6 hereof; and (iiiii) to the extent permitted under Code section 409A, Executive’s resignation from the Bank’s employmentemploy, upon any of the following: (A)) failure to elect or reelect or to appoint or reappoint Executive to Executive Position, or to elect Executive to the Board of Directors of Bank, unless consented to by the Executive, (B) a material change in Executive’s function, duties, or responsibilities, which change would cause Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Paragraphs Sections 1 and 2, 2 above, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement); , (BC) a relocation of Executive’s principal place of employment by to a location that is more than fifty(50) 25 miles from its the location at of the effective Bank’s principal executive offices as of the date of this Agreement, or a material reduction in the benefits and perquisites perquisites, including Base Salary, to Executive from those being provided as of the effective date of this Agreement; Agreement (Cexcept for any reduction that is part of an employee-wide reduction in pay or benefits), (D) the a liquidation or dissolution of the Bank; , or (DE) any material breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D) or (D), E) above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty thirty (6030) days prior written notice to the Bank given within a reasonable period of time (not to exceed, except in case of a continuing breach, four (4)calendar months calendar months) after the event giving rise to said right to elect, which termination by Executive shall be an Event of Termination. No payments or benefits shall be due to Executive under this Agreement upon the termination of Executive’s employment except as provided in Section 4 or 5 hereof.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive’s term of employment under this Agreement, the provisions of this Section 4 shall apply. As Unless Executive otherwise agrees, as used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the termination by the Company of Executive’s full-time employment hereunder due to expiration of this Agreement pursuant to Paragraph 2(a); (ii) the termination by the Bank of Executive’s full-time employment hereunder for any reason other than a Change in Control as defined in Paragraph 5(a) hereof termination governed by Section 7 of this Agreement; or for Cause as defined in Paragraph 8 hereof; disability, as defined in Paragraph 6(a) hereof; death; retirement, as defined in Paragraph 7 hereof; (iiiii) Executive’s resignation from the Bank’s employmentCompany, upon upon, any (A)) notice to Executive of non-renewal of the term of this Agreement (B) failure to reappoint Executive as Chairman of the Board, unless consented to by the Executive, a (C) material change in Executive’s function, duties, or responsibilitiesresponsibilities with the Company or its subsidiaries, which change would cause Executive’s position position(s) to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Paragraphs Section 1 and 2, above, (any such material change shall be deemed a continuing breach of this Agreement); , (BD) a relocation of Executive’s principal place of employment by more than fifty(50twenty-five (25) miles from its location at the effective date Effective Date of this Agreement, or a (E) material reduction in the benefits and perquisites to Executive from those being provided as of the effective date Effective Date of this Agreement (except as provided for in Section 3(g) of this Agreement; ), (CF) the liquidation or dissolution of the Company or the Bank; , or (DG) any breach of this Agreement by the BankCompany. Upon the occurrence of any event described in clauses (A), (B), (C), (D), (E), (F) or (DG), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice to the Bank given within a reasonable period of time not to exceed, except in case of a continuing breach, four six (4)calendar 6) full calendar months after the event giving rise to said Executive’s right to electelect to terminate his employment.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive’s 's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an “"Event of Termination” " shall mean and include any one or more of the following: (i) the termination by the Holding Company of Executive’s full-time employment hereunder due to expiration of this Agreement pursuant to Paragraph 2(a); (ii) the termination by the Bank of Executive’s full-'s full- time employment hereunder for any reason other than a Change in Control as defined in Paragraph termination governed by Section 5(a) hereof hereof, or for Cause as defined in Paragraph 8 hereof; disabilityCause, as defined in Paragraph 6(a) hereof; death; retirement, as defined in Paragraph Section 7 hereof; (iiiii) Executive’s 's resignation from the Bank’s employmentHolding Company's employ, upon upon, any (A)) failure to elect or reelect or to appoint or reappoint Executive as Chief Financial Officer, Treasurer and Corporate Secretary, unless consented to by the Executive, (B) a material change in Executive’s 's function, duties, or responsibilitiesresponsibilities with the Holding Company or its Subsidiaries, which change would cause Executive’s 's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Paragraphs 1 and 2Section 1, above, unless consented to by the Executive, (any such material change shall be deemed a continuing breach of this Agreement); (BC) a relocation of Executive’s 's principal place of employment by more than fifty(50) 25 miles from its location at the effective date of this Agreement, or unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to the Executive from those being provided as of the effective date of this Agreement; , unless consented to by the Executive, (CE) the a liquidation or dissolution of the Bank; Holding Company or the Institution, or (DF) any breach of this Agreement by the BankHolding Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D), (E) or (DF), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice to the Bank given within a reasonable period of time not to exceed, except in case of a continuing breach, four six (4)calendar 6) full calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive’s term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the termination termination, as defined in Treasury Regulation Section 1.409A-1(h)(1)(ii), by the Holding Company of Executive’s full-time employment hereunder due to expiration of this Agreement pursuant to Paragraph 2(a); (ii) the termination by the Bank of Executive’s full-time employment employment, hereunder for any reason other than a Change in Control termination governed by Section 5(a) hereof, death, retirement (as defined in Paragraph 5(athe Institution’s employee handbook) hereof or for Cause as defined in Paragraph 8 hereof; disabilityCause, as defined in Paragraph 6(a) hereof; death; retirement, as defined in Paragraph Section 7 hereof; (iiiii) Executive’s resignation from the BankHolding Company’s employmentemploy, upon as defined in Treasury Regulation Section 1.409A-1(h)(1)(ii), upon, (A)) any failure to elect or reelect or to appoint or reappoint Executive as , unless consented to by the Executive, (B) a material change in Executive’s function, duties, or responsibilitiesresponsibilities with the Holding Company or its Subsidiaries, which change would cause Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Paragraphs 1 and 2Section 1, above, unless consented to by Executive, (any such material change shall be deemed a continuing breach of this Agreement); (BC) a relocation of Executive’s principal place of employment by more than fifty(50) 25 miles from its location at the effective date of this Agreement, or unless consented to by Executive, (D) a material reduction in the benefits and perquisites to Executive from those being provided as of the effective date of this Agreement; (C) the liquidation or dissolution of the Bank; , unless consented to by Executive, or (DE) any breach of this Agreement by the BankHolding Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D) or (DE), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice to the Bank given within a reasonable period of time not to exceed, except in case of a continuing breach, four six (4)calendar 6) full calendar months after the event giving rise to said right to elect; provided, however, an Event of Termination shall not be deemed to have occurred if, during the sixty (60) day notice period, the circumstances giving grounds to the Event of Termination are cured in a manner determined by Executive, in his discretion, to be satisfactory.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive’s term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the termination of Executive’s full-time employment hereunder due to expiration of this Agreement pursuant to Paragraph 2(a); (ii) the termination by the Bank or the Holding Company of Executive’s full-time employment hereunder for any reason other than a Change in Control termination governed by Section 5(a) hereof, death, retirement (as defined in Paragraph 5(athe Bank’s employee handbook) hereof or Termination for Cause as defined in Paragraph 8 hereof; disabilityCause, as defined in Paragraph 6(a) hereof; death; retirement, as defined in Paragraph Section 7 hereof; (iiiii) Executive’s resignation from the Bank’s employment, employ upon any (A)) failure to elect or reelect or to appoint or reappoint Executive as [ ], unless consented to by the Executive, (B) a material change in Executive’s function, duties, or responsibilities, which change would cause Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Paragraphs 1 and 2Section 1, above, unless consented to by Executive, (any such material change shall be deemed a continuing breach of this Agreement); (BC) a relocation of Executive’s principal place of employment by more than fifty(50) 25 miles from its location at the effective date of this Agreement, or unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to the Executive from those being provided as of the effective date of this Agreement; (C) , unless consented to by the liquidation or dissolution of the Bank; Executive, or (DE) any breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses (A), (B), (C), (D), or (DE), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice to the Bank given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4)calendar six full months after the event giving rise to said right to elect; provided, however, an Event of Termination shall not be deemed to have occurred if, during such sixty (60) day notice period, the circumstances giving grounds to the Event of Termination are cured in a manner determined by the Executive, in his discretion, to be satisfactory.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive’s term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the termination of Executive’s full-time employment hereunder due to expiration of this Agreement pursuant to Paragraph 2(a); (ii) the termination by the Bank or the Holding Company of Executive’s full-time employment hereunder for any reason other than a Change in Control as defined in Paragraph termination governed by Section 5(a) hereof hereof, or Termination for Cause as defined in Paragraph 8 hereof; disabilityCause, as defined in Paragraph 6(a) hereof; death; retirement, as defined in Paragraph Section 7 hereof; (iiiii) Executive’s resignation from the Bank’s employment, employ upon any (A)) failure to elect or reelect or to appoint or reappoint Executive as Executive Vice President and Chief Lending Officer, unless consented to by the Executive, (B) a material change in Executive’s function, duties, or responsibilities, which change would cause Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Paragraphs 1 and 2Section 1, above, unless consented to by Executive, (any such material change shall be deemed a continuing breach of this Agreement); (BC) a relocation of Executive’s principal place of employment by more than fifty(50) 25 miles from its location at the effective date of this Agreement, or unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to the Executive from those being provided as of the effective date of this Agreement; , unless consented to by the Executive, or (CE) the a liquidation or dissolution of the Bank; Bank or Holding Company, or (DF) any breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses (A), (B), (C), (D), (E) or (DF), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice to the Bank given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4)calendar six full months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive’s 's term of employment under this Agreement, the provisions of this Section 4 shall apply. As used in this Agreement, an “"Event of Termination” " shall mean and include any one or more of the following: (i) the termination of Executive’s full-time employment hereunder due to expiration of this Agreement pursuant to Paragraph 2(a); (ii) the termination by the Bank or the Company of Executive’s 's full-time employment hereunder for any reason other than a Change in Control (A) termination for Cause (as defined in Paragraph 5(aSection 8 hereof), (B) hereof or for Cause upon Retirement (as defined in Paragraph 8 Section 7 hereof; disability), (C) for Disability (as defined set forth in Paragraph 6(aSection 6 hereof) hereof; or Executive’s death; retirement, as defined in Paragraph 7 hereof; (iiiii) Executive’s 's resignation from the Bank’s employment, upon 's employ following (A), unless consented to by the Executive, ) a material change in Executive’s 's function, duties, or responsibilities, which change would cause Executive’s 's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Paragraphs Section 1 and 2, above, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement); , (B) a relocation of Executive’s 's principal place of employment by to a location more than fifty(50) 30 miles from its location at outside the effective date City of this AgreementWooster, or a material reduction in the benefits and perquisites perquisites, including Base Salary, to the Executive from those being provided as of the effective date of this Agreement; Agreement (except for any reduction that is part of an employee-wide reduction in pay or benefits), (C) the a liquidation or dissolution of the Bank; Bank or the Company, or (D) any material breach of this Agreement by the Bank; and (iii) the event specified in Section 4(b) hereof. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), ) or (D), ) above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty thirty (6030) days prior written notice to the Bank given within a reasonable period of time (not to exceed, except in case of a continuing breach, four (4)calendar months calendar months) after the event giving rise to said right to elect, which termination by Executive shall be an Event of Termination. No payments or benefits shall be due to Executive under this Agreement upon the termination of Executive's employment except as provided in Xxxxxxxx 0, 0, 0 xx 0 xxxxxx.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive’s term of employment under this Agreement, the provisions of this Section section shall apply. As used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the termination of Executive’s full-time employment hereunder due to expiration of this Agreement pursuant to Paragraph 2(a); (ii) the termination by the Bank of Executive’s full-time employment hereunder for any reason other than a Change in Control as defined in Paragraph 5(a) hereof or termination for Cause as defined in Paragraph 8 hereof; disabilityCause, as defined in Paragraph Section 8 hereof, or a termination upon Retirement as defined in Section 7 hereof, or a termination for Disability as set forth in Section 6(a) hereof; death; retirementand (ii) to the extent permitted under Code Section 409A, as defined in Paragraph 7 hereof; (iii) Executive’s resignation from the Bank’s employment, upon employ for “Good Reason.” Good Reason shall mean any of the following: (A)) failure to elect or reelect or to appoint or reappoint Executive to Executive Positions, unless consented to by the Executive, (B) a material change in Executive’s function, duties, or responsibilities, which change would cause Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Paragraphs Sections 1 and 2, 2 above, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement); , (BC) a relocation of Executive’s principal place of employment by to a location that is more than fifty(50) 25 miles from its the location at of the effective Bank’s principal executive offices as of the date of this Agreement, or a material reduction in the benefits and perquisites to Executive from those being provided as Base Salary (except for any reduction that is part of the effective date of this Agreement; (C) the liquidation an employee-wide reduction in pay or dissolution of the Bank; benefits), or (D) any material breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), or (D), ) above, Executive shall have the right to elect to terminate his her employment under this Agreement by resignation upon not less than sixty within ninety (6090) days prior written notice to the Bank given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4)calendar months days) after the event giving rise to said right to elect, which termination by Executive shall be an Event of Termination. The Bank shall have at least (30) days to remedy any condition set forth in clause (ii) (A) through (D), provided, however, that the Bank shall be entitled to waive such period and make an immediate payment hereunder. If the Bank remedies the condition within such thirty (30) day cure period, then no Good Reason shall be deemed to exist with respect to such condition. If the Bank does not remedy the condition within such thirty (30) day cure period, then Executive may deliver a Notice of Termination, as defined in Section 9(c) below, for Good Reason at any time within sixty (60) days following the expiration of such cure period. No payments or benefits shall be due to Executive under this Agreement upon the termination of Executive’s employment except as provided in Section 4 or 5 hereof.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive’s term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the termination of Executive’s full-time employment hereunder due to expiration of this Agreement pursuant to Paragraph 2(a); (ii) the termination by the Bank or the Holding Company of Executive’s full-time employment hereunder for any reason other than a Change in Control as defined in Paragraph termination governed by Section 5(a) hereof hereof, or Termination for Cause as defined in Paragraph 8 hereof; disabilityCause, as defined in Paragraph 6(a) hereof; death; retirement, as defined in Paragraph Section 7 hereof; (iiiii) Executive’s resignation from the Bank’s employment, employ upon any (A)) failure to elect or reelect or to appoint or reappoint Executive as President and Chief Operating Officer, unless consented to by the Executive, (B) a material change in Executive’s function, duties, or responsibilities, which change would cause Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Paragraphs 1 and 2Section 1, above, unless consented to by Executive, (any such material change shall be deemed a continuing breach of this Agreement); (BC) a relocation of Executive’s principal place of employment by more than fifty(50) 30 miles from its location at the effective date of this Agreement, or unless consented to by Executive, (D) a material reduction in the benefits and perquisites to Executive from those being provided as of the effective date of this Agreement; , unless consented to by Executive, (CE) the a liquidation or dissolution of the Bank; Bank or Holding Company, or (DF) any breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses (A), (B), (C), (D), (E) or (DF), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice to the Bank given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4)calendar six full months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the ExecutiveEXECUTIVE’s term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: ; (i) the termination of Executive’s full-time employment hereunder due to expiration of this Agreement pursuant to Paragraph 2(a); (ii) the termination by the Bank BANK of ExecutiveEXECUTIVE’s full-time employment hereunder for any reason other than a Change in Control (except termination for cause as defined in Paragraph 5(a) hereof or for Cause as defined in Paragraph 8 Section 7 hereof; ): disability, as defined in Paragraph 6(aSection 5(a) hereof; death; resignation or retirement, as defined in Paragraph 7 Section 6 hereof; , (iiiii) ExecutiveEXECUTIVE’s resignation from the BankBANK’s employmentemploy, upon (A), ) unless consented to by the ExecutiveEXECUTIVE, a material change in ExecutiveEXECUTIVE’s function, duties, or responsibilities, which change would cause ExecutiveEXECUTIVE’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Paragraphs Sections 1 and 2, above, above (any such material change shall be deemed a continuing breach of this Agreement); , (B) unless consented to by EXECUTIVE, a relocation of ExecutiveEXECUTIVE’s principal place of employment by more than fifty(50) 50 miles from its location at the effective date of this Agreement, or or, without EXECUTIVE’s consent, a material reduction in the benefits and perquisites to Executive EXECUTIVE from those being provided as of the effective date of this Agreement; , (C) the liquidation or dissolution of the Bank; BANK, or (D) any breach of this Agreement by the BankBANK. Upon the occurrence of any event described in clauses (A), (B), (C), or (D), above, Executive EXECUTIVE shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice to the Bank given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4)calendar 4) calendar months after the event giving rise to said such right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive’s term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the termination of Executive’s full-time employment hereunder due to expiration of this Agreement pursuant to Paragraph 2(a); (ii) the termination by the Bank Holding Company of Executive’s full-time employment hereunder for any reason other than a Change in Control as defined in Paragraph termination governed by Section 5(a) hereof hereof, or for Cause as defined in Paragraph 8 hereof; disabilityCause, as defined in Paragraph 6(a) hereof; death; retirement, as defined in Paragraph Section 7 hereof; (iiiii) Executive’s resignation from the BankHolding Company’s employmentemploy, upon upon, any (A)) failure to elect or reelect or to appoint or reappoint Executive as Executive Vice President and Chief Lending Officer of the Bank, unless consented to by the Executive, (B) a material change in Executive’s function, duties, or responsibilitiesresponsibilities with the Holding Company or its Subsidiaries, which change would cause Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Paragraphs 1 and 2Section 1, above, unless consented to by the Executive, (any such material change shall be deemed a continuing breach of this Agreement); (BC) a relocation of Executive’s principal place of employment by more than fifty(50) 25 miles from its location at the effective date of this Agreement, or unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to the Executive from those being provided as of the effective date of this Agreement; , unless consented to by the Executive, (CE) the a liquidation or dissolution of the Bank; Holding Company or the Institution, or (DF) any breach of this Agreement by the BankHolding Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D) (E) or (DF), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice to the Bank given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4)calendar six full calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive’s term of employment under this Agreement, the provisions of this Section 4 shall apply. As Unless Executive agrees otherwise, as used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the termination by the Company of Executive’s full-time employment hereunder due to expiration of this Agreement pursuant to Paragraph 2(a); (ii) the termination by the Bank of Executive’s full-time employment hereunder for any reason other than a Change in Control as defined in Paragraph 5(a) hereof termination governed by Section 7 of this Agreement; or for Cause as defined in Paragraph 8 hereof; disability, as defined in Paragraph 6(a) hereof; death; retirement, as defined in Paragraph 7 hereof; (iiiii) Executive’s resignation from the Bank’s employment, upon Company for “Good Reason.” Good Reason shall include any of the following: (A), unless consented ) failure to by the Executive, a reappoint Executive as Chief Executive Officer; (B) material change in Executive’s functionfunctions, duties, duties or responsibilitiesresponsibilities with the Company or its affiliates, which change would cause Executive’s position to become one of lesser responsibility, importance, importance or scope from the position and attributes thereof described in Paragraphs Section 1 and 2, above, (any such material change shall be deemed a continuing breach of this Agreement); (BC) a relocation of Executive’s principal place of employment by more than fifty(50twenty-five (25) miles from its location at the effective date Effective Date of this Agreement, or a ; (D) material reduction in the benefits and perquisites provided to Executive from those being provided as of the effective date Effective Date of this AgreementAgreement (except for any reduction that is part of an employee-wide reduction in pay or benefits); (CE) the liquidation or dissolution of the BankCompany other than liquidations or dissolutions that are caused by reorganizations that do not affect the status of Executive; or (DF) any breach of this Agreement by the BankCompany. Upon the occurrence of any event described in clauses (A), ) through (B), (C), or (DF), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) 30 days prior written notice to the Bank given within a reasonable period of time (not to exceed, except in case of a continuing breach, four (4)calendar months exceed 90 days) after the event giving rise to said the right to elect, which termination by Executive shall be an Event of Termination. The Bank shall have 30 days to cure the condition giving rise to the Event of Termination, provided that the Bank may elect to waive said 30-day period.