Common use of Termination Following a Change in Control Clause in Contracts

Termination Following a Change in Control. If the Director does not exercise his withdrawal rights pursuant to Subsection 2.2 and a Change in Control occurs at the Bank, followed within thirty-six (36) months by either (i) the Director's involuntary termination of service, or (ii) Director's voluntary termination of service after: (A) a material change in the Director's function, duties, or responsibilities, which change would cause the Director's position to become one of lesser responsibility, importance, or scope from the position the Director held at the time of the Change in Control, (B) a relocation of the Director's principal place of service by more than thirty (30) miles from its location prior to the Change in Control, or (C) a material reduction in the benefits and perquisites to the Director from those being provided at the time of the Change in Control, the Emeritus Contributions as set forth on Schedule A shall continue to be required of the Bank. The Bank shall be required to make an immediate lump sum Contribution to the Director's Retirement Income Trust Fund in an amount equal to: (i) the full Emeritus Contribution required for the Plan Year in which such termination occurs, if not yet made, plus (ii) the present value (computed using a discount rate equal to the Interest Factor) of all remaining Emeritus Contributions to the Retirement Income Trust Fund, and (iii) the present value (computed using the a discount rate equal to the Interest Factor) of the interest only component of the Elective Contribution; provided, however, that, if necessary, an additional amount shall be contributed to the Retirement Income Trust Fund which is sufficient to provide the Director with after-tax benefits (assuming a constant tax rate equal to the rate in effect as of the date of Director's termination) beginning at Benefit Age following such termination, equal in amount to that benefit which would have been payable to the Director if no secular trust had been implemented and the benefit obligation had been accrued under APB Opinion No. 12, as amended by FAS 106.

Termination Following a Change in Control. If the Director does not exercise exercises his withdrawal rights pursuant to Subsection 2.2 and 2.2, Phantom Contributions shall commence in the Plan Year following the Plan Year in which the Director first exercises his withdrawal rights. If a Change in Control occurs at the Bank, followed and within thirty-six (36) months by of such Change in Control, the Director's service is either (i) the Director's involuntary termination of serviceinvoluntarily terminated, or (ii) Director's voluntary termination of service voluntarily terminated by the Director after: (A) a material change in the Director's function, duties, or responsibilities, which change would cause the Director's position to become one of lesser responsibility, importance, or scope from the position the Director held at the time of the Change in Control, (B) a relocation of the Director's principal place of service by more than thirty (30) miles from its location prior to the Change in Control, or (C) a material reduction in the benefits and perquisites to the Director from those being provided at the time of the Change in Control, the Emeritus Contributions as Phantom Contribution set forth on Schedule A below shall continue to be required of the Bank. The Bank shall be required to make an immediate record a lump sum Phantom Contribution to in the Accrued Benefit Account within ten (10) days of the Director's Retirement Income Trust Fund in an amount termination of service equal to: to (i) the full Emeritus Contribution required for the Plan Year in which such termination occurs, if not yet made, plus (ii) the present value (computed using a discount rate equal to the Interest Factor) of all remaining Emeritus Contributions to the Retirement Income Trust Fund, and (iii) the present value (computed using the a discount rate equal to the Interest Factor) of the interest only component of the Elective Contribution; provided, however, that, if necessary, an additional . The amount of such final Phantom Contribution shall be contributed to actuarially determined based on the Retirement Income Trust Fund which is sufficient Phantom Contribution required, at such time, in order to provide the Director with after-tax benefits (assuming a constant tax rate equal to the rate in effect as of the date of Director's termination) beginning at Benefit Age following such termination, benefit via this Agreement equal in amount to that benefit which would have been payable to the Director if no secular trust had been implemented and the benefit obligation had been accrued under APB Opinion No. 12, as amended by FAS 106. (Such actuarial determination shall reflect the fact that amounts shall be payable from both the Accrued Benefit Account as well as the Retirement Income Trust Fund and shall also reflect the amount and timing of any withdrawal(s) made by the Director from the Retirement Income Trust Fund pursuant to Subsection 2.2.)

Termination Following a Change in Control. If the Director does not exercise his withdrawal rights pursuant to Subsection 2.2 and a Change in Control occurs at the Bank, followed within thirty-six (36) months by either (i) the Director's involuntary termination of service, or (ii) Director's voluntary termination of service after: (A) a material change in the Director's function, duties, or responsibilities, which change would cause the Director's position to become one of lesser responsibility, importance, or scope from the position the Director held at the time of the Change in Control, (B) a relocation of the Director's principal place of service by more than thirty (30) miles from its location prior to the Change in Control, or (C) a material reduction in the benefits and perquisites to the Director from those being provided at the time of the Change in Control, the Emeritus Contributions as set forth on Schedule A shall continue to be required of the Bank. The Bank shall be required to make an immediate lump sum Contribution to the Director's Retirement Income Trust Fund in an amount equal to: (i) the full Emeritus Contribution required for the Plan Year in which such termination occurs, if not yet made, plus (ii) the present value (computed using a discount rate equal to the Interest Factor) of all remaining Emeritus Contributions to the Retirement Income Trust Fund, and (iii) the present value (computed using the a discount rate equal to the Interest Factor) of the interest only component of the Elective Contribution; provided, however, that, if necessary, an additional amount shall be contributed to the Retirement Income Trust Fund which is sufficient to provide the Director with after-tax benefits (assuming a constant tax rate equal to the rate in effect as of the date of Director's =s termination) beginning at Benefit Age following such termination, equal in amount to that benefit which would have been payable to the Director if no secular trust had been implemented and the benefit obligation had been accrued under APB Opinion No. 12, as amended by FAS 106.

Termination Following a Change in Control. If the Director does not exercise exercises his withdrawal rights pursuant to Subsection 2.2 and 2.2, Phantom Contributions shall commence in the Plan Year following the Plan Year in which the Director first exercises his withdrawal rights. If a Change in Control occurs at the Bank, followed and within thirty-six (36) months by of such Change in Control, the Director's service is either (i) the Director's involuntary termination of serviceinvoluntarily terminated, or (ii) Director's voluntary termination of service voluntarily terminated by the Director after: (A) a material change in the Director's function, duties, or responsibilities, which change would cause the Director's position to become one of lesser responsibility, importance, or scope from the position the Director held at the time of the Change in Control, (B) a relocation of the Director's principal place of service by more than thirty (30) miles from its location prior to the Change in Control, or (C) a material reduction in the benefits and perquisites to the Director from those being provided at the time of the Change in Control, the Emeritus Contributions as Phantom Contribution set forth on Schedule A below shall continue to be required of the Bank. The Bank shall be required to make an immediate record a lump sum Phantom Contribution to in the Accrued Benefit Account within ten (10) days of the Director's Retirement Income Trust Fund in an amount =s termination of service equal to: to (i) the full Emeritus Contribution required for the Plan Year in which such termination occurs, if not yet made, plus (ii) the present value (computed using a discount rate equal to the Interest Factor) of all remaining Emeritus Contributions to the Retirement Income Trust Fund, and (iii) the present value (computed using the a discount rate equal to the Interest Factor) of the interest only component of the Elective Contribution; provided, however, that, if necessary, an additional . The amount of such final Phantom Contribution shall be contributed to actuarially determined based on the Retirement Income Trust Fund which is sufficient Phantom Contribution required, at such time, in order to provide the Director with after-tax benefits (assuming a constant tax rate equal to the rate in effect as of the date of Director's termination) beginning at Benefit Age following such termination, benefit via this Agreement equal in amount to that benefit which would have been payable to the Director if no secular trust had been implemented and the benefit obligation had been accrued under APB Opinion No. 12, as amended by FAS 106. (Such actuarial determination shall reflect the fact that amounts shall be payable from both the Accrued Benefit Account as well as the Retirement Income Trust Fund and shall also reflect the amount and timing of any withdrawal(s) made by the Director from the Retirement Income Trust Fund pursuant to Subsection 2.2.)

Termination Following a Change in Control. If the Director Executive does not exercise his withdrawal rights pursuant to Subsection 2.2 and a Change in Control occurs at the Bank, followed within thirty-six (36) months by either (i) the DirectorExecutive's involuntary termination of serviceemployment, or (ii) DirectorExecutive's voluntary termination of service employment after: (A) a material change in the DirectorExecutive's function, duties, or responsibilities, which change would cause the DirectorExecutive's position to become one of lesser responsibility, importance, or scope from the position the Director Executive held at the time of the Change in Control, (B) a relocation of the DirectorExecutive's principal place of service employment by more than thirty (30) miles from its location prior to the Change in Control, or (C) a material reduction in the benefits and perquisites to the Director Executive from those being provided at the time of the Change in Control, the Emeritus Contributions as Contribution set forth on Schedule A shall continue to be required of the Bank. The Bank shall be required to make an immediate lump sum Contribution to the DirectorExecutive's Retirement Income Trust Fund in an amount equal to: (i) the full Emeritus Contribution required for the Plan Year in which such involuntary termination occurs, if not yet made, plus (ii) the present value (computed using a discount rate equal to the Interest Factor) of all remaining Emeritus Contributions to the Retirement Income Trust Fund, and (iii) the present value (computed using the a discount rate equal to the Interest Factor) of the interest only component of the Elective Contribution; provided, however, that, if necessary, an additional amount shall be contributed to the Retirement Income Trust Fund which is sufficient to provide the Director Executive with after-tax benefits (assuming a constant tax rate equal to the rate in effect as of the date of DirectorExecutive's termination) beginning at his Benefit Age following such terminationAge, equal in amount to that benefit which would have been payable to the Director Executive if no secular trust had been implemented and the benefit obligation had been accrued under APB Opinion No. 12, as amended by FAS 106.