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive’s term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the termination of Executive’s full-time employment hereunder due to expiration of this Agreement pursuant to Paragraph 2(a); (ii) the termination by the Bank Holding Company of Executive’s full-time employment hereunder for any reason other than a Change in Control termination governed by Section 5(a) hereof, death, retirement (as defined in Paragraph 5(athe Institution’s employee handbook) hereof or for Cause as defined in Paragraph 8 hereof; disabilityCause, as defined in Paragraph 6(a) hereof; death; retirement, as defined in Paragraph Section 7 hereof; (iiiii) Executive’s resignation from the BankHolding Company’s employmentemploy, upon upon, any (A), ) failure to elect or reelect or to appoint or reappoint Executive as [ ],unless consented to by the Executive, (B) a material change in Executive’s function, duties, or responsibilitiesresponsibilities with the Holding Company or its Subsidiaries, which change would cause Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Paragraphs 1 and 2Section 1, above, unless consented to by the Executive, (any such material change shall be deemed a continuing breach of this Agreement); (BC) a relocation of Executive’s principal place of employment by more than fifty(50) 25 miles from its location at the effective date of this Agreement, or unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to the Executive from those being provided as of the effective date of this Agreement; (C) , unless consented to by the liquidation or dissolution of the Bank; Executive, or (DE) any breach of this Agreement by the BankHolding Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D) or (DE), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice to the Bank given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4)calendar six full calendar months after the event giving rise to said right to elect; provided, however, an Event of Termination shall not be deemed to have occurred if, during the sixty (60) day notice period, the circumstances giving grounds to the Event of Termination are cured in a manner determined by the Executive, in his discretion, to be satisfactory.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon Executive shall diligently and faithfully provide his services to the Employer until the occurrence of an Event of Termination (as herein defined) during the Executive’s 's term of employment under this Agreement, Agreement at which time the provisions of this Section 4 shall apply. As Unless Executive otherwise agrees, as used in this Agreement, an “"Event of Termination” " shall mean and include any one or more of the following: (i) the termination by the Employer of Executive’s 's full-time employment hereunder due to expiration of this Agreement pursuant to Paragraph 2(a); (ii) the termination by the Bank of Executive’s full-time employment hereunder for any reason other than a Change in Control as defined in Paragraph 5(a) hereof termination governed by Section 7 of this Agreement; or for Cause as defined in Paragraph 8 hereof; disability, as defined in Paragraph 6(a) hereof; death; retirement, as defined in Paragraph 7 hereof; (iiiii) Executive’s 's resignation from the Bank’s employmentEmployer, upon upon, any (A)) notice to Executive of non-renewal of the term of this Agreement, unless consented (B) failure to by the Executivereappoint Executive as Executive Vice President/Chief Lending Officer, a (C) material change in Executive’s function's functions, duties, or responsibilitiesresponsibilities with the Employer or its subsidiaries, which change would cause Executive’s position 's position(s) to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Paragraphs Section 1 and 2, above, (any such material change shall be deemed a continuing breach of this Agreement); , (BD) a relocation of Executive’s 's principal place of employment by more than fifty(50twenty-five (25) miles from its location at the effective date Effective Date of this Agreement, or a (E) material reduction in the benefits and perquisites to Executive from those being provided as of the effective date Effective Date of this Agreement; , (CF) the liquidation or dissolution of the Bank; Employer, or (DG) any breach of this Agreement by the BankEmployer. Upon the occurrence of any event described in clauses (A), (B), (C), (D), (E), (F) or (DG), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice to the Bank given within a reasonable period of time not to exceed, except in case of a continuing breach, four six (4)calendar 6) full calendar months after the event giving rise to said Executive's right to electelect to terminate his employment.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive’s term of employment under this Agreement, the provisions of this Section section shall apply. As used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the termination of Executive’s full-time employment hereunder due to expiration of this Agreement pursuant to Paragraph 2(a); (ii) the termination by the Bank Association of Executive’s full-time employment hereunder for any reason other than a termination following a Change in Control as defined in Paragraph 5(a) hereof or for Cause as defined in Paragraph 8 hereof; disabilityControl, as defined in Paragraph 6(aSection 5(a) hereof; death; retirement, or a Termination for Cause, as defined in Paragraph Section 8 hereof, or a termination upon Retirement as defined in Section 7 hereof, or a termination for disability as set forth in Section 6 hereof; and (iiiii) Executive’s resignation from the BankAssociation’s employment, upon employ for “Good Reason.” Good Reason shall include any of the following: (A)) failure to elect or reelect or to appoint or reappoint Executive to the Executive Position, unless consented to by the Executive, (B) a material change in Executive’s function, duties, or responsibilities, which change would cause Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Paragraphs Sections 1 and 2, 2 above, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement); , (BC) a relocation of Executive’s principal place of employment by to a location that is more than fifty(50) 25 miles from its the location at of the effective Association’s principal executive offices as of the date of this Agreement, or a material reduction in the benefits and perquisites perquisites, including Base Salary, to Executive from those being provided as of the effective date of this Agreement; Agreement (Cexcept for any reduction that is part of an employee-wide reduction in pay or benefits), (D) the a liquidation or dissolution of the Bank; Association, or (DE) any material breach of this Agreement by the BankAssociation. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D) or (D), E) above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty thirty (6030) days prior written notice to the Bank given within a reasonable period of time (not to exceed, except in case of a continuing breach, four (4)calendar months ) after the event giving rise to said right to elect, which termination by Executive shall be an Event of Termination. No payments or benefits shall be due to Executive under this Agreement upon the termination of Executive’s employment except as provided in Section 4 or 5 hereof.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive’s 's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the termination of Executive’s full-time employment hereunder due to expiration of this Agreement pursuant to Paragraph 2(a); (ii) the termination by the Bank or the Company of Executive’s 's full-time employment hereunder for any reason other than a Change in Control (A) termination for Cause (as defined in Paragraph 5(aSection 7 hereof), (B) hereof or for Cause upon Retirement (as defined in Paragraph 8 Section 6 hereof; disability), or (C) for Disability (as defined set forth in Paragraph 6(a) Section 5 hereof; death; retirement, as defined in Paragraph 7 hereof); (iiiii) Executive’s 's resignation from the Bank’s employment, upon 's employ following (A)) any failure to elect or reelect or to appoint or reappoint Executive to the Executive Position, unless consented to by the Executive, (B) a material change in Executive’s 's function, duties, or responsibilities, which change would cause Executive’s 's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Paragraphs Section 1 and 2, above, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement); , (BC) a relocation of Executive’s 's principal place of employment by to a location more than fifty(50) 30 miles from its location at outside the effective date City of this AgreementWooster, or a material reduction in the benefits and perquisites perquisites, including Base Salary, to the Executive from those being provided as of the effective date of this Agreement; Agreement (Cexcept for any reduction that is part of an employee-wide reduction in pay or benefits), (D) the a liquidation or dissolution of the Bank; Bank or the Company, or (DE) any material breach of this Agreement by the Bank; and (iii) the event specified in Section 4(b) hereof. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D) or (D), E) above, Executive shall have the right to elect to terminate his her employment under this Agreement by resignation upon not less than sixty thirty (6030) days prior written notice to the Bank given within a reasonable period of time (not to exceed, except in case of a continuing breach, four (4)calendar months calendar months) after the event giving rise to said right to elect, which termination by Executive shall be an Event of Termination. No payments or benefits shall be due to Executive under this Agreement upon the termination of Executive's employment except as provided in Sections 3, 4 or 5 hereof.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive’s term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the termination of Executive’s full-time employment hereunder due to expiration of this Agreement pursuant to Paragraph 2(a); (ii) the termination by the Bank or the Holding Company of Executive’s full-time employment hereunder for any reason other than a Change in Control as defined in Paragraph termination governed by Section 5(a) hereof hereof, or Termination for Cause as defined in Paragraph 8 hereof; disabilityCause, as defined in Paragraph 6(a) hereof; death; retirement, as defined in Paragraph Section 7 hereof; (iiiii) Executive’s resignation from the Bank’s employment, employ upon any (A)) failure to elect or reelect or to appoint or reappoint Executive as Senior Vice President, Treasurer and Chief Financial Officer, unless consented to by the Executive, (B) a material change in Executive’s function, duties, or responsibilities, which change would cause Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Paragraphs 1 and 2Section 1, above, unless consented to by Executive, (any such material change shall be deemed a continuing breach of this Agreement); (BC) a relocation of Executive’s principal place of employment by more than fifty(50) 30 miles from its location at the effective date of this Agreement, or unless consented to by Executive, (D) a material reduction in the benefits and perquisites to Executive from those being provided as of the effective date of this Agreement; , unless consented to by Executive, (CE) the a liquidation or dissolution of the Bank; Bank or Holding Company, or (DF) any breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses (A), (B), (C), (D), (E) or (DF), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice to the Bank given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4)calendar six full months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive’s term of employment under this Agreement, the provisions of this Section section shall apply. As used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the termination of Executive’s full-time employment hereunder due to expiration of this Agreement pursuant to Paragraph 2(a); (ii) the termination by the Bank of Executive’s full-time employment hereunder for any reason other than a Change in Control as defined in Paragraph 5(a) hereof termination for Cause, or a termination upon Retirement, or a termination for Cause as defined in Paragraph 8 hereofdisability; disability, as defined in Paragraph 6(a) hereof; death; retirement, as defined in Paragraph 7 hereof; and (iiiii) Executive’s resignation from the Bank’s employmentemploy, upon any of the following: (A)) failure to elect or reelect or to appoint or reappoint Executive to Executive Position, unless consented to by the Executive, or to elect Executive to the Board of Directors (B) a substantial adverse and material change in Executive’s function, duties, or responsibilities, which change would cause Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Paragraphs 1 and 2, above, (any such material change shall be deemed a continuing breach of this Agreement); (BC) a relocation of Executive’s principal place of employment by more than fifty(50) miles from its location at the effective date of this Agreement, or a substantial and material reduction in the to Base Salary or benefits and perquisites to of Executive from those being provided as of the effective date of this Agreement; Agreement (Cexcept for any reduction that is part of an employee-wide reduction in pay or benefits), (D) the a liquidation or dissolution of the Bank; , or (DE) any material breach of this Agreement by the Bank, (F) a relocation of Executives principal place of employment more than twenty five (25) miles from the principal office on this date. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), or (D), (E) or (F) above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty thirty (6030) days prior written notice to the Bank given within a reasonable period of time (not to exceed, except in case of a continuing breach, four (4)calendar months calendar months) after the event giving rise to said right to elect, which termination by Executive shall be an Event of Termination. No payments or benefits shall be due to Executive under this Agreement upon the termination of Executive’s employment except as provided in Section 4.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon The provisions of this Section shall apply upon the occurrence of an Event of Termination (as herein defined) during the Executive’s 's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an “"Event of Termination” " shall mean and include any one or more of the following: (i) the termination of Executive’s full-time employment hereunder due to expiration of this Agreement pursuant to Paragraph 2(a); (ii) the termination by the Bank Employer of the Executive’s 's full-time employment hereunder for any reason other than a Change in Control (A) Disability as defined in Paragraph 5(aSection 5 below, or (B) hereof or Termination for Just Cause as defined in Paragraph 8 Section 6 hereof; disability, as defined in Paragraph 6(aor (ii) hereof; death; retirement, as defined in Paragraph 7 hereof; (iii) the Executive’s 's resignation from the Bank’s employmentEmployer's employ, upon any of the following ("Good Reason"): (A), unless consented to by ) reduction in the Executive's Base Salary or a reduction in the benefits and perquisites to the Executive from those being provided as of the Effective Date of this Agreement, provided however that a material reduction in benefits or perquisites that is broad based and affects substantially all executives of the Employer shall not be deemed an Event of Termination hereunder unless such reduction in benefits or perquisites occurs coincident with or following a Change in Control, (B) change in the Executive’s 's function, duties, or responsibilities, which change would cause the Executive’s 's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Paragraphs 1 and 2Section 1, above, (any such material change shall be deemed a continuing breach of this Agreement); (BC) a relocation of the Executive’s 's principal place of employment by more than fifty(50thirty (30) miles from its location at as of the effective date Effective Date of this Agreement, or a material reduction in the benefits and perquisites to Executive from those being provided as of the effective date of this Agreement; (CD) the liquidation or dissolution of the Bank; Bank or Company other than liquidations or dissolutions that are caused by reorganizations that do not affect the status of the Executive, or (DE) any breach of this Agreement by the BankBank or the Company. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D) or (D), E) above, the Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty thirty (6030) days prior written notice to the Bank given within a reasonable period of time not to exceed, except in case of a continuing breach, four exceed ninety (4)calendar months 90) days after the initial event giving rise to said right to elect.. Notwithstanding the preceding sentence, in the event of a continuing breach of this Agreement

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive’s term 's Initial Term of employment under this AgreementAgreement or any renewal term thereof, the provisions of this Section 4 shall apply. As used in this Agreement, an “"Event of Termination” " shall mean and include any one or more of the following: (i) the termination of Executive’s full-time employment hereunder due to expiration of this Agreement pursuant to Paragraph 2(a); (ii) the termination by the Bank or the Company of Executive’s 's full-time employment hereunder for any reason other than a Change in Control (A) termination for Cause (as defined in Paragraph 5(aSection 7 hereof), (B) hereof or for Cause upon Retirement (as defined in Paragraph 8 Section 6 hereof; disability), or (C) for Disability (as defined set forth in Paragraph 6(a) Section 5 hereof; death; retirement, as defined in Paragraph 7 hereof); (iiiii) Executive’s 's resignation from the Bank’s employment, upon 's employ following (A), unless consented to by the Executive, ) a material change in Executive’s 's function, duties, or responsibilities, which change would cause Executive’s 's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Paragraphs Section 1 and 2, above, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement); , (B) a relocation of Executive’s 's principal place of employment by to a location more than fifty(50) 30 miles from its location at outside the effective date City of this AgreementWooster, or a material reduction in the benefits and perquisites perquisites, including Base Salary, to the Executive from those being provided as of the effective date of this Agreement; Agreement (except for any reduction that is part of an employee-wide reduction in pay or benefits), (C) the a liquidation or dissolution of the Bank; Bank or the Company, or (D) any material breach of this Agreement by the Bank; and (iii) the event specified in Section 4(b) hereof. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), ) or (D), ) above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty thirty (6030) days days’ prior written notice to the Bank given within a reasonable period of time (not to exceed, except in case of a continuing breach, four ninety (4)calendar months 90) days after the event giving rise to said right to elect, which termination by Executive shall be an Event of Termination. No payments or benefits shall be due to Executive under this Agreement upon the termination of Executive's employment except as provided in Xxxxxxxx 0, 0, xx 0 xxxxxx.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive’s term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the termination of Executive’s full-time employment hereunder due to expiration of this Agreement pursuant to Paragraph 2(a); (ii) the termination by the Bank or the Holding Company of Executive’s full-time employment hereunder for any reason other than a Change in Control as defined in Paragraph termination governed by Section 5(a) hereof hereof, or Termination for Cause as defined in Paragraph 8 hereof; disabilityCause, as defined in Paragraph 6(a) hereof; death; retirement, as defined in Paragraph Section 7 hereof; (iiiii) Executive’s resignation from the Bank’s employment, employ upon any (A)) failure to elect or reelect or to appoint or reappoint Executive as Executive Vice President, unless consented to by the Executive, (B) a material change in Executive’s function, duties, or responsibilities, which change would cause Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Paragraphs 1 and 2Section 1, above, unless consented to by Executive, (any such material change shall be deemed a continuing breach of this Agreement); (BC) a relocation of Executive’s principal place of employment by more than fifty(50) 30 miles from its location at the effective date of this Agreement, or unless consented to by Executive, (D) a material reduction in the benefits and perquisites to Executive from those being provided as of the effective date of this Agreement; , unless consented to by Executive, (CE) the a liquidation or dissolution of the Bank; Bank or Holding Company, or (DF) any breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses (A), (B), (C), (D), (E) or (DF), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice to the Bank given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4)calendar six full months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive’s term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the termination of Executive’s full-time employment hereunder due to expiration of this Agreement pursuant to Paragraph 2(a); (ii) the termination by the Bank or the Holding Company of Executive’s full-time employment hereunder for any reason other than a Change in Control as defined in Paragraph termination governed by Section 5(a) hereof hereof, or Termination for Cause as defined in Paragraph 8 hereof; disabilityCause, as defined in Paragraph 6(a) hereof; death; retirement, as defined in Paragraph Section 7 hereof; (iiiii) Executive’s resignation from the Bank’s employment, employ upon any (A)) failure to elect or reelect or to appoint or reappoint Executive as Chairman of the Board of Directors and Chief Executive Officer of the Holding Company, unless consented to by the Executive, (B) a material change in Executive’s function, duties, or responsibilities, which change would cause Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Paragraphs 1 and 2Section 1, above, unless consented to by Executive, (any such material change shall be deemed a continuing breach of this Agreement); (BC) a relocation of Executive’s principal place of employment by more than fifty(50) 30 miles from its location at the effective date of this Agreement, or unless consented to by Executive, (D) a material reduction in the benefits and perquisites to Executive from those being provided as of the effective date of this Agreement; , unless consented to by Executive, (CE) the a liquidation or dissolution of the Bank; Bank or Holding Company, or (DF) any breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses (A), (B), (C), (D), (E) or (DF), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice to the Bank given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4)calendar six full months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive’s term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the termination of Executive’s full-time employment hereunder due to expiration of this Agreement pursuant to Paragraph 2(a); (ii) the termination by the Bank or the Holding Company of Executive’s full-time employment hereunder for any reason other than a Change in Control as defined in Paragraph termination governed by Section 5(a) hereof hereof, or Termination for Cause as defined in Paragraph 8 hereof; disabilityCause, as defined in Paragraph 6(a) hereof; death; retirement, as defined in Paragraph Section 7 hereof; (iiiii) Executive’s resignation from the Bank’s employment, employ upon any (A)) failure to elect or reelect or to appoint or reappoint Executive as Senior Vice President, unless consented to by the Executive, (B) a material change in Executive’s function, duties, or responsibilities, which change would cause Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Paragraphs 1 and 2Section 1, above, unless consented to by Executive, (any such material change shall be deemed a continuing breach of this Agreement); (BC) a relocation of Executive’s principal place of employment by more than fifty(50) 30 miles from its location at the effective date of this Agreement, or unless consented to by Executive, (D) a material reduction in the benefits and perquisites to Executive from those being provided as of the effective date of this Agreement; , unless consented to by Executive, (CE) the a liquidation or dissolution of the Bank; Bank or Holding Company, or (DF) any breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses (A), (B), (C), (D), (E) or (DF), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice to the Bank given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4)calendar six full months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive’s term of employment under this Agreement, the provisions of this Section section shall apply. As used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the termination of Executive’s full-time employment hereunder due to expiration of this Agreement pursuant to Paragraph 2(a); (ii) the termination by the Bank or the Company of Executive’s full-time employment hereunder for any reason other than a termination following a Change in Control as defined in Paragraph 5(a) hereof or for Cause as defined in Paragraph 8 hereof; disabilityControl, as defined in Paragraph 6(aSection 5(a) hereof; death; retirement, or a termination for Cause, as defined in Paragraph Section 8 hereof, or a termination upon Retirement as defined in Section 7 hereof, or a termination for disability as set forth in Section 6 hereof; and (iiiii) Executive’s resignation from the Company’s and the Bank’s employmentemploy, upon any of the following: (A)) failure to elect or reelect or to appoint or reappoint Executive as of the Company and the Bank, or to nominate (and as to the Bank, elect) Executive to the Board of Directors of Bank and the Company, unless consented to by the Executive or resulting from the Executive’s refusal to stand for election, (B) a material change in Executive’s function, duties, or responsibilities, which change would cause Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Paragraphs Sections 1 and 2, 2 above, to which Executive has not agreed in writing (and any such material change not agreed to in writing shall be deemed a continuing breach of this Agreement); , (BC) a relocation of Executive’s principal place of employment by to a location that is more than fifty(50) 25 miles from its the location at of the effective date Bank’s principal executive offices as of this Agreementthe Initial Effective Date, or a material reduction in the benefits and perquisites perquisites, including Base Salary, to the Executive from those being provided as of the effective date Initial Effective Date (except for any reduction that is part of this Agreement; an employer-wide reduction in pay or benefits), (CD) the a liquidation or dissolution of the Bank; Bank or the Company, or (DE) any material breach of this Agreement by the Company or the Bank. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D) or (D), E) above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty thirty (6030) days prior written notice to the Bank given within a reasonable period of time (not to exceed, except in case of a continuing breach, four (4)calendar months calendar months) after the event giving rise to said right to elect, which termination by Executive shall be an Event of Termination. No payments or benefits shall be due to Executive under this Agreement upon the termination of Executive’s employment except as provided in Section 4 or 5 hereof.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive’s term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the termination of Executive’s full-time employment hereunder due to expiration of this Agreement pursuant to Paragraph 2(a); (ii) the termination by the Bank or the Company of Executive’s full-time employment hereunder for any reason other than a Change in Control (A) termination for Cause (as defined in Paragraph 5(aSection 8 hereof), (B) hereof or for Cause upon Retirement (as defined in Paragraph 8 hereof; disability, as defined in Paragraph 6(a) hereof; death; retirement, as defined in Paragraph Section 7 hereof), or (C) for Disability (as set forth in Section 6 hereof); (iiiii) Executive’s resignation from the Bank’s employment, upon employ following (A)) any failure to elect or reelect or to appoint or reappoint Executive to the Executive Position, unless consented to by the Executive, (B) a material change in Executive’s function, duties, or responsibilities, which change would cause Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Paragraphs Section 1 and 2, above, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement); , (BC) a relocation of Executive’s principal place of employment by to a location more than fifty(50) 30 miles from its location at outside the effective date City of this AgreementWooster, or a material reduction in the benefits and perquisites perquisites, including Base Salary, to the Executive from those being provided as of the effective date of this Agreement; Agreement (Cexcept for any reduction that is part of an employee-wide reduction in pay or benefits), (D) the a liquidation or dissolution of the Bank; Bank or the Company, or (DE) any material breach of this Agreement by the Bank; and (iii) the event specified in Section 4(b) hereof. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D) or (D), E) above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty thirty (6030) days prior written notice to the Bank given within a reasonable period of time (not to exceed, except in case of a continuing breach, four (4)calendar months calendar months) after the event giving rise to said right to elect, which termination by Executive shall be an Event of Termination. No payments or benefits shall be due to Executive under this Agreement upon the termination of Executive’s employment except as provided in Sections 3, 4, 5 or 6 hereof.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive’s term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the termination of Executive’s full-time employment hereunder due to expiration of this Agreement pursuant to Paragraph 2(a); (ii) the termination by the Bank or the Company of Executive’s full-time employment hereunder for any reason other than a Change in Control (A) termination for Cause (as defined in Paragraph 5(aSection 8 hereof), (B) hereof or for Cause upon Retirement (as defined in Paragraph 8 hereof; disability, as defined in Paragraph 6(a) hereof; death; retirement, as defined in Paragraph Section 7 hereof), or (C) for Disability (as set forth in Section 6 hereof); (iiiii) Executive’s resignation from the Bank’s employment, upon employ following (A), unless consented to by the Executive, ) a material change in Executive’s function, duties, or responsibilities, which change would cause Executive’s position to become one of lesser responsibility, importance, or scope from the position and and, attributes thereof described in Paragraphs Section 1 and 2, above, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach breach, of this Agreement); , (B) a relocation of Executive’s principal place of employment by to a location more than fifty(50) 30 miles from its location at outside the effective date City of this AgreementWooster, or a material reduction in the benefits and perquisites perquisites, including Base Salary, to the Executive from those being provided as of the effective date of this Agreement; Agreement (except for any reduction that is part of an employee-wide reduction in pay or benefits), (C) the a liquidation or dissolution of the Bank; Bank or the Company, or (D) any material breach of this Agreement by the Bank; and (iii) the event specified in Section 4(b) hereof. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), ) or (D), ) above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty thirty (6030) days prior written notice to the Bank given within a reasonable period of time (not to exceed, except in case of a continuing breach, four (4)calendar months calendar months) after the event giving rise to said right to elect, which termination by Executive shall be an Event of Termination. No payments or benefits shall be due to Executive under this Agreement upon the termination of Executive’s employment except as provided in Xxxxxxxx 0, 0, 0 xx 0 xxxxxx.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive’s 's term of employment under this Agreement, the provisions of this Section 4 shall apply. As used in this Agreement, an “"Event of Termination” " shall mean and include any one or more of the following: (i) the termination of Executive’s full-time employment hereunder due to expiration of this Agreement pursuant to Paragraph 2(a); (ii) the termination by the Bank or the Company of Executive’s 's full-time employment hereunder for any reason other than a Change in Control (A) termination for Cause (as defined in Paragraph 5(aSection 8 hereof), (B) hereof or for Cause upon Retirement (as defined in Paragraph 8 hereof; disability, as defined in Paragraph 6(a) hereof; death; retirement, as defined in Paragraph Section 7 hereof; ), (iiiC) for Disability (as set forth in Section 6 hereof) or (D) Executive’s Death; (ii) Executive's resignation from the Bank’s employment, upon 's employ following (A), unless consented to by the Executive, ) a material change in Executive’s 's function, duties, or responsibilities, which change would cause Executive’s 's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Paragraphs Section 1 and 2, above, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement); , (B) a relocation of Executive’s 's principal place of employment by to a location more than fifty(50) 30 miles from its location at outside the effective date City of this AgreementWooster, or a material reduction in the benefits and perquisites perquisites, including Base Salary, to the Executive from those being provided as of the effective date of this Agreement; Agreement (except for any reduction that is part of an employee-wide reduction in pay or benefits), (C) the a liquidation or dissolution of the Bank; Bank or the Company, or (D) any material breach of this Agreement by the Bank; and (iii) the event specified in Section 4(b) hereof. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), ) or (D), ) above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty thirty (6030) days prior written notice to the Bank given within a reasonable period of time (not to exceed, except in case of a continuing breach, four (4)calendar months calendar months) after the event giving rise to said right to elect, which termination by Executive shall be an Event of Termination. No payments or benefits shall be due to Executive under this Agreement upon the termination of Executive's employment except as provided in Xxxxxxxx 0, 0, 0 xx 0 xxxxxx.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein therein defined) during the Executive’s term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the termination of Executive’s full-time employment hereunder thereunder due to expiration of this Agreement pursuant to Paragraph 2(a); (ii) the termination by the Bank of Executive’s full-time employment hereunder thereunder for any reason other than a Change in Control as defined in Paragraph 5(a) hereof thereof or for Cause as defined in Paragraph 8 hereofthereof; disability, as defined in Paragraph 6(a) hereofthereof; death; retirement, as defined in Paragraph 7 hereofthereof; (iii) Executive’s resignation from the Bank’s employment, upon (A), unless consented to by the Executive, a material change in Executive’s function, duties, or responsibilities, which change would cause Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Paragraphs 1 and 2, above, (any such material change shall be deemed a continuing breach of this Agreement); (B) a relocation of Executive’s principal place of employment by more than fifty(50) miles from its location at the effective date of this Agreement, or a material reduction in the benefits and perquisites to Executive from those being provided as of the effective date of this Agreement; (CB) the liquidation or dissolution of the Bank; or (DC) any breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses (A), (B), or (C), or (D), ) above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice to the Bank given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4)calendar 4) calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive’s term of employment under this Agreement, the provisions of this Section section shall apply. As used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the termination of Executive’s full-time employment hereunder due to expiration of this Agreement pursuant to Paragraph 2(a); (ii) the termination by the Bank Association of Executive’s full-time employment hereunder for any reason other than a termination following a Change in Control as defined in Paragraph 5(a) hereof or for Cause as defined in Paragraph 8 hereof; disabilityControl, as defined in Paragraph 6(aSection 5(a) hereof; death; retirement, or a termination for Cause, as defined in Paragraph Section 8 hereof, or a termination upon Retirement as defined in Section 7 hereof, or a termination for disability as set forth in Section 6 hereof; and (iiiii) Executive’s resignation from the BankAssociation’s employment, upon employ for “Good Reason.” Good Reason shall include any of the following: (A)) failure to elect or reelect or to appoint or reappoint Executive to Executive Position, unless consented to by the Executive, (B) a material change in Executive’s function, duties, or responsibilities, which change would cause Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Paragraphs Sections 1 and 2, 2 above, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement); , (BC) a relocation of Executive’s principal place of employment by to a location that is more than fifty(50) 25 miles from its the location at of the effective Association’s principal executive offices as of the date of this Agreement, or a material reduction in the benefits and perquisites perquisites, including Base Salary, to Executive from those being provided as of the effective date of this Agreement; Agreement (Cexcept for any reduction that is part of an employee-wide reduction in pay or benefits), (D) the a liquidation or dissolution of the Bank; Association, or (DE) any material breach of this Agreement by the BankAssociation. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D) or (D), E) above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty thirty (6030) days prior written notice to the Bank given within a reasonable period of time (not to exceed, except in case of a continuing breach, four (4)calendar months ) after the event giving rise to said right to elect, which termination by Executive shall be an Event of Termination. No payments or benefits shall be due to Executive under this Agreement upon the termination of Executive’s employment except as provided in Section 4 or 5 hereof.