Termination Following a Change in Control. If If, within the Director does not exercise his withdrawal rights pursuant to Subsection 2.2 and two year period following a Change in Control occurs at (as defined below), (X) Executive's employment is terminated by the BankCompany or by the Employer for any reason other than Executive's death or disability or for Cause, followed within thirty-six or (36Y) months by either Executive terminates his employment for Good Reason, (i) the DirectorCompany or the Employer shall pay Executive as severance a lump sum amount equal to (A) two times the sum of (1) Executive's involuntary termination then Base Salary plus (2) Executive's highest annual Performance Bonus in the three year period immediately preceding such Change in Control and (B) the present value of serviceall other benefits otherwise payable through the then remaining Employment Period under Sections 3(d) and 3(f) of this Agreement, or and (ii) Director's voluntary termination all outstanding equity incentive awards shall immediately vest, and Executive shall be entitled to receive a lump sum amount equal to the "spread" on any then outstanding stock options or similar awards held by Executive in exchange for the surrender and cancellation of service after: (A) a material change such awards. A Change in the Director's function, duties, or responsibilities, which change would cause the Director's position Control shall be deemed to become one of lesser responsibility, importance, or scope from the position the Director held at the time have occurred if any of the Change in Control, (B) a relocation of the Director's principal place of service by more than thirty (30) miles from its location prior to the Change in Control, or (C) a material reduction in the benefits and perquisites to the Director from those being provided at the time of the Change in Control, the Emeritus Contributions as set forth on Schedule A following conditions shall continue to be required of the Bank. The Bank shall be required to make an immediate lump sum Contribution to the Director's Retirement Income Trust Fund in an amount equal tohave been satisfied: (i) any "person" as such term is used in Section 13(d) and 14(d) of the full Emeritus Contribution required for Securities Exchange Act of 1934, as amended (the Plan Year "Exchange Act") (other than the Company; any trustee or other fiduciary holding securities under an employee benefit plan of the Company; or any company owned, directly or indirectly, by the stockholders of the Company in which substantially the same proportions as their ownership at such termination occurstime of stock of the Company), if is or becomes after the Effective Date the "beneficial owner" (as defined in Rules 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company (not yet madeincluded in the securities beneficially owned by such person any securities acquired directly from the Company) representing 35% or more of the combined voting power of the Company's then outstanding securities, plus (ii) the present value during any period of two consecutive years (computed using a discount rate equal not including any period prior to the Interest Factor) Effective Date), individuals who at the beginning of all remaining Emeritus Contributions to such period constitute the Retirement Income Trust FundBoard of Directors, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described within this definition of Change in Control) whose election by the Board of Directors or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds of the Board of Directors then still in office who either were members of the Board of Directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof, (iii) the present value (computed using stockholders of the Company approve a discount rate equal merger or consolidation of the Company with any other entity and, in connection with such merger or consolidation, individuals who constitute the Board of Directors immediately prior to the Interest Factor) time any agreement to effect such merger or consolidation is entered into fail for any reason to constitute at least a majority of the interest only component board of directors of the Elective Contribution; providedsurviving corporation following the consummation of such merger or consolidation, however, that, if necessary, an additional amount shall be contributed to or (iv) the Retirement Income Trust Fund which is sufficient to provide the Director with after-tax benefits (assuming a constant tax rate equal to the rate in effect as stockholders of the date Company approve (a) a plan of Directorcomplete liquidation of the Company or (b) an agreement for the sale or disposition by the Company of all or substantially all the Company's termination) beginning at Benefit Age following such termination, equal in amount to that benefit which would have been payable to the Director if no secular trust had been implemented and the benefit obligation had been accrued under APB Opinion No. 12, as amended by FAS 106assets.

Termination Following a Change in Control. If the Director does not exercise Executive exercises his withdrawal rights pursuant to Subsection 2.2 and 2.2, Phantom Contributions shall commence in the Plan Year following the Plan Year in which the Executive first exercises his withdrawal rights. If a Change in Control occurs at the Bank, followed and within thirty-six (36) months by of such Change in Control, the Executive’s employment is either (i) the Director's involuntary termination of serviceinvoluntarily terminated, or (ii) Director's voluntary termination of service voluntarily terminated by the Executive after: (A) a material change in the Director's Executive’s function, duties, or responsibilities, which change would cause the Director's Executive’s position to become one of lesser responsibility, importance, or scope from the position the Director Executive held at the time of the Change in Control, (B) a relocation of the Director's Executive’s principal place of service employment by more than thirty (30) miles from its location prior to the Change in Control, or (C) a material reduction in the benefits and perquisites to the Director Executive from those being provided at the time of the Change in Control, the Emeritus Contributions as Phantom Contribution set forth on Schedule A below shall continue to be required of the Bank. The Bank shall be required to make an immediate record a lump sum Phantom Contribution in the Accrued Benefit Account within ten (10) days of the Executive’s termination of employment. The amount of such final Phantom Contribution shall be actuarially determined based on the Phantom Contribution required, at such time, in order to provide a benefit via this Agreement equivalent to the Director's Supplemental Retirement Income Trust Fund in Benefit, on an amount equal to: (i) after-tax basis, commencing on the full Emeritus Contribution required Executive’s Benefit Eligibility Date and continuing for the Plan Year in which such termination occurs, if not yet made, plus (ii) the present value (computed using a discount rate equal to the Interest Factor) of all remaining Emeritus Contributions to the Retirement Income Trust Fund, and (iii) the present value (computed using the a discount rate equal to the Interest Factor) duration of the interest only component of Payout Period. (Such actuarial determination shall reflect the Elective Contribution; provided, however, that, if necessary, an additional amount fact that amounts shall be contributed to payable from both the Accrued Benefit Account as well as the Retirement Income Trust Fund which is sufficient and shall also reflect the amount and timing of any withdrawal(s) made by the Executive from the Retirement Income Trust Fund pursuant to provide the Director with after-tax benefits (assuming a constant tax rate equal to the rate in effect as of the date of Director's termination) beginning at Benefit Age following such termination, equal in amount to that benefit which would have been payable to the Director if no secular trust had been implemented and the benefit obligation had been accrued under APB Opinion No. 12, as amended by FAS 106Subsection 2.2.)

Termination Following a Change in Control. If the Director Executive does not exercise his withdrawal rights pursuant to Subsection 2.2 and a Change in Control occurs at the Bank, followed within thirty-six (36) months by either (i) the Director's Executive’s involuntary termination of serviceemployment, or (ii) Director's Executive’s voluntary termination of service employment after: (A) a material change in the Director's Executive’s function, duties, or responsibilities, which change would cause the Director's Executive’s position to become one of lesser responsibility, importance, or scope from the position the Director Executive held at the time of the Change in Control, (B) a relocation of the Director's Executive’s principal place of service employment by more than thirty (30) miles from its location prior to the Change in Control, or (C) a material reduction in the benefits and perquisites to the Director Executive from those being provided at the time of the Change in Control, the Emeritus Contributions as Contribution set forth on Schedule A shall continue to be required of the Bank. The Bank shall be required to make an immediate lump sum Contribution contribution to the Director's Retirement Income Trust Fund in an amount equal to: to (i) the full Emeritus Contribution required for the Plan Year in which such termination occurs, if not yet made, plus (ii) the present value (computed using a discount rate equal to the Interest Factor) of all remaining Emeritus Contributions to the Retirement Income Trust Fund, and (iii) the present value (computed using the a discount rate equal to the Interest Factor) of the interest only component of the Elective Contribution; provided, however, that, if necessary, in no event shall the Contribution be less than an additional amount shall be contributed to the Retirement Income Trust Fund which is sufficient to provide the Director Executive with after-tax benefits (assuming a constant tax rate equal to the rate in effect as of the date of Director's Executive’s termination) beginning at his Benefit Age following such terminationAge, equal in amount to that benefit which would have been payable to the Director Executive if no secular trust had been implemented and the benefit obligation had been accrued under APB Opinion No. 12, as amended by FAS 106.

Termination Following a Change in Control. If the Director does not exercise his withdrawal rights pursuant to Subsection 2.2 and a Change in Control occurs at the Bank, followed within thirty-six (36) months by either (i) the Director's ’s involuntary termination of service, or (ii) Director's ’s voluntary termination of service after: (A) a material change in the Director's ’s function, duties, or responsibilities, which change would cause the Director's ’s position to become one of lesser responsibility, importance, or scope from the position the Director held at the time of the Change in Control, (B) a relocation of the Director's ’s principal place of service by more than thirty (30) miles from its location prior to the Change in Control, or (C) a material reduction in the benefits and perquisites to the Director from those being provided at the time of the Change in Control, the Emeritus Contributions as set forth on Schedule A shall continue to be required of the Bank. The Bank shall be required to make an immediate lump sum Contribution to the Director's ’s Retirement Income Trust Fund in an amount equal to: (i) the full Emeritus Contribution required for the Plan Year in which such termination occurs, if not yet made, plus (ii) the present value (computed using a discount rate equal to the Interest Factor) of all remaining Emeritus Contributions to the Retirement Income Trust Fund, and (iii) the present value (computed using the a discount rate equal to the Interest Factor) of the interest only component of the Elective Contribution; provided, however, that, if necessary, an additional amount shall be contributed to the Retirement Income Trust Fund which is sufficient to provide the Director with after-tax benefits (assuming a constant tax rate equal to the rate in effect as of the date of Director's =s termination) beginning at Benefit Age following such termination, equal in amount to that benefit which would have been payable to the Director if no secular trust had been implemented and the benefit obligation had been accrued under APB Opinion No. 12, as amended by FAS 106.