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive’s term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the termination of Executive’s full-time employment hereunder due to expiration of this Agreement pursuant to Paragraph 2(a); (ii) the termination by the Bank Holding Company of Executive’s full-time employment hereunder for any reason other than a Change in Control as defined in Paragraph termination governed by Section 5(a) hereof hereof, or for Cause as defined in Paragraph 8 hereof; disabilityCause, as defined in Paragraph 6(a) hereof; death; retirement, as defined in Paragraph Section 7 hereof; (iiiii) Executive’s resignation from the BankHolding Company’s employmentemploy, upon upon, any (A)) failure to elect or reelect or to appoint or reappoint Executive as Executive Vice President, unless consented to by the Executive, (B) a material change in Executive’s function, duties, or responsibilitiesresponsibilities with the Holding Company or its Subsidiaries, which change would cause Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Paragraphs 1 and 2Section 1, above, unless consented to by Executive, (any such material change shall be deemed a continuing breach of this Agreement); (BC) a relocation of Executive’s principal place of employment by more than fifty(50) 30 miles from its location at the effective date of this Agreement, or unless consented to by Executive, (D) a material reduction in the benefits and perquisites to Executive from those being provided as of the effective date of this Agreement; , unless consented to by Executive, (CE) the a liquidation or dissolution of the Bank; Holding Company or the Institution, or (DF) any breach of this Agreement by the BankHolding Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D), (E) or (DF), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice to the Bank given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4)calendar six full calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) The Xxxxx Savings Entities may terminate the Executive’s employment at any time during the Term with or without Cause. Upon the occurrence of an Event of Termination (as herein defined) during the Executive’s term 's Initial Term of employment under this AgreementAgreement or any renewal term thereof, the provisions of this Section 4 shall apply. As used in this Agreement, an “"Event of Termination” " shall mean and include any one or more of the following: (i) the termination of Executive’s full-time employment hereunder due to expiration of this Agreement pursuant to Paragraph 2(a); (ii) the termination by the Bank Xxxxx Savings Entities of Executive’s 's full-time employment hereunder for any reason other than a Change in Control (A) termination for Cause (as defined in Paragraph 5(aSection 8 hereof), (B) hereof or for Cause upon Retirement (as defined in Paragraph 8 hereof; disability, as defined in Paragraph 6(a) hereof; death; retirement, as defined in Paragraph Section 7 hereof; ), (iiiC) Executive’s Disability (as set forth in Section 6 hereof) or death; (ii) Executive's resignation from the Bank’s employment, upon employment following (A), unless consented to by the Executive, ) a material change imposed by the Xxxxx Savings Entities or either of them in Executive’s function's functions, duties, or responsibilities, which change would cause Executive’s 's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Paragraphs Section 1 and 2, above, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement); , (B) a relocation by the Xxxxx Savings Entities or either of them of Executive’s 's principal place of employment by to a location more than fifty(50) 30 miles from its location at outside the effective date City of this AgreementWooster, or a material reduction in the benefits and perquisites perquisites, including Base Salary, to the Executive from those being provided as of the effective date of this Agreement; Agreement (except for any reduction that is part of a Company-wide reduction in employee pay or benefits), (C) the a liquidation or dissolution of the Bank; Bank or the Company, or (D) any a material breach of this Agreement by the BankXxxxx Savings Entities or either of them; and (iii) the event specified in Section 4(b) hereof. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), ) or (D), ) above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty thirty (6030) days prior written notice to the Bank given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4)calendar months 90 days after the event giving rise to said right to elect, which termination by Executive shall be an Event of Termination. No payments or benefits shall be due to Executive under this Agreement upon the termination of Executive's employment except as provided in Xxxxxxxx 0, 0, 0 xx 0 xxxxxx.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein therein defined) during the Executive’s term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the termination of Executive’s full-time employment hereunder thereunder due to expiration of this Agreement pursuant to Paragraph 2(a); (ii) the termination by the Bank of Executive’s full-time employment hereunder thereunder for any reason other than a Change in Control as defined in Paragraph 5(a) hereof thereof or for Cause as defined in Paragraph 8 hereofthereof; disability, as defined in Paragraph 6(a) hereofthereof; death; retirement, as defined in Paragraph 7 hereofthereof; (iii) Executive’s resignation from the Bank’s employment, upon (A), ) unless consented to by the Executive, a material change in Executive’s function, duties, or responsibilities, which change would cause Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Paragraphs 1 and 2, above, 2 above (any such material change shall be deemed a continuing breach of this Agreement); (B) a relocation of Executive’s principal place of employment by more than fifty(50) miles from its location at the effective date of this Agreement, or a material reduction in the benefits and perquisites to Executive from those being provided as of the effective date of this Agreement; (C) the liquidation or dissolution of the Bank; or (D) any breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses (A), (B), (C), or (D), ) above, Executive shall have the right to elect to terminate his her employment under this Agreement by resignation upon not less than sixty (60) days prior written notice to the Bank given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4)calendar 4) calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive’s term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the termination of Executive’s full-time employment hereunder due to expiration of this Agreement pursuant to Paragraph 2(a); (ii) the termination by the Bank or the Holding Company of Executive’s full-time employment hereunder for any reason other than a Change in Control as defined in Paragraph termination governed by Section 5(a) hereof hereof, or Termination for Cause as defined in Paragraph 8 hereof; disabilityCause, as defined in Paragraph 6(a) hereof; death; retirement, as defined in Paragraph Section 7 hereof; (iiiii) Executive’s resignation from the Bank’s employment, employ upon (A)) any failure to elect or reelect or to appoint or reappoint Executive as Chief Executive Officer, unless consented to by the Executive, (B) a material change in Executive’s function, duties, or responsibilitiesresponsibilities with the Bank, which change would cause Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Paragraphs 1 and 2Section 1, above, unless consented to by Executive, (any such material change shall be deemed a continuing breach of this Agreement); (BC) a relocation of Executive’s principal place of employment by more than fifty(50) 50 miles from its location at the effective date of this Agreement, or unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to the Executive from those being provided as of the effective date of this Agreement; , unless consented to by the Executive, (CE) the a liquidation or dissolution of the Bank; Bank or Holding Company, or (DF) any breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses (A), (B), (C), (D), (E) or (DF), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice. Such election to terminate shall be deemed to be an involuntary termination provided that (i) the Executive provides notice to the Bank given of the existence of one of the conditions described above within ninety days of the initial existence of the condition and the Bank shall be provided with a reasonable period of time thirty days during which it may remedy the condition and not to exceedpay the payment provided in part (b) below or provide the coverage provided in part (c) below, except in case and (ii) the Date of a continuing breach, four (4)calendar months after Termination is within two years of the event giving rise to said right to electinitial existence of the condition.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive’s 's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an “"Event of Termination” " shall mean and include any one or more of the following: (i) the termination of Executive’s full-time employment hereunder due to expiration of this Agreement pursuant to Paragraph 2(a); (ii) the termination by the Bank of Executive’s 's full-time employment hereunder for any reason other than a Change in Control Control, as defined in Paragraph Section 5(a) hereof or for Cause as defined in Paragraph 8 hereof; disability, as defined in Paragraph Section 6(a) hereof; death; retirement, as defined in Paragraph Section 7 hereof; or Termination for Cause, as defined in Section 8 hereof; (iiiii) Executive’s 's resignation from the Bank’s employment's employ, upon (A), ) unless consented to by the Executive, a material change in Executive’s 's function, duties, or responsibilities, which change would cause Executive’s 's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Paragraphs Sections 1 and 2, above, (any such material change shall be deemed a continuing breach of this Agreement); , (B) a relocation of Executive’s 's principal place of employment by more than fifty(50) 35 miles from its location at the effective date of this Agreement, or a material reduction in the benefits and perquisites to Executive from those being provided as of the effective date of this Agreement; , (C) the liquidation or dissolution of the Bank; , or (D) any breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses (A), (B), (C), ) or (D), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice to the Bank given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4)calendar 4) calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive’s term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the termination of Executive’s full-time employment hereunder due to expiration of this Agreement pursuant to Paragraph 2(a); (ii) the termination by the Bank Holding Company of Executive’s full-time employment hereunder for any reason other than a Change in Control as defined in Paragraph termination governed by Section 5(a) hereof hereof, or for Cause as defined in Paragraph 8 hereof; disabilityCause, as defined in Paragraph 6(a) hereof; death; retirement, as defined in Paragraph Section 7 hereof; (iiiii) Executive’s resignation from the BankHolding Company’s employmentemploy, upon upon, any (A)) failure to elect or reelect or to appoint or reappoint Executive as Chairman of the Board of Directors and Chief Executive Officer, unless consented to by the Executive, (B) a material change in Executive’s function, duties, or responsibilitiesresponsibilities with the Holding Company or its Subsidiaries, which change would cause Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Paragraphs 1 and 2Section 1, above, unless consented to by Executive, (any such material change shall be deemed a continuing breach of this Agreement); (BC) a relocation of Executive’s principal place of employment by more than fifty(50) 30 miles from its location at the effective date of this Agreement, or unless consented to by Executive, (D) a material reduction in the benefits and perquisites to Executive from those being provided as of the effective date of this Agreement; , unless consented to by Executive, (CE) the a liquidation or dissolution of the Bank; Holding Company or the Institution, or (DF) any breach of this Agreement by the BankHolding Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D), (E) or (DF), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice to the Bank given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4)calendar six full calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive’s term of employment under this Agreement, the provisions of this Section 4 shall apply. As Unless Executive otherwise agrees, as used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the termination of Executive’s full-time employment hereunder due to expiration of this Agreement pursuant to Paragraph 2(a); (ii) the termination by the Bank of Executive’s full-time employment hereunder for any reason other than a Change in Control as defined in Paragraph 5(a) hereof termination governed by Section 7 of this Agreement; or for Cause as defined in Paragraph 8 hereof; disability, as defined in Paragraph 6(a) hereof; death; retirement, as defined in Paragraph 7 hereof; (iiiii) Executive’s resignation from the Bank’s employment, upon upon, any (A)) notice to Executive of non-renewal of the term of this Agreement (B) failure to reappoint Executive as Chairman of the Board, unless consented to by the Executive, a (C) material change in Executive’s function, duties, duties or responsibilitiesresponsibilities with the Bank or its subsidiaries, which change would cause Executive’s position position(s) to become one of lesser responsibility, importance, importance or scope from the position and attributes thereof described in Paragraphs Section 1 and 2, above, (any such material change shall be deemed a continuing breach of this Agreement); , (BD) a relocation of Executive’s principal place of employment by more than fifty(50twenty-five (25) miles from its location at the effective date Effective Date of this Agreement, or a (E) material reduction in the benefits and perquisites to Executive from those being provided as of the effective date Effective Date of this Agreement (except as provided for in Section 3(g) of this Agreement; ), (CF) the liquidation or dissolution of the Company or the Bank; , or (DG) any breach of this Agreement by the BankBank or the Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D), (E), (F) or (DG), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice to the Bank given within a reasonable period of time not to exceed, except in case of a continuing breach, four six (4)calendar 6) full calendar months after the event giving rise to said Executive’s right to electelect to terminate his employment.