Termination Following a Change in Control. If the Director does not exercise Executive exercises his withdrawal rights pursuant to Subsection 2.2 and 2.2, Phantom Contributions shall commence in the Plan Year following the Plan Year in which the Executive first exercises his withdrawal rights. If a Change in Control occurs at the Bank, followed and within thirty-six (36) months by of such Change in Control, the Executive's employment is either (i) the Director's involuntary termination of serviceinvoluntarily terminated, or (ii) Director's voluntary termination of service voluntarily terminated by the Executive after: (A) a material change in the DirectorExecutive's function, duties, or responsibilities, which change would cause the DirectorExecutive's position to become one of lesser responsibility, importance, or scope from the position the Director Executive held at the time of the Change in Control, (B) a relocation of the DirectorExecutive's principal place of service employment by more than thirty (30) miles from its location prior to the Change in Control, or (C) a material reduction in the benefits and perquisites to the Director Executive from those being provided at the time of the Change in Control, the Emeritus Contributions as Phantom Contribution set forth on Schedule A below shall continue to be required of the Bank. The Bank shall be required to make an immediate record a lump sum Phantom Contribution in the Accrued Benefit Account within ten (10) days of the Executive's termination of employment. The amount of such final Phantom Contribution shall be actuarially determined based on the Phantom Contribution required, at such time, in order to provide a benefit via this Agreement equivalent to the Director's Supplemental Retirement Income Trust Fund in Benefit, on an amount equal to: (i) after-tax basis, commencing on the full Emeritus Contribution required Executive's Benefit Eligibility Date and continuing for the Plan Year in which such termination occurs, if not yet made, plus (ii) the present value (computed using a discount rate equal to the Interest Factor) of all remaining Emeritus Contributions to the Retirement Income Trust Fund, and (iii) the present value (computed using the a discount rate equal to the Interest Factor) duration of the interest only component of Payout Period. (Such actuarial determination shall reflect the Elective Contribution; provided, however, that, if necessary, an additional amount fact that amounts shall be contributed to payable from both the Accrued Benefit Account as well as the Retirement Income Trust Fund which is sufficient and shall also reflect the amount and timing of any withdrawal(s) made by the Executive from the Retirement Income Trust Fund pursuant to provide the Director with after-tax benefits (assuming a constant tax rate equal to the rate in effect as of the date of Director's termination) beginning at Benefit Age following such termination, equal in amount to that benefit which would have been payable to the Director if no secular trust had been implemented and the benefit obligation had been accrued under APB Opinion No. 12, as amended by FAS 106Subsection 2.2.)

Termination Following a Change in Control. If Notwithstanding the Director does not exercise his withdrawal rights pursuant to Subsection 2.2 and provisions of Section 1.5 (Termination by Employer) or Section 1.6 (Termination by Employee) hereof, if, during the twenty-four (24) month period after a Change in Control occurs at the Bank, followed within thirty-six (36) months by either (i) the Director's involuntary termination of service, or (ii) Director's voluntary termination of service after: (A) a material change in the Director's function, duties, or responsibilities, which change would cause the Director's position to become one of lesser responsibility, importance, or scope from the position the Director held at the time of the Change in Control, Employee terminates his employment for Company Breach or Forced Relocation (Bas defined below), or if Employer or Parent terminates Employee Without Cause during such period, then in lieu of any payments that Employee would be otherwise entitled to receive pursuant to Section 1.5(f)(iii) or Section 1.6(d)(ii) of this Agreement, Employer shall pay to Employee as severance pay and as liquidated damages (because actual damages are difficult to ascertain), in a relocation of the Director's principal place of service by more than lump sum, in cash, within thirty (30) miles from its location days after termination, an amount which is equal to three (3) times the sum of (A) Employee’s Base Salary as of the Date of Termination (or such greater amount of Base Salary that was paid to Employee prior to any material salary reduction that serves as the Change in Control, basis for termination by Employee upon Company Breach) plus (B) the greater of (x) the amount of the annual incentive payment that Employee received (or will receive) pursuant to Section 1.4(b) (Annual Incentive Payment) for the fiscal year of Parent immediately preceding the fiscal year of the Date of Termination or (Cy) a material reduction in the benefits and perquisites to the Director from those being provided at the time average of the Change in Control, the Emeritus Contributions as set forth on Schedule A shall continue annual incentive payments made (or to be required made) to Employee for each of the Bank. The Bank shall be required to make an immediate lump sum Contribution to last three fiscal years of Parent immediately preceding the Director's Retirement Income Trust Fund in an amount equal to: (i) fiscal year that includes the full Emeritus Contribution required for the Plan Year in which such termination occurs, if not yet made, plus (ii) the present value (computed using a discount rate equal to the Interest Factor) Date of all remaining Emeritus Contributions to the Retirement Income Trust Fund, and (iii) the present value (computed using the a discount rate equal to the Interest Factor) of the interest only component of the Elective ContributionTermination; provided, however, thatthat if such payment, if necessaryeither alone or together with other payments or benefits, either cash or non-cash, that Employee has the right to receive from Employer, including, but not limited to, accelerated vesting or payment of any deferred compensation, options, stock appreciation rights or any benefits payable to Employee under any plan for the benefit of employees, would constitute an additional amount “excess parachute payment” (as defined in Section 280G of the Internal Revenue Code of 1986), then such payment or other benefit shall be contributed reduced to the Retirement Income Trust Fund which largest amount that will not result in receipt by Employee of a parachute payment. The determination of the amount of the payment described in this Section shall be made by Parent’s independent auditors. In addition, Employee will be entitled to (X) the services of an outplacement consultant who is sufficient selected by Employer and reasonably acceptable to provide Employee and whose fees are paid by Employer and (Y) reimbursement from Employer for all reasonable costs and expenses (including without limitation, attorneys’ fees) incurred by Employee in enforcing the Director with after-tax benefits provisions of this Section 1.7(b) or Section 1.8 (assuming Employee Benefits after Termination) against Employer or Parent. For the purposes of this Section 1.7(b), after a constant tax rate equal Change in Control, “Forced Relocation” shall mean Parent or Employer requiring Employee to the rate be based at any place outside a fifty (50) mile radius of Parent’s Carrollton, Texas headquarters as in effect as of use on the date of Director's terminationthis Agreement, except for reasonable travel on behalf of Employer or Parent. Employee hereby acknowledges and agrees that the payments by Employer under this Section 1.7(b) beginning at Benefit Age shall be the sole and exclusive remedy of Employee for termination of Employee’s employment Without Cause or by reason of a Company Breach or Forced Relocation within the twenty-four (24) month period following such terminationa Change in Control, equal and Employee hereby waives any and all other remedies under law or in amount to that benefit which would have been payable to the Director if no secular trust had been implemented and the benefit obligation had been accrued under APB Opinion No. 12, as amended by FAS 106equity.

Termination Following a Change in Control. If the Director does not exercise Executive exercises his withdrawal rights pursuant to Subsection 2.2 and 2.2, Phantom Contributions shall commence in the Plan Year following the Plan Year in which the Executive first exercises his withdrawal rights. If a Change in Control occurs at the Bank, followed and within thirty-six (36) months by of such Change in Control, the Executive's service is either (i) the Director's involuntary termination of serviceinvoluntarily terminated, or (ii) Director's voluntary termination of service voluntarily terminated by the Executive after: (A) a material change in the DirectorExecutive's function, duties, or responsibilities, which change would cause the DirectorExecutive's position to become one of lesser responsibility, importance, or scope from the position the Director Executive held at the time of the Change in Control, (B) a relocation of the DirectorExecutive's principal place of service by more than thirty (30) miles from its location prior to the Change in Control, or (C) a material reduction in the benefits and perquisites to the Director Executive from those being provided at the time of the Change in Control, the Emeritus Contributions as Phantom Contribution set forth on Schedule A below shall continue to be required of the Bank. The Bank shall be required to make an immediate record a lump sum Phantom Contribution in the Accrued Benefit Account within ten (10) days of the Executive=s termination of service equal to the Director's Retirement Income Trust Fund in an amount equal to: (i) the full Emeritus Contribution required for the Plan Year in which such termination occurs, if not yet made, plus (ii) the present value (computed using a discount rate equal to the Interest Factor) of all remaining Emeritus Contributions to the Retirement Income Trust Fund, and (iii) the present value (computed using the a discount rate equal to the Interest Factor) .. The amount of the interest only component of the Elective Contribution; provided, however, that, if necessary, an additional amount such final Phantom Contribution shall be contributed to actuarially determined based on the Retirement Income Trust Fund which is sufficient Phantom Contribution required, at such time, in order to provide the Director with after-tax benefits (assuming a constant tax rate equal to the rate in effect as of the date of Director's termination) beginning at Benefit Age following such termination, benefit via this Agreement equal in amount to that benefit which would have been payable to the Director Executive if no secular trust had been implemented and the benefit obligation had been accrued under APB Opinion No. 12, as amended by FAS 106. (Such actuarial determination shall reflect the fact that amounts shall be payable from both the Accrued Benefit Account as well as the Retirement Income Trust Fund and shall also reflect the amount and timing of any withdrawal(s) made by the Executive from the Retirement Income Trust Fund pursuant to Subsection 2.2.)

Termination Following a Change in Control. If the Director Executive does not exercise his withdrawal rights pursuant to Subsection 2.2 and a Change in Control occurs at the Bank, followed within thirty-six (36) months by either (i) the DirectorExecutive's involuntary termination of service, or (ii) DirectorExecutive's voluntary termination of service after: (A) a material change in the DirectorExecutive's function, duties, or responsibilities, which change would cause the DirectorExecutive's position to become one of lesser responsibility, importance, or scope from the position the Director Executive held at the time of the Change in Control, (B) a relocation of the DirectorExecutive's principal place of service by more than thirty (30) miles from its location prior to the Change in Control, or (C) a material reduction in the benefits and perquisites to the Director Executive from those being provided at the time of the Change in Control, the Emeritus Contributions as set forth on Schedule A shall continue to be required of the Bank. The Bank shall be required to make an immediate lump sum Contribution to the DirectorExecutive's Retirement Income Trust Fund in an amount equal to: (i) the full Emeritus Contribution required for the Plan Year in which such termination occurs, if not yet made, plus (ii) the present value (computed using a discount rate equal to the Interest Factor) of all remaining Emeritus Contributions to the Retirement Income Trust Fund, and (iii) the present value (computed using the a discount rate equal to the Interest Factor) of the interest only component of the Elective Contribution; provided, however, that, if necessary, necessary an additional amount shall be contributed to the Retirement Income Trust Fund which is sufficient to provide the Director Executive with after-tax benefits (assuming a constant tax rate equal to the rate in effect as of the date of Director's Executive=s termination) beginning at Benefit Age following such termination, equal in amount to that benefit which would have been payable to the Director Executive if no secular trust had been implemented and the benefit obligation had been accrued under APB Opinion No. 12, as amended by FAS 106.

Termination Following a Change in Control. If If, within the Director does not exercise his withdrawal rights pursuant to Subsection 2.2 and two year period following a Change in Control occurs at (as defined below), (X) Executive's employment is terminated by the BankCompany or by the Employer for any reason other than Executive's death or disability or for Cause, followed within thirty-six or (36Y) months by either Executive terminates his employment for Good Reason, (i) the DirectorCompany or the Employer shall pay Executive as severance a lump sum amount equal to (A) three times the sum of (1) Executive's involuntary termination then Base Salary plus (2) Executive's highest annual Performance Bonus in the three year period immediately preceding such Change in Control and (B) the present value of serviceall other benefits otherwise payable through the then remaining Employment Period under Sections 3(d) and 3(f) of this Agreement, or and (ii) Director's voluntary termination all outstanding equity incentive awards shall immediately vest, and Executive shall be entitled to receive a lump sum amount equal to the "spread" on any then outstanding stock options or similar awards held by Executive in exchange for the surrender and cancellation of service after: (A) a material change such awards. A Change in the Director's function, duties, or responsibilities, which change would cause the Director's position Control shall be deemed to become one of lesser responsibility, importance, or scope from the position the Director held at the time have occurred if any of the Change in Control, (B) a relocation of the Director's principal place of service by more than thirty (30) miles from its location prior to the Change in Control, or (C) a material reduction in the benefits and perquisites to the Director from those being provided at the time of the Change in Control, the Emeritus Contributions as set forth on Schedule A following conditions shall continue to be required of the Bank. The Bank shall be required to make an immediate lump sum Contribution to the Director's Retirement Income Trust Fund in an amount equal tohave been satisfied: (i) any "person" as such term is used in Section 13(d) and 14(d) of the full Emeritus Contribution required for Securities Exchange Act of 1934, as amended (the Plan Year "Exchange Act") (other than the Company; any trustee or other fiduciary holding securities under an employee benefit plan of the Company; or any company owned, directly or indirectly, by the stockholders of the Company in which substantially the same proportions as their ownership at such termination occurstime of stock of the Company), if is or becomes after the Effective Date the "beneficial owner" (as defined in Rules 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company (not yet madeincluded in the securities beneficially owned by such person any securities acquired directly from the Company) representing 35% or more of the combined voting power of the Company's then outstanding securities, plus (ii) the present value during any period of two consecutive years (computed using a discount rate equal not including any period prior to the Interest Factor) Effective Date), individuals who at the beginning of all remaining Emeritus Contributions to such period constitute the Retirement Income Trust FundBoard of Directors, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described within this definition of Change in Control) whose election by the Board of Directors or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds of the Board of Directors then still in office who either were members of the Board of Directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof, (iii) the present value (computed using stockholders of the Company approve a discount rate equal merger or consolidation of the Company with any other entity and, in connection with such merger or consolidation, individuals who constitute the Board of Directors immediately prior to the Interest Factor) time any agreement to effect such merger or consolidation is entered into fail for any reason to constitute at least a majority of the interest only component board of directors of the Elective Contribution; providedsurviving corporation following the consummation of such merger or consolidation, however, that, if necessary, an additional amount shall be contributed to or (iv) the Retirement Income Trust Fund which is sufficient to provide the Director with after-tax benefits (assuming a constant tax rate equal to the rate in effect as stockholders of the date Company approve (a) a plan of Directorcomplete liquidation of the Company or (b) an agreement for the sale or disposition by the Company of all or substantially all the Company's termination) beginning at Benefit Age following such termination, equal in amount to that benefit which would have been payable to the Director if no secular trust had been implemented and the benefit obligation had been accrued under APB Opinion No. 12, as amended by FAS 106assets.

Termination Following a Change in Control. If the Director does not exercise exercises his withdrawal rights pursuant to Subsection 2.2 and 2.2, Phantom Contributions shall commence in the Plan Year following the Plan Year in which the Director first exercises his withdrawal rights. If a Change in Control occurs at the Bank, followed and within thirty-six (36) months by of such Change in Control, the Director’s service is either (i) the Director's involuntary termination of serviceinvoluntarily terminated, or (ii) Director's voluntary termination of service voluntarily terminated by the Director after: (A) a material change in the Director's ’s function, duties, or responsibilities, which change would cause the Director's ’s position to become one of lesser responsibility, importance, or scope from the position the Director held at the time of the Change in Control, (B) a relocation of the Director's ’s principal place of service by more than thirty (30) miles from its location prior to the Change in Control, or (C) a material reduction in the benefits and perquisites to the Director from those being provided at the time of the Change in Control, the Emeritus Contributions as Phantom Contribution set forth on Schedule A below shall continue to be required of the Bank. The Bank shall be required to make an immediate record a lump sum Phantom Contribution to in the Accrued Benefit Account within ten (10) days of the Director's Retirement Income Trust Fund in an amount =s termination of service equal to: to (i) the full Emeritus Contribution required for the Plan Year in which such termination occurs, if not yet made, plus (ii) the present value (computed using a discount rate equal to the Interest Factor) of all remaining Emeritus Contributions to the Retirement Income Trust Fund, and (iii) the present value (computed using the a discount rate equal to the Interest Factor) of the interest only component of the Elective Contribution; provided, however, that, if necessary, an additional . The amount of such final Phantom Contribution shall be contributed to actuarially determined based on the Retirement Income Trust Fund which is sufficient Phantom Contribution required, at such time, in order to provide the Director with after-tax benefits (assuming a constant tax rate equal to the rate in effect as of the date of Director's termination) beginning at Benefit Age following such termination, benefit via this Agreement equal in amount to that benefit which would have been payable to the Director if no secular trust had been implemented and the benefit obligation had been accrued under APB Opinion No. 12, as amended by FAS 106. (Such actuarial determination shall reflect the fact that amounts shall be payable from both the Accrued Benefit Account as well as the Retirement Income Trust Fund and shall also reflect the amount and timing of any withdrawal(s) made by the Director from the Retirement Income Trust Fund pursuant to Subsection 2.2.)

Termination Following a Change in Control. If the Director does not exercise Executive exercises his withdrawal rights pursuant to Subsection 2.2 and 2.2, Phantom Contributions shall commence in the Plan Year following the Plan Year in which the Executive first exercises his withdrawal rights. If a Change in Control occurs at the Bank, followed and within thirty-six (36) months by of such Change in Control, the Executive’s service is either (i) the Director's involuntary termination of serviceinvoluntarily terminated, or (ii) Director's voluntary termination of service voluntarily terminated by the Executive after: (A) a material change in the Director's Executive’s function, duties, or responsibilities, which change would cause the Director's Executive’s position to become one of lesser responsibility, importance, or scope from the position the Director Executive held at the time of the Change in Control, (B) a relocation of the Director's Executive’s principal place of service by more than thirty (30) miles from its location prior to the Change in Control, or (C) a material reduction in the benefits and perquisites to the Director Executive from those being provided at the time of the Change in Control, the Emeritus Contributions as Phantom Contribution set forth on Schedule A below shall continue to be required of the Bank. The Bank shall be required to make an immediate record a lump sum Phantom Contribution in the Accrued Benefit Account within ten (10) days of the Executive’s termination of service equal to the Director's Retirement Income Trust Fund in an amount equal to: (i) the full Emeritus Contribution required for the Plan Year in which such termination occurs, if not yet made, plus (ii) the present value (computed using a discount rate equal to the Interest Factor) of all remaining Emeritus Contributions to the Retirement Income Trust Fund, and (iii) the present value (computed using the a discount rate equal to the Interest Factor) of the interest only component of the Elective Contribution; provided, however, that, if necessary, an additional . The amount of such final Phantom Contribution shall be contributed to actuarially determined based on the Retirement Income Trust Fund which is sufficient Phantom Contribution required, at such time, in order to provide the Director with after-tax benefits (assuming a constant tax rate equal to the rate in effect as of the date of Director's termination) beginning at Benefit Age following such termination, benefit via this Agreement equal in amount to that benefit which would have been payable to the Director Executive if no secular trust had been implemented and the benefit obligation had been accrued under APB Opinion No. 12, as amended by FAS 106. (Such actuarial determination shall reflect the fact that amounts shall be payable from both the Accrued Benefit Account as well as the Retirement Income Trust Fund and shall also reflect the amount and timing of any withdrawal(s) made by the Executive from the Retirement Income Trust Fund pursuant to Subsection 2.2.)

Termination Following a Change in Control. If the Director Executive does not exercise his withdrawal rights pursuant to Subsection 2.2 and a Change in Control occurs at the Bank, followed within thirty-six (36) months by either (i) the Director's Executive’s involuntary termination of serviceemployment, or (ii) Director's Executive’s voluntary termination of service employment after: (A) a material change in the Director's Executive’s function, duties, or responsibilities, which change would cause the Director's Executive’s position to become one of lesser responsibility, importance, or scope from the position the Director Executive held at the time of the Change in Control, (B) a relocation of the Director's Executive’s principal place of service employment by more than thirty (30) miles from its location prior to the Change in Control, or (C) a material reduction in the benefits and perquisites to the Director Executive from those being provided provided-at the time of the Change in Control, the Emeritus Contributions as Contribution set forth on Schedule A shall continue to be required of the Bank. The Bank shall be required to make an immediate lump sum Contribution contribution to the Director's Retirement Income Trust Fund in an amount equal to: to (i) the full Emeritus Contribution required for the Plan Year in which such termination occurs, if not yet made, plus (ii) the present value (computed using a discount rate equal to the Interest Factor) of all remaining Emeritus Contributions to the Retirement Income Trust Fund, and (iii) the present value (computed using the a discount rate equal to the Interest Factor) of the interest only component of the Elective Contribution; provided, however, that, if necessary, in no event shall the Contribution be less than an additional amount shall be contributed to the Retirement Income Trust Fund which is sufficient to provide the Director Executive with after-tax benefits (assuming a constant tax rate equal to the rate in effect as of the date of Director's Executive’s termination) beginning at his Benefit Age following such terminationAge, equal in amount to that benefit which would have been payable to the Director Executive if no secular trust had been implemented and the benefit obligation had been accrued under APB Opinion No. 12, as amended by FAS 106.