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive’s term of employment under this Agreement, the provisions of this Section 4 shall apply. As Unless Executive otherwise agrees, as used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the termination of Executive’s full-time employment hereunder due to expiration of this Agreement pursuant to Paragraph 2(a); (ii) the termination by the Bank of Executive’s full-time employment hereunder for any reason other than a Change in Control as defined in Paragraph 5(a) hereof termination governed by Section 7 of this Agreement; or for Cause as defined in Paragraph 8 hereof; disability, as defined in Paragraph 6(a) hereof; death; retirement, as defined in Paragraph 7 hereof; (iiiii) Executive’s resignation from the Bank’s employment, upon upon, any (A)) notice to Executive of non-renewal of the term of this Agreement (B) failure to reappoint Executive as President and Chief Executive Officer, unless consented to by the Executive, a (C) material change in Executive’s function, duties, duties or responsibilitiesresponsibilities with the Bank or its subsidiaries, which change would cause Executive’s position position(s) to become one of lesser responsibility, importance, importance or scope from the position and attributes thereof described in Paragraphs Section 1 and 2, above, (any such material change shall be deemed a continuing breach of this Agreement); , (BD) a relocation of Executive’s principal place of employment by more than fifty(50twenty-five (25) miles from its location at the effective date Effective Date of this Agreement, or a (E) material reduction in the benefits and perquisites to Executive from those being provided as of the effective date Effective Date of this Agreement (except as provided for in Section 3(g) of this Agreement; ), (CF) the liquidation or dissolution of the Company or the Bank; , or (DG) any breach of this Agreement by the BankBank or the Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D), (E), (F) or (DG), above, Executive shall have the right to elect to terminate his her employment under this Agreement by resignation upon not less than sixty (60) days prior written notice to the Bank given within a reasonable period of time not to exceed, except in case of a continuing breach, four six (4)calendar 6) full calendar months after the event giving rise to said Executive’s right to electelect to terminate her employment.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon Executive shall diligently and faithfully provide his services to the Employer until the occurrence of an Event of Termination (as herein defined) during the Executive’s 's term of employment under this Agreement, Agreement at which time the provisions of this Section 4 shall apply. As Unless Executive otherwise agrees, as used in this Agreement, an “"Event of Termination” " shall mean and include any one or more of the following: (i) the termination by the Employer of Executive’s 's full-time employment hereunder due to expiration of this Agreement pursuant to Paragraph 2(a); (ii) the termination by the Bank of Executive’s full-time employment hereunder for any reason other than a Change in Control as defined in Paragraph 5(a) hereof termination governed by Section 7 of this Agreement; or for Cause as defined in Paragraph 8 hereof; disability, as defined in Paragraph 6(a) hereof; death; retirement, as defined in Paragraph 7 hereof; (iiiii) Executive’s 's resignation from the Bank’s employmentEmployer, upon upon, any (A)) notice to Executive of non-renewal of the term of this Agreement, unless consented (B) failure to by the Executivereappoint Executive as Chief Executive Officer and President, a (C) material change in Executive’s function's functions, duties, or responsibilitiesresponsibilities with the Employer or its subsidiaries, which change would cause Executive’s position 's position(s) to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Paragraphs Section 1 and 2, above, (any such material change shall be deemed a continuing breach of this Agreement); , (BD) a relocation of Executive’s 's principal place of employment by more than fifty(50twenty-five (25) miles from its location at the effective date Effective Date of this Agreement, or a (E) material reduction in the benefits and perquisites to Executive from those being provided as of the effective date Effective Date of this Agreement; , (CF) the liquidation or dissolution of the Bank; Employer, or (DG) any breach of this Agreement by the BankEmployer. Upon the occurrence of any event described in clauses (A), (B), (C), (D), (E), (F) or (DG), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice to the Bank given within a reasonable period of time not to exceed, except in case of a continuing breach, four six (4)calendar 6) full calendar months after the event giving rise to said Executive's right to electelect to terminate his employment.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon The provisions of this Section 6 shall apply upon the occurrence of an Event of Termination (as herein defined) during the Executive’s 's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an “"Event of Termination” " shall mean and include any one or more of the following: (i) the termination of Executive’s full-time employment hereunder due to expiration of this Agreement pursuant to Paragraph 2(a); (ii) the involuntary termination by the Bank Company of Executive’s 's full-time employment hereunder for any reason other than a Change in Control (A) Disability (as defined in Paragraph 5(aSection 7) hereof or for Cause Retirement (as defined in Paragraph 8 hereof; disabilitySection 7 below), or (B) termination for Cause (as defined in Paragraph 6(a) hereof; death; retirementSection 8 below), provided that such termination of employment constitutes a "Separation from Service" as defined in Paragraph 7 hereofSection 6(e) herein; (iii) or Executive’s 's resignation from the Bank’s employmentCompany, upon (A), unless consented any failure to by the Executive, elect or re-elect or to appoint or re-appoint Executive as a material change in Executive’s function, duties, or responsibilities, which change would cause Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Paragraphs 1 and 2, above, (any such material change shall be deemed a continuing breach of this Agreement); (B) a relocation of Executive’s principal place of employment by more than fifty(50) miles from its location at the effective date of this Agreement, or a material reduction in the benefits and perquisites to Executive from those being provided as senior executive officer of the effective date of this Agreement; (C) the Company, liquidation or dissolution of the Bank; Company other than liquidations or (D) any dissolutions that are caused by reorganizations that do not affect the status of Executive, or material breach of this Agreement by the BankCompany. Upon the occurrence of any event described in clauses (ii) (A), (B), or (C), or (D), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty thirty (6030) days prior written notice to the Bank given within a reasonable period of time not to exceed, except in case of a continuing breach, four exceed ninety (4)calendar months 90) days after the initial event giving rise to said right to elect. The Company shall have thirty (30) days to cure the conditions giving rise to the Event of Termination, provided that the Company may elect to waive such thirty (30) day period. Notwithstanding the preceding sentence, in the event of a continuing breach of this Agreement by the Company, Executive, after giving due notice within the prescribed time frame of an initial event specified above, shall not waive any of his rights solely under this Agreement and this Section by virtue of the fact that Executive has submitted his resignation but has remained in the employment of the Company and is engaged in good faith discussions to resolve any occurrence of an event described in clauses (A), (B), or (C) above. The termination of Executive's employment by the Company, or the Executive's voluntary resignation from the Company's employ, at any time following a Change in Control during the term of this Agreement. For these purposes, a Change in Control of the Company shall mean a change in control of a nature that: (i) would be required to be reported in response to Item 5.01 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx"); or (ii) without limitation such a Change in Control shall be deemed to have occurred at such time as (a) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of Company's outstanding securities, or (b) individuals who constitute the Board on the date hereof (the "Incumbent Board") cease for any reason to constitute a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes of this clause (b), considered as though he were a member of the Incumbent Board; or (c) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Company or similar transaction in which the Company is not the surviving institution occurs or is implemented; or (d) the Company has received a Nomination Solicitation Notice, as that term is defined in Article II, Section 10 of the Company's Bylaws, which Nomination Solicitation Notice is determined to have been filed in a timely manner and in compliance with the Company's Bylaws. Upon the occurrence of an Event of Termination described in Section 6(a)(i) or Section 6(a)(ii), on the Date of Termination, as defined in Section 9(b), the Company shall pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a lump sum amount equal to the greater of (i) one year of Base Salary; or (ii) Base Salary for the remaining term of the Agreement. Upon the occurrence of an Event of Termination described in Section 6(a)(iii) (i.e., a termination of employment in connection with a change in control) which occurs on or before December 1, 2012, on the Date of Termination, as defined in Section 9(b), the Company shall pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a lump sum amount equal to two years of Base Salary. Upon the occurrence of an Event of Termination, the Company will cause to be continued, at Company's sole expense life and non-taxable medical, dental and disability coverage substantially identical to the coverage maintained by the Company for Executive prior to his termination. Such coverage or payment shall continue for thirty-six (36) months from the Date of Termination.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as defined herein definedbelow) during the Executive’s term of employment under this Agreement, the provisions of this Section 4 shall apply. As used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the involuntary termination of Executive’s full-time employment hereunder due to expiration of under this Agreement pursuant to Paragraph 2(a); (ii) the termination by the Bank of Executive’s full-time employment hereunder Employers for any reason other than a Change in Control as defined in Paragraph 5(a) hereof termination governed by Section 7 of this Agreement; or for Cause as defined in Paragraph 8 hereof; disability, as defined in Paragraph 6(a) hereof; death; retirement, as defined in Paragraph 7 hereof; (iiiii) Executive’s resignation from his employment with the Bank’s employmentEmployers for Good Reason, upon which shall mean any of the following: (A)) failure to re-appoint Executive to his positions set forth in Section 1 of this Agreement, unless consented Executive consents to by the such event, or a termination without cause of Executive’s employment as set forth in Section l(c) of this Agreement, a (B) material change in Executive’s functionfunctions, duties, or responsibilitiesresponsibilities with the Employers or their subsidiaries, which change would cause Executive’s position position(s) to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Paragraphs 1 and 2scope, aboveunless Executive consents to such event, (any such material change shall be deemed a continuing breach of this Agreement); (BC) a relocation of Executive’s principal place of employment by more than fifty(50twenty-five (25) miles from its location at the effective date Effective Date, unless Executive consents to such event, (D) material reduction (except to the extent provided for in Section 3(g) of this Agreement) in the annual compensation, unless Executive consents to such event, or (E) a material reduction in the benefits and perquisites to Executive from those being provided as of the effective date of this Agreement; (C) the liquidation or dissolution of the Bank; or (D) any breach of this Agreement by the BankBank or the Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D) or (D), E) above, Executive shall have the right to elect to terminate his employment, provided, however, that prior to any termination of employment under this Agreement by resignation upon not less than sixty (60) days prior for Good Reason, the Executive must first provide written notice to the Bank given Employers within a reasonable period ninety (90) days of time not to exceedthe initial existence of the condition, except in case describing the existence of a continuing breachsuch condition, four (4)calendar months after and the event giving rise to said Employers shall thereafter have the right to electremedy the condition within thirty (30) days of the date the Employer received the written notice from the Executive, provided that the cure period may be waived. If the Employers remedies the condition within such thirty (30) day cure period, then no Good Reason shall be deemed to exist with respect to such condition.