Termination Following a Change in Control. If the Director does not exercise Executive exercises his withdrawal rights pursuant to Subsection 2.2 and 2.2, Phantom Contributions shall commence in the Plan Year following the Plan Year in which the Executive first exercises his withdrawal rights. If a Change in Control occurs at the Bank, followed and within thirty-six (36) months by of such Change in Control, the Executive's service is either (i) the Director's involuntary termination of serviceinvoluntarily terminated, or (ii) Director's voluntary termination of service voluntarily terminated by the Executive after: (A) a material change in the DirectorExecutive's function, duties, or responsibilities, which change would cause the DirectorExecutive's position to become one of lesser responsibility, importance, or scope from the position the Director Executive held at the time of the Change in Control, (B) a relocation of the DirectorExecutive's principal place of service by more than thirty (30) miles from its location prior to the Change in Control, or (C) a material reduction in the benefits and perquisites to the Director Executive from those being provided at the time of the Change in Control, the Emeritus Contributions as Phantom Contribution set forth on Schedule A below shall continue to be required of the Bank. The Bank shall be required to make an immediate record a lump sum Phantom Contribution in the Accrued Benefit Account within ten (10) days of the Executive's termination of service equal to the Director's Retirement Income Trust Fund in an amount equal to: (i) the full Emeritus Contribution required for the Plan Year in which such termination occurs, if not yet made, plus (ii) the present value (computed using a discount rate equal to the Interest Factor) of all remaining Emeritus Contributions to the Retirement Income Trust Fund, and (iii) the present value (computed using the a discount rate equal to the Interest Factor) .. The amount of the interest only component of the Elective Contribution; provided, however, that, if necessary, an additional amount such final Phantom Contribution shall be contributed to actuarially determined based on the Retirement Income Trust Fund which is sufficient Phantom Contribution required, at such time, in order to provide the Director with after-tax benefits (assuming a constant tax rate equal to the rate in effect as of the date of Director's termination) beginning at Benefit Age following such termination, benefit via this Agreement equal in amount to that benefit which would have been payable to the Director Executive if no secular trust had been implemented and the benefit obligation had been accrued under APB Opinion No. 12, as amended by FAS 106. (Such actuarial determination shall reflect the fact that amounts shall be payable from both the Accrued Benefit Account as well as the Retirement Income Trust Fund and shall also reflect the amount and timing of any withdrawal(s) made by the Executive from the Retirement Income Trust Fund pursuant to Subsection 2.2.)

Termination Following a Change in Control. If the Director Executive does not exercise his withdrawal rights pursuant to Subsection 2.2 and a Change in Control occurs at the Bank, followed within thirty-six (36) months by either (i) the DirectorExecutive's involuntary termination of serviceemployment, or (ii) DirectorExecutive's voluntary termination of service employment after: (A) a material change in the DirectorExecutive's function, duties, or responsibilities, which change would cause the DirectorExecutive's position to become one of lesser responsibility, importance, or scope from the position the Director Executive held at the time of the Change in Control, (B) a relocation of the DirectorExecutive's principal place of service employment by more than thirty (30) miles from its location prior to the Change in Control, or (C) a material reduction in the benefits and perquisites to the Director Executive from those being provided at the time of the Change in Control, the Emeritus Contributions as Contribution set forth on Schedule A below shall continue to be required of the Bank. The Bank shall be required to make an immediate lump sum a final Contribution to the Director's Retirement Income Trust Fund in an amount within ten (10) days of the Executive's termination of employment equal to: (i) the full Emeritus Contribution required for the Plan Year in which such termination occurs, if not yet made, plus (ii) to the present value (computed using a discount rate equal to the Interest Factor) of all remaining Emeritus Contributions which would have been required to be made on behalf of Executive if Executive had remained in the Retirement Income Trust Fund, and (iii) the present value (computed using the a discount rate equal to the Interest Factor) employ of the interest only component of the Elective ContributionBank until Benefit Age; provided, however, that, if necessary, in no event shall the Contribution be less than an additional amount shall be contributed to the Retirement Income Trust Fund which is sufficient to provide the Director Executive with after-tax benefits (assuming a constant tax rate equal to the rate in effect as of the date of DirectorExecutive's termination) beginning at his Benefit Age following such terminationAge, equal in amount to that benefit which would have been payable to the Director Executive if no secular trust had been implemented and the benefit obligation had been accrued under APB Opinion No. 12, as amended by FAS 106.. . (3)

Termination Following a Change in Control. If the Director Executive does not exercise his withdrawal rights pursuant to Subsection 2.2 and a Change in Control occurs at the Bank, followed within thirty-six (36) months by either (i) the Director's Executive’s involuntary termination of service, or (ii) Director's Executive’s voluntary termination of service after: (A) a material change in the Director's Executive’s function, duties, or responsibilities, which change would cause the Director's Executive’s position to become one of lesser responsibility, importance, or scope from the position the Director Executive held at the time of the Change in Control, (B) a relocation of the Director's Executive’s principal place of service by more than thirty (30) miles from its location prior to the Change in Control, or (C) a material reduction in the benefits and perquisites to the Director Executive from those being provided at the time of the Change in Control, the Emeritus Contributions as set forth on Schedule A shall continue to be required of the Bank. The Bank shall be required to make an immediate lump sum Contribution to the Director's Executive’s Retirement Income Trust Fund in an amount equal to: (i) the full Emeritus Contribution required for the Plan Year in which such termination occurs, if not yet made, plus (ii) the present value (computed using a discount rate equal to the Interest Factor) of all remaining Emeritus Contributions to the Retirement Income Trust Fund, and (iii) the present value (computed using the a discount rate equal to the Interest Factor) of the interest only component of the Elective remaining Contribution; provided, however, that, if necessary, necessary an additional amount shall be contributed to the Retirement Income Trust Fund which is sufficient to provide the Director Executive with after-tax benefits (assuming a constant tax rate equal to the rate in effect as of the date of Director's Executive’s termination) beginning at Benefit Age following such termination, equal in amount to that benefit which would have been payable to the Director Executive if no secular trust had been implemented and the benefit obligation had been accrued under APB Opinion No. 12, as amended by FAS 106.

Termination Following a Change in Control. If (a) Subject to Section 7 of this Appendix A and in accordance with Section 3(a)(vi) of the Director does not exercise his withdrawal rights pursuant to Subsection 2.2 and Agreement, if you terminate your employment with the Company under this Agreement for Good Reason or your employment with the Company is terminated by the Company without Cause (i) within six (6) months preceding a Change in Control occurs (and such termination of employment, or the event giving rise to your termination of employment for Good Reason, occurred at the Bank, followed within thirty-six (36) months by either (i) the Director's involuntary termination request of service, a third party who had indicated an intention or (ii) Director's voluntary termination of service after: (A) taken steps reasonably calculated to effect a material change in the Director's function, duties, or responsibilities, which change would cause the Director's position to become one of lesser responsibility, importance, or scope from the position the Director held at the time of the Change in Control, (B) a relocation of the Director's principal place of service by more than thirty (30) miles from its location prior to the Change in Control, or (C) a material reduction in the benefits and perquisites to the Director from those being provided at the time request of the any other person in anticipation of a Change in Control, and in either case, such Change in Control actually occurs) or (ii) within twelve (12) months after a Change in Control, then, instead of the Emeritus Contributions as amounts set forth on Schedule A shall continue in Section 2(a) of this Appendix A, you will be entitled to receive: (A) any Accrued Amounts at the date of termination, which amounts will be required of the Bank. The Bank shall be required to make an immediate paid in a lump sum Contribution to within ten (10) days following the Director's Retirement Income Trust Fund in termination date (or earlier, if required under applicable law); (B) an amount equal to: to two (i2) times the full Emeritus Contribution required sum of the Base Salary and target Annual Bonus, if any, for the Plan Year year in which such termination occurs, if not yet made, plus which will be paid as set forth in Section 4 below (ii) the present value (computed using a discount rate equal to the Interest Factor) of all remaining Emeritus Contributions to the Retirement Income Trust Fund, and (iii) the present value (computed using the a discount rate equal to the Interest Factor) of the interest only component of the Elective Contribution; provided, however, thatif the Base Salary or target Annual Bonus, if necessaryany, has been decreased in the twelve (12) months before the termination, the amount to be used will be the highest Base Salary and target Annual Bonus, if any, during such twelve (12) month period) (the “Change in Control Severance Payment”); (C) any other amounts or benefits owing to you under the then applicable employee benefit, long-term incentive or equity plans and programs of the Company, which will be paid or treated in accordance with the terms of such plans and programs and this Agreement; and (D) if a bonus plan is in place, the product of (I) the Annual Bonus for the fiscal year of your termination determined at the higher of actual and target performance, and (II) a fraction, the numerator of which is the number of days of the current fiscal year during which you was employed by the Company, and the denominator of which is 365 (or 366 in a leap year), which prorated Annual Bonus will be paid in a lump sum when bonuses for such period are paid to the Company’s other senior executives, but, in any event, in the fiscal year following the fiscal year in which such Annual Bonus is earned. In addition, you will receive reimbursement for the cost of all reasonable relocation expenses incurred with respect to a relocation of you and your family to a country other than the Netherlands that occurs within 180 days following the termination of your employment in an additional amount not to exceed EUR 50,000; provided that you have not accepted an offer of employment following the termination that provides for such relocation expenses. Such reimbursement shall be contributed made to you within 90 days of the Retirement Income Trust Fund Company’s receipt of all invoices relating to such expenses, which is sufficient receipt shall occur no more than 30 days following your incurrence of such expenses. Furthermore, Booking.xxx xxxx xximburse your legal fees (if any) up to provide an amount of EUR 10,000, including disbursements (verschotten) and VAT (BTW), for purposes of negotiating the Director with after-tax benefits (assuming a constant tax rate equal termination agreement as required under Dutch law. Provided that you submit the attorney’s detailed invoice for legal fees, as addressed to the rate in effect as of you, by the date of Director's terminationthe termination of your employment, payment will be made directly to your attorney within thirty (30) beginning at Benefit Age following such terminationdays of Booking.xxx’x xxxxxpt of the invoice. In addition, equal in amount to that benefit which would have been payable to if so requested, the Director if no secular trust had been implemented Company will provide you with a neutral reference letter within 30 days of the termination of the Agreement and the benefit obligation had been accrued under APB Opinion NoArrangement. 12The Company will also work with you in good faith to develop external communications regarding the termination of your employment, as amended by FAS 106and any internal company communications regarding the termination of your employment will be at the discretion of the Company. Your receipt of the payments and benefits described in this Section 3(a) (other than the Accrued Amounts) is conditioned on and subject to your compliance with the Ancillary Agreements and any other restrictive covenant obligations applicable to you and your execution on or after the date of termination of a Release that becomes effective within 55 days after the date of termination.

Termination Following a Change in Control. If the Director Executive does not exercise his withdrawal rights pursuant to Subsection 2.2 and a Change in Control occurs at the Bank, followed within thirty-six (36) months by either (i) the Directori)the Executive's involuntary termination of serviceemployment, or (ii) DirectorExecutive's voluntary termination of service employment after: (A) a material change in the DirectorExecutive's function, duties, or responsibilities, which change would cause the DirectorExecutive's position to become one of lesser responsibility, importance, or scope from the position the Director Executive held at the time of the Change in Control, (B) a relocation of the DirectorExecutive's principal place of service employment by more than thirty (30) miles from its location prior to the Change in Control, or (C) a material reduction in the benefits and perquisites to the Director Executive from those being provided at the time of the Change in Control, the Emeritus Contributions as Contribution set forth on Schedule A below shall continue to be required of the Bank. The Bank shall be required to make an immediate lump sum a final Contribution to the Director's Retirement Income Trust Fund in an amount within ten (10) days of the Executive's termination of employment equal to: (i) the full Emeritus Contribution required for the Plan Year in which such termination occurs, if not yet made, plus (ii) to the present value (computed using a discount rate equal to the Interest Factor) of all remaining Emeritus Contributions which would have been required to be made on behalf of Executive if Executive had remained in the Retirement Income Trust Fund, and (iii) the present value (computed using the a discount rate equal to the Interest Factor) employ of the interest only component of the Elective ContributionBank until Benefit Age; provided, however, that, if necessary, in no event shall the Contribution be less than an additional amount shall be contributed to the Retirement Income Trust Fund which is sufficient to provide the Director Executive with after-tax benefits (assuming a constant tax rate equal to the rate in effect as of the date of DirectorExecutive's termination) beginning at his Benefit Age following such terminationAge, equal in amount to that benefit which would have been payable to the Director Executive if no secular trust had been implemented and the benefit obligation had been accrued under APB Opinion No. 12, as amended by FAS 106.

Termination Following a Change in Control. If the Director Executive does not exercise his withdrawal rights pursuant to Subsection 2.2 and a Change in Control occurs at the Bank, followed within thirty-six (36) months by either (i) the DirectorExecutive's involuntary termination of serviceemployment, or (ii) DirectorExecutive's voluntary termination of service employment after: (A) a material change in the DirectorExecutive's function, duties, or responsibilities, which change would cause the DirectorExecutive's position to become one of lesser responsibility, importance, or scope from the position the Director Executive held at the time of the Change in Control, (B) a relocation of the DirectorExecutive's principal place of service employment by more than thirty (30) miles from its location prior to the Change in Control, or (C) a material reduction in the benefits and perquisites to the Director Executive from those being provided at the time of the Change in Control, the Emeritus Contributions as Contribution set forth on Schedule A shall continue to be required of the Bank. The Bank shall be required to make an immediate lump sum Contribution to the DirectorExecutive's Retirement Income Trust Fund in an amount equal to: (i) the full Emeritus Contribution required for the Plan Year in which such involuntary termination occurs, if not yet made, plus (ii) the present value (computed using a discount rate equal to the Interest Factorcurrent crediting rate of any Pacific Life Universal Life product less 100 basis points) of all remaining Emeritus Contributions to the Retirement Income Trust Fund, and (iii) the present value (computed using the a discount rate equal to the Interest Factor) of the interest only component of the Elective Contribution; provided, however, that, if necessary, an additional amount shall be contributed to the Retirement Income Trust Fund which is sufficient to provide the Director Executive with after-tax benefits (assuming a constant tax rate equal to the rate in effect as of the date of DirectorExecutive's termination) beginning at his Benefit Age following such terminationAge, equal in amount to that benefit which would have been payable to the Director Executive if no secular trust had been implemented and the benefit obligation had been accrued under APB Opinion No. 12, as amended by FAS 106.

Termination Following a Change in Control. If the Director Executive does not exercise his withdrawal rights pursuant to Subsection 2.2 and a Change in Control occurs at the Bank, followed within thirty-six (36) months by either (i) the DirectorExecutive's involuntary termination of serviceemployment, or (ii) DirectorExecutive's voluntary termination of service employment after: (A) a material change in the DirectorExecutive's function, duties, or responsibilities, which change would cause the DirectorExecutive's position to become one of lesser responsibility, importance, or scope from the position the Director Executive held at the time of the Change in Control, (B) a relocation of the DirectorExecutive's principal place of service employment by more than thirty (30) miles from its location prior to the Change in Control, or (C) a material reduction in the benefits and perquisites to the Director Executive from those being provided at the time of the Change in Control, the Emeritus Contributions as Contribution set forth on Schedule A shall continue to be required of the Bank. The Bank shall be required to make an immediate lump sum Contribution contribution to the Director's Retirement Income Trust Fund in an amount equal to: to (i) the full Emeritus Contribution required for the Plan Year in which such termination occurs, if not yet made, plus (ii) the present value (computed using a discount rate equal to the Interest Factor) of all remaining Emeritus Contributions to the Retirement Income Trust Fund, and (iii) the present value (computed using the a discount rate equal to the Interest Factor) of the interest only component of the Elective Contribution; provided, however, that, if necessary, in no event shall the Contribution be less than an additional amount shall be contributed to the Retirement Income Trust Fund which is sufficient to provide the Director Executive with after-tax benefits (assuming a constant tax rate equal to the rate in effect as of the date of Director's Executive’s termination) beginning at his Benefit Age following such terminationAge, equal in amount to that benefit which would have been payable to the Director Executive if no secular trust had been implemented and the benefit obligation had been accrued under APB Opinion No. 12, as amended by FAS 106.

Termination Following a Change in Control. If the Director does not exercise his withdrawal rights pursuant to Subsection 2.2 and within twenty-four ----------------------------------------- (24) months after a Change in Control occurs at the Bank(as hereinafter defined), followed within thirty-six (36) months EMPLOYEE shall voluntarily terminate this Agreement, or this Agreement is terminated by either EMPLOYER without cause, EMPLOYEE shall be entitled to receive (i) any earned but untaken vacation pursuant to the Director's involuntary termination terms and conditions of service, or Paragraph 5 hereof; and (ii) Director's voluntary $450,000. Upon a termination of service after: by EMPLOYER within twenty-four months after a Change in Control (A) a material change in the Director's functionas hereinafter defined), dutiesEMPLOYER agrees to purchase from EMPLOYEE, or responsibilities, which change would cause the Director's position to become one of lesser responsibility, importance, or scope from the position the Director held at the time request of the Change in ControlEMPLOYEE, (B) a relocation any and all shares of the Director's principal place stock of service EMPLOYER owned by more than thirty (30) miles from its location prior to the Change in Control, or (C) a material reduction in the benefits and perquisites to the Director from those being provided at the time of the Change in Control, the Emeritus Contributions as set forth on Schedule A shall continue to be required of the Bank. The Bank shall be required to make an immediate lump sum Contribution to the Director's Retirement Income Trust Fund in an amount equal to: (i) the full Emeritus Contribution required for the Plan Year in which such termination occurs, if not yet made, plus (ii) the present value (computed using a discount rate equal to the Interest Factor) of all remaining Emeritus Contributions to the Retirement Income Trust Fund, and (iii) the present value (computed using the a discount rate equal to the Interest Factor) of the interest only component of the Elective Contribution; provided, however, that, if necessary, an additional amount shall be contributed to the Retirement Income Trust Fund which is sufficient to provide the Director with after-tax benefits (assuming a constant tax rate equal to the rate in effect EMPLOYEE as of the date of Director's termination) beginning at Benefit Age following such the termination, with the purchase price to be equal to the greater of EMPLOYEE'S cost of said shares or the fair market value of said shares as reported in the Wall Street Journal on the date of the Change in Control (as hereinafter defined). EMPLOYEE shall notify EMPLOYER of EMPLOYEE'S desire to sell EMPLOYEE'S shares of EMPLOYER to EMPLOYER within thirty (30) days of the effective date of termination without cause by delivering written notice to EMPLOYER to such effect. Said notice must be received by EMPLOYER and such receipt acknowledged by EMPLOYER. If EMPLOYEE fails to deliver said notice to EMPLOYER, EMPLOYER shall have no obligation to purchase any of its shares from EMPLOYEE. EMPLOYEE shall have no duty to mitigate, nor shall any sums earned by EMPLOYEE from other sources after a termination of this Agreement pursuant to this provision be credited or offset against any sums due to EMPLOYEE. It is the intention of EMPLOYER and EMPLOYEE that EMPLOYEE not be paid an amount to that benefit which would be deemed an "excess parachute payment" under Section 280G of the Code, and accordingly, the amounts payable pursuant to this provision shall be reduced in an amount necessary to eliminate the payment of any excess parachute payment. The amounts payable pursuant to this provision shall be paid in a lump sum within fifteen (15) days following the effective date of termination of employment. If within twenty-four (24) months after a Change in Control (as hereinafter defined) EMPLOYER terminates this Agreement without cause, EMPLOYEE'S duties, obligations, covenants, and promises contained in Paragraphs 8, 9, and 10 hereof shall terminate and have been payable no further effect. For the purposes of this Agreement, a "Change in Control" shall be deemed to have occurred upon any of the Director if no secular trust had been implemented and the benefit obligation had been accrued under APB Opinion No. 12, as amended by FAS 106.following events:

Termination Following a Change in Control. If the Director does not exercise his withdrawal rights pursuant to Subsection 2.2 and a Change in Control occurs at the Bank, followed within thirty-six (36) months by either (i) the Director's ’s involuntary termination of serviceemployment, or (ii) Director's ’s voluntary termination of service employment after: (A) a material change in the Director's ’s function, duties, or responsibilities, which change would cause the Director's ’s position to become one of lesser responsibility, importance, or scope from the position the Director held at the time of the Change in Control, (B) a relocation of the Director's ’s principal place of service employment by more than thirty (30) miles from its location prior to the Change in Control, or (C) a material reduction in the benefits and perquisites to the Director from those being provided at the time of the Change in Control, the Emeritus Contributions as Contribution set forth on Schedule A shall continue to be required of the Bank. The Bank shall be required to make an immediate lump sum Contribution to the Director's ’s Retirement Income Trust Fund in an amount equal to: (i) the full Emeritus Contribution required for the Plan Year in which such termination occurs, if not yet made, plus (ii) the present value (computed using a discount rate equal to the Interest Factorcurrent crediting rate of any Pacific Life Universal Life product less 100 basis points) of all remaining Emeritus Contributions to the Retirement Income Trust Fund, and (iii) the present value (computed using the a discount rate equal to the Interest Factor) of the interest only component of the Elective Contribution; provided, however, that, if necessary, an additional amount shall be contributed to the Retirement Income Trust Fund which is sufficient to provide the Director with after-tax benefits (assuming a constant tax rate equal to the rate in effect as of the date of Director's ’s termination) beginning at Benefit Age immediately following such termination, equal in amount to that benefit which would have been payable to the Director if no secular trust had been implemented and the benefit obligation had been accrued under APB Opinion No. 12, as amended by FAS 106.