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive’s term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the termination of Executive’s full-time employment hereunder due to expiration of this Agreement pursuant to Paragraph 2(a); (ii) the termination by the Bank Holding Company of Executive’s full-time employment hereunder for any reason other than a Change in Control as defined in Paragraph termination governed by Section 5(a) hereof hereof, or Termination for Cause as defined in Paragraph 8 hereof; disabilityCause, as defined in Paragraph 6(a) hereof; death; retirement, as defined in Paragraph Section 7 hereof; (iiiii) Executive’s resignation from the BankHolding Company’s employment, employ upon (A)) any failure to elect or reelect or to appoint or reappoint Executive as President and Chief Executive Officer, unless consented to by the Executive, (B) a material change in Executive’s function, duties, or responsibilitiesresponsibilities with the Holding Company or its Subsidiaries, which change would cause Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Paragraphs 1 and 2Section 1, above, unless consented to by the Executive, (any such material change shall be deemed a continuing breach of this Agreement); (BC) a relocation of Executive’s principal place of employment by more than fifty(50) 50 miles from its location at the effective date of this Agreement, or unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to the Executive from those being provided as of the effective date of this Agreement; , unless consented to by the Executive, (CE) the a liquidation or dissolution of the Bank; Holding Company or the Institution, or (DF) any breach of this Agreement by the BankHolding Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D), (E) or (DF), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice to the Bank given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4)calendar six full calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon The provisions of this Section 6 shall apply upon the occurrence of an Event of Termination (as herein defined) during the Executive’s 's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an “"Event of Termination” " shall mean and include any one or more of the following: (i) the termination of Executive’s full-time employment hereunder due to expiration of this Agreement pursuant to Paragraph 2(a); (ii) the involuntary termination by the Bank Company of Executive’s 's full-time employment hereunder for any reason other than a Change in Control (A) Disability (as defined in Paragraph 5(aSection 7) hereof or for Cause Retirement (as defined in Paragraph 8 hereof; disabilitySection 7 below), or (B) termination for Cause (as defined in Paragraph 6(a) hereof; death; retirementSection 8 below), provided that such termination of employment constitutes a "Separation from Service" as defined in Paragraph 7 hereofSection 6(e) herein; (iii) or Executive’s 's resignation from the Bank’s employmentCompany, upon (A), unless consented any failure to by the Executive, elect or re-elect or to appoint or re-appoint Executive as a material change in Executive’s function, duties, or responsibilities, which change would cause Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Paragraphs 1 and 2, above, (any such material change shall be deemed a continuing breach of this Agreement); (B) a relocation of Executive’s principal place of employment by more than fifty(50) miles from its location at the effective date of this Agreement, or a material reduction in the benefits and perquisites to Executive from those being provided as senior executive officer of the effective date of this Agreement; (C) the Company, liquidation or dissolution of the Bank; Company other than liquidations or (D) any dissolutions that are caused by reorganizations that do not affect the status of Executive, or material breach of this Agreement by the BankCompany. Upon the occurrence of any event described in clauses (ii) (A), (B), or (C), or (D)) , above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty thirty (6030) days prior written notice to the Bank given within a reasonable period of time not to exceed, except in case of a continuing breach, four exceed ninety (4)calendar months 90) days after the initial event giving rise to said right to elect. The Company shall have thirty (30) days to cure the conditions giving rise to the Event of Termination, provided that the Company may elect to waive such thirty (30) day period. Notwithstanding the preceding sentence, in the event of a continuing breach of this Agreement by the Company, Executive, after giving due notice within the prescribed time frame of an initial event specified above, shall not waive any of his rights solely under this Agreement and this Section by virtue of the fact that Executive has submitted his resignation but has remained in the employment of the Company and is engaged in good faith discussions to resolve any occurrence of an event described in clauses (A), (B), or (C) above. The termination of Executive's employment by the Company, or the Executive's voluntary resignation from the Company's employ, at any time following a Change in Control during the term of this Agreement. For these purposes, a Change in Control of the Company shall mean a change in control of a nature that: (i) would be required to be reported in response to Item 5.01 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx"); or (ii) without limitation such a Change in Control shall be deemed to have occurred at such time as (a) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of Company's outstanding securities, or (b) individuals who constitute the Board on the date hereof (the "Incumbent Board") cease for any reason to constitute a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes of this clause (b), considered as though he were a member of the Incumbent Board; or (c) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Company or similar transaction in which the Company is not the surviving institution occurs or is implemented; or (d) the Company has received a Nomination Solicitation Notice, as that term is defined in Article II, Section 10 of the Company's Bylaws, which Nomination Solicitation Notice is determined to have been filed in a timely manner and in compliance with the Company's Bylaws.. Upon the occurrence of an Event of Termination described in Section 6(a)(i) or Section 6(a)(ii), on the Date of Termination, as defined in Section 9(b), the Company shall pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a lump sum amount equal to the greater of (i) one year of Base Salary; or (ii) Base Salary for the remaining term of the Agreement. Upon the occurrence of an Event of Termination described in Section 6(a)(iii) (i.e., a termination of employment in connection with a change in control) which occurs on or before December 1, 2012, on the Date of Termination, as defined in Section 9(b), the Company shall pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a lump sum amount equal to two years of Base Salary. Upon the occurrence of an Event of Termination, the Company will cause to be continued, at Company's sole expense life and non-taxable medical, dental and disability coverage substantially identical to the coverage maintained by the Company for Executive prior to his termination. Such coverage or payment shall continue for thirty-six (36) months from the Date of Termination.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive’s 's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an “"Event of Termination” " shall mean and include any one or more of the following: (i) the termination by the Holding Company of Executive’s full-time employment hereunder due to expiration of this Agreement pursuant to Paragraph 2(a); (ii) the termination by the Bank of Executive’s 's full-time employment hereunder for any reason other than a Change in Control as defined in Paragraph termination governed by Section 5(a) hereof hereof, or for Cause as defined in Paragraph 8 hereof; disabilityCause, as defined in Paragraph 6(a) hereof; death; retirement, as defined in Paragraph Section 7 hereof; (iiiii) Executive’s 's resignation from the Bank’s employmentHolding Company's employ, upon (A), ) any failure to elect or reelect or to appoint or reappoint Executive as President and Chief Executive Officer unless consented to by the Executive, (B) a material change in Executive’s 's function, duties, or responsibilitiesresponsibilities with the Holding Company or its Subsidiaries, which change would cause Executive’s 's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Paragraphs 1 and 2Section 1, above, unless consented to by the Executive, (any such material change shall be deemed a continuing breach of this Agreement); (BC) a relocation of Executive’s 's principal place of employment by more than fifty(50) 30 miles from its location at the effective date of this Agreement, or unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to the Executive from those being provided as of the effective date of this Agreement; , unless consented to by the Executive, (CE) the a liquidation or dissolution of the Bank; Holding Company or the Institution, or (DF) any breach of this Agreement by the BankHolding Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D), (E) or (DF), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice to the Bank given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4)calendar six full calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive’s term of employment under this Agreement, the provisions of this Section 4 shall apply. As Unless Executive otherwise agrees, as used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the termination of Executive’s full-time employment hereunder due to expiration of this Agreement pursuant to Paragraph 2(a); (ii) the termination by the Company or Bank of Executive’s full-time employment hereunder for any reason other than a Change in Control as defined in Paragraph 5(a) hereof termination governed by Section 7 of this Agreement; or for Cause as defined in Paragraph 8 hereof; disability, as defined in Paragraph 6(a) hereof; death; retirement, as defined in Paragraph 7 hereof; (iiiii) Executive’s resignation from the Bank’s employmentBank or Company, upon upon, any (A)) notice to Executive of non-renewal of the term of this Agreement (B) failure to reappoint Executive as Executive Vice President and Senior Lending Officer, unless consented to by the Executive, a (C) material change in Executive’s functionfunctions, duties, or responsibilitiesresponsibilities with the Bank, the Company or its subsidiaries, which change would cause Executive’s position position(s) to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Paragraphs Section 1 and 2, above, (any such material change shall be deemed a continuing breach of this Agreement); (B) a relocation of Executive’s principal place of employment by more than fifty(50) miles from its location at the effective date of this Agreement, or a (D) material reduction in the benefits and perquisites provided to Executive from those being provided as of the effective date of this Agreement; , except to the extent such coverage may be changed in its application to all Bank employees, (CE) the liquidation or dissolution of the Company or the Bank; , or (DF) any breach of this Agreement by the BankBank or Company. Upon the occurrence of any event described in clauses (A), (B), (C), (E) or (DF), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice to the Bank given within a reasonable period of time not to exceed, except in case of a continuing breach, four six (4)calendar 6) full calendar months after the event giving rise to said Executive’s right to electelect to terminate his employment.