Termination Following a Change in Control. If the Director does not exercise his withdrawal rights pursuant to Subsection 2.2 and within twenty-four ----------------------------------------- (24) months after a Change in Control occurs at the Bank(as hereinafter defined), followed within thirty-six (36) months EMPLOYEE shall voluntarily terminate this Agreement, or this Agreement is terminated by either EMPLOYER without cause, EMPLOYEE shall be entitled to receive (i) any earned but untaken vacation pursuant to the Director's involuntary termination terms and conditions of service, or Paragraph 5 hereof; and (ii) Director's voluntary $300,000.. Upon a termination of service after: by EMPLOYER within twenty-four months after a Change in Control (A) a material change in the Director's functionas hereinafter defined), dutiesEMPLOYER agrees to purchase from EMPLOYEE, or responsibilities, which change would cause the Director's position to become one of lesser responsibility, importance, or scope from the position the Director held at the time request of the Change in ControlEMPLOYEE, (B) a relocation any and all shares of the Director's principal place stock of service EMPLOYER owned by more than thirty (30) miles from its location prior to the Change in Control, or (C) a material reduction in the benefits and perquisites to the Director from those being provided at the time of the Change in Control, the Emeritus Contributions as set forth on Schedule A shall continue to be required of the Bank. The Bank shall be required to make an immediate lump sum Contribution to the Director's Retirement Income Trust Fund in an amount equal to: (i) the full Emeritus Contribution required for the Plan Year in which such termination occurs, if not yet made, plus (ii) the present value (computed using a discount rate equal to the Interest Factor) of all remaining Emeritus Contributions to the Retirement Income Trust Fund, and (iii) the present value (computed using the a discount rate equal to the Interest Factor) of the interest only component of the Elective Contribution; provided, however, that, if necessary, an additional amount shall be contributed to the Retirement Income Trust Fund which is sufficient to provide the Director with after-tax benefits (assuming a constant tax rate equal to the rate in effect EMPLOYEE as of the date of Director's termination) beginning at Benefit Age following such the termination, with the purchase price to be equal to the greater of EMPLOYEE'S cost of said shares or the fair market value of said shares as reported in the Wall Street Journal on the date of the Change in Control (as hereinafter defined). EMPLOYEE shall notify EMPLOYER of EMPLOYEE'S desire to sell EMPLOYEE'S shares of EMPLOYER to EMPLOYER within thirty (30) days of the effective date of termination without cause by delivering written notice to EMPLOYER to such effect. Said notice must be received by EMPLOYER and such receipt acknowledged by EMPLOYER. If EMPLOYEE fails to deliver said notice to EMPLOYER, EMPLOYER shall have no obligation to purchase any of its shares from EMPLOYEE. EMPLOYEE shall have no duty to mitigate, nor shall any sums earned by EMPLOYEE from other sources after a termination of this Agreement pursuant to this provision be credited or offset against any sums due to EMPLOYEE. It is the intention of EMPLOYER and EMPLOYEE that EMPLOYEE not be paid an amount to that benefit which would be deemed an "excess parachute payment" under Section 280G of the Code, and accordingly, the amounts payable pursuant to this provision shall be reduced in an amount necessary to eliminate the payment of any excess parachute payment. The amounts payable pursuant to this provision shall be paid in a lump sum within fifteen (15) days following the effective date of termination of employment. If within twenty-four (24) months after a Change in Control (as hereinafter defined) EMPLOYER terminates this Agreement without cause, EMPLOYEE'S duties, obligations, covenants, and promises contained in Paragraphs 8, 9, and 10 hereof shall terminate and have been payable no further effect. For the purposes of this Agreement, a "Change in Control" shall be deemed to have occurred upon any of the Director if no secular trust had been implemented and the benefit obligation had been accrued under APB Opinion No. 12, as amended by FAS 106.following events:

Termination Following a Change in Control. If the Director Executive does not exercise his withdrawal rights pursuant to Subsection 2.2 and a Change in Control occurs at the Bank, followed within thirty-six (36) months by either (i) the DirectorExecutive's involuntary termination of serviceemployment, or (ii) DirectorExecutive's voluntary termination of service employment after: (A) a material change in the DirectorExecutive's function, duties, or responsibilities, which change would cause the DirectorExecutive's position to become one of lesser responsibility, importance, or scope from the position the Director Executive held at the time of the Change in Control, (B) a relocation of the DirectorExecutive's principal place of service employment by more than thirty (30) miles from its location prior to the Change in Control, or (C) a material reduction in the benefits and perquisites to the Director Executive from those being provided at the time of the Change in Control, the Emeritus Contributions as Contribution set forth on Schedule A shall continue to be required of the Bank. The Bank shall be required to make an immediate lump sum Contribution contribution to the Director's Retirement Income Trust Fund in an amount equal to: to (i) the full Emeritus Contribution required for the Plan Year in which such termination occurs, if not yet made, plus (ii) the present value (computed using a discount rate equal to the Interest Factor) of all remaining Emeritus Contributions to the Retirement Income Trust Fund, and (iii) the present value (computed using the a discount rate equal to the Interest Factor) of the interest only component of the Elective Contribution; provided, however, that, if necessary, in no event shall the Contribution be less than an additional amount shall be contributed to the Retirement Income Trust Fund which is sufficient to provide the Director Executive with after-tax benefits (assuming a constant tax rate equal to the rate in effect as of the date of DirectorExecutive's termination) beginning at his Benefit Age following such terminationAge, equal in amount to that benefit which would have been payable to the Director Executive if no secular trust had been implemented and the benefit obligation had been accrued under APB Opinion No. 12, as amended by FAS 106.

Termination Following a Change in Control. If the Director Executive does not exercise his withdrawal rights pursuant to Subsection 2.2 and a Change in Control occurs at the Bank, followed within thirty-six (36) months by either (i) the DirectorExecutive's involuntary termination of service, or (ii) DirectorExecutive's voluntary termination of service after: (A) a material change in the DirectorExecutive's function, duties, or responsibilities, which change would cause the DirectorExecutive's position to become one of lesser responsibility, importance, or scope from the position the Director Executive held at the time of the Change in Control, (B) a relocation of the DirectorExecutive's principal place of service by more than thirty (30) miles from its location prior to the Change in Control, or (C) a material reduction in the benefits and perquisites to the Director Executive from those being provided at the time of the Change in Control, the Emeritus Contributions as set forth on Schedule A shall continue to be required of the Bank. The Bank shall be required to make an immediate lump sum Contribution to the DirectorExecutive's Retirement Income Trust Fund in an amount equal to: (i) the full Emeritus Contribution required for the Plan Year in which such termination occurs, if not yet made, plus (ii) the present value (computed using a discount rate equal to the Interest Factor) of all remaining Emeritus Contributions to the Retirement Income Trust Fund, and (iii) the present value (computed using the a discount rate equal to the Interest Factor) of the interest only component of the Elective Contribution; provided, however, that, if necessary, necessary an additional amount shall be contributed to the Retirement Income Trust Fund which is sufficient to provide the Director Executive with after-tax benefits (assuming a constant tax rate equal to the rate in effect as of the date of DirectorExecutive's termination) beginning at Benefit Age following such termination, equal in amount to that benefit which would have been payable to the Director Executive if no secular trust had been implemented and the benefit obligation had been accrued under APB Opinion No. 12, as amended by FAS 106.

Termination Following a Change in Control. If the Director Executive does not exercise his withdrawal rights pursuant to Subsection 2.2 and a Change in Control occurs at the Bank, followed within thirty-six (36) months by either (i) the Director's Executive’s involuntary termination of serviceemployment, or (ii) Director's Executive’s voluntary termination of service employment after: (A) a material change in the Director's Executive’s function, duties, or responsibilities, which change would cause the Director's Executive’s position to become one of lesser responsibility, importance, or scope from the position the Director Executive held at the time of the Change in Control, (B) a relocation of the Director's Executive’s principal place of service employment by more than thirty (30) miles from its location prior to the Change in Control, or (C) a material reduction in the benefits and perquisites to the Director Executive from those being provided at the time of the Change in Control, the Emeritus Contributions as Contribution set forth on Schedule A below shall continue to be required of the Bank. The In that event, the Bank shall be required to make an immediate lump sum a final Contribution to the Director's Retirement Income Trust Fund in an amount within ten (10) days of the Executive’s termination of employment equal to: (i) the full Emeritus Contribution required for the Plan Year in which such termination occurs, if not yet made, plus (ii) to the present value (computed using a discount rate equal to the Interest Factor) of all remaining Emeritus Contributions which would have been required to be made on behalf of Executive if Executive had remained in the Retirement Income Trust Fund, and (iii) the present value (computed using the a discount rate equal to the Interest Factor) employ of the interest only component of the Elective ContributionBank until Benefit Date; provided, however, that, if necessary, in no event shall the Contribution be less than an additional amount shall be contributed to the Retirement Income Trust Fund which is sufficient to provide the Director executive with after-tax benefits (assuming a constant tax rate equal to the rate in effect as of the date of Director's Executive’s termination) beginning at his Benefit Age following such terminationAge, equal in amount to that benefit which would have been payable to the Director Executive if no secular trust had been implemented and the benefit obligation had been accrued under APB Opinion No. 12, as amended by FAS 106.

Termination Following a Change in Control. If If, within the Director does not exercise his withdrawal rights pursuant to Subsection 2.2 and one year period following a Change in Control occurs at (as defined below), (X) Executive's employment is terminated by the BankCompany or by the Employer for any reason other than Executive's death or disability or for Cause, followed within thirty-six or (36Y) months by either Executive terminates his employment for Good Reason, (i) the DirectorCompany or the Employer shall pay Executive as severance a lump sum amount equal to the sum of (1) Executive's involuntary termination then Base Salary plus (2) Executive's highest annual Performance Bonus in the three year period immediately preceding such Change in Control and (B) the present value of serviceall other benefits otherwise payable through the then remaining Employment Period under Sections 3(d) and 3(f) of this Agreement, or and (ii) Director's voluntary termination the Bonus Options shall be deemed granted and together with all other outstanding equity incentive awards shall immediately vest, and Executive shall be entitled to receive a lump sum amount equal to the "spread" on any then outstanding stock options or similar awards held by Executive in exchange for the surrender and cancellation of service after: (A) a material change such awards. A Change in the Director's function, duties, or responsibilities, which change would cause the Director's position Control shall be deemed to become one of lesser responsibility, importance, or scope from the position the Director held at the time have occurred if any of the Change in Control, (B) a relocation of the Director's principal place of service by more than thirty (30) miles from its location prior to the Change in Control, or (C) a material reduction in the benefits and perquisites to the Director from those being provided at the time of the Change in Control, the Emeritus Contributions as set forth on Schedule A following conditions shall continue to be required of the Bank. The Bank shall be required to make an immediate lump sum Contribution to the Director's Retirement Income Trust Fund in an amount equal tohave been satisfied: (i) any "person" as such term is used in Section 13(d) and 14(d) of the full Emeritus Contribution required for Securities Exchange Act of 1934, as amended (the Plan Year "Exchange Act") (other than the Company; any trustee or other fiduciary holding securities under an employee benefit plan of the Company; or any company owned, directly or indirectly, by the stockholders of the Company in which substantially the same proportions as their ownership at such termination occurstime of stock of the Company), if is or becomes after the Effective Date the "beneficial owner" (as defined in Rules 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company (not yet madeincluded in the securities beneficially owned by such person any securities acquired directly from the Company) representing 35% or more of the combined voting power of the Company's then outstanding securities, plus (ii) the present value during any period of two consecutive years (computed using a discount rate equal not including any period prior to the Interest Factor) Effective Date), individuals who at the beginning of all remaining Emeritus Contributions to such period constitute the Retirement Income Trust FundBoard of Directors, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described within this definition of Change in Control) whose election by the Board of Directors or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds of the Board of Directors then still in office who either were members of the Board of Directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof, (iii) the present value (computed using stockholders of the Company approve a discount rate equal merger or consolidation of the Company with any other entity and, in connection with such merger or consolidation, individuals who constitute the Board of Directors immediately prior to the Interest Factor) time any agreement to effect such merger or consolidation is entered into fail for any reason to constitute at least a majority of the interest only component board of directors of the Elective Contribution; providedsurviving corporation following the consummation of such merger or consolidation, however, that, if necessary, an additional amount shall be contributed to or (iv) the Retirement Income Trust Fund which is sufficient to provide the Director with after-tax benefits (assuming a constant tax rate equal to the rate in effect as stockholders of the date Company approve (a) a plan of Directorcomplete liquidation of the Company or (b) an agreement for the sale or disposition by the Company of all or substantially all the Company's termination) beginning at Benefit Age following such termination, equal in amount to that benefit which would have been payable to the Director if no secular trust had been implemented and the benefit obligation had been accrued under APB Opinion No. 12, as amended by FAS 106assets.

Termination Following a Change in Control. If The Executive's employment may be terminated at will by Cleveland-Cliffs during the Director does not exercise his withdrawal rights pursuant to Subsection 2.2 and a Change in Control occurs at the Bank, followed within thirty-six (36) months by either (i) the Director's involuntary termination Period of service, or (ii) Director's voluntary termination of service after: (A) a material change in the Director's function, duties, or responsibilities, which change would cause the Director's position to become one of lesser responsibility, importance, or scope from the position the Director held at the time of the Change in Control, (B) a relocation of the Director's principal place of service by more than thirty (30) miles from its location prior to the Change in Control, or (C) a material reduction in the benefits and perquisites to the Director from those being provided at the time of the Change in Control, the Emeritus Contributions as set forth on Schedule A shall continue to be required of the Bank. The Bank shall be required to make an immediate lump sum Contribution to the Director's Retirement Income Trust Fund in an amount equal to: (i) the full Emeritus Contribution required for the Plan Year in which such termination occurs, if not yet made, plus (ii) the present value (computed using a discount rate equal to the Interest Factor) of all remaining Emeritus Contributions to the Retirement Income Trust Fund, and (iii) the present value (computed using the a discount rate equal to the Interest Factor) of the interest only component of the Elective ContributionEmployment; provided, however, the death of the Executive shall not be deemed to be a termination of employment by Cleveland-Cliffs. In the event of such a termination by Cleveland-Cliffs the Executive shall not be entitled to the benefits provided by Section 5 hereof only if such termination is for "Cause", which for purposes of this Agreement shall mean that, if necessaryprior to any termination pursuant to Section 4(b) hereof, the Executive shall have committed any act that is materially inimical to the best interests of Cleveland-Cliffs and that constitutes common law fraud, a felony, or other gross malfeasance of duty. The Executive shall not be deemed to have been terminated for "Cause" hereunder unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Board called and held for such purpose (after reasonable notice to the Executive and an additional amount opportunity for the Executive, together with his counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive committed an act set forth in this Section 4(a)(2) and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or his beneficiaries to contest the validity or propriety of any such determination. During the Period of Employment the Executive shall be contributed entitled to the Retirement Income Trust Fund benefits as provided in Section 5 hereof upon the occurrence of one or more of the following events: Any termination by Cleveland-Cliffs of the employment of the Executive prior to the date upon which the Executive shall have attained age 65, which termination shall be for any reason other than for Cause; The Executive's "Disability", which shall be deemed to have occurred six (6) months after the Executive shall have become totally and permanently disabled by bodily or mental injury or disease so as to be prevented thereby from engaging in any executive employment or occupation for remuneration or profit, as determined and certified to Cleveland-Cliffs and the Executive by The Cleveland Clinic (or if it is unwilling or unable to act, by one or more physicians designated for such purpose by the Cleveland Academy of Medicine or its successor organization); or Termination by the Executive of his employment with Cleveland-Cliffs upon the occurrence of any of the following events: The failure to elect, reelect or otherwise maintain the Executive in the office or position in Cleveland-Cliffs which the Executive held immediately prior to a Change of Control, or the removal of, or failure to reelect, the Executive as a Director of Cleveland-Cliffs, if the Executive shall have been a Director of Cleveland-Cliffs immediately prior to the Change of Control; A reduction in the Executive's Base Pay received from Cleveland-Cliffs, or a reduction in the Executive's opportunities for Incentive Pay (including, but not limited to, a reduction in target bonus percentage) provided by Cleveland-Cliffs, or a reduction or termination of any benefits described in Section 3 hereof to which the Executive was entitled immediately prior to the Change of Control, any of which is sufficient to provide not remedied within 10 calendar days after receipt by Cleveland-Cliffs of written notice from the Director with after-tax benefits (assuming Executive of such change, reduction or termination, as the case may be; A determination by the Executive made in good faith that as a constant tax rate equal result of a Change of Control and a change in circumstances thereafter significantly affecting his position, including without limitation a change in the scope of the business or other activities for which he was responsible immediately prior to the rate Change of Control, he has been rendered substantially unable to carry out, has been substantially hindered in effect as the performance of, or has suffered a substantial reduction in, any of the date authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the Change of Director's terminationControl, which situation is not remedied within 10 calendar days after written notice to Cleveland-Cliffs from the Executive of such determination; The liquidation, dissolution, merger, consolidation or reorganization of Cleveland-Cliffs or the transfer of all or a significant portion of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization or otherwise) beginning at Benefit Age following such termination, equal in amount to that benefit which would all or a significant portion of its business and/or assets have been payable transferred (directly or by operation of law) shall have assumed all duties and obligations of Cleveland-Cliffs under this Agreement pursuant to Section 16 hereof; The relocation of Cleveland-Cliffs' principal executive offices, or a requirement that the Executive change his principal location of work to any location which is in excess of 25 miles from the location thereof immediately prior to the Director if Change of Control, or a requirement that the Executive travel away from his office in the course of discharging his responsibilities or duties hereunder significantly more (in terms of either consecutive days or aggregate days in any calendar year) than was required of him prior to the Change of Control without, in any case described above, the prior written consent of the Executive; or Without limiting the generality or effect of the foregoing, any material breach of this Agreement by Cleveland-Cliffs or any successor thereto. A termination by Cleveland-Cliffs pursuant to Section 4(a) hereof or by the Executive pursuant to Section 4(b) hereof shall not affect any rights which the Executive may have pursuant to any agreement, policy, plan, program or arrangement of Cleveland-Cliffs, which rights shall be governed by the terms thereof, subject, however, to the modifications in Section 6 hereof. If this Agreement or the employment of the Executive is terminated under circumstances in which the Executive is not entitled to any payments under Sections 3 or 5 hereof, the Executive shall have no secular trust had been implemented and the benefit further obligation had been accrued under APB Opinion No. 12, as amended or liability to Cleveland-Cliffs hereunder with respect to his prior or any future employment by FAS 106Cleveland-Cliffs.