Common use of Change in Control Severance Protection Clause in Contracts

Change in Control Severance Protection. (a) Notwithstanding any provision herein to the contrary, in the event of the involuntary termination of Executive's employment during the term of this Agreement following any Change in Control of the Bank or Parent, or within 24 months thereafter of such Change in Control, absent Just Cause, Executive shall be paid an amount equal to the product of 2.999 times the Executive's "base amount" as defined in Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code") and regulations promulgated thereunder. Said sum shall be paid in one (1) lump sum not later than the date of such termination of service, and such payments shall be in lieu of any other future payments which the Executive would be otherwise entitled to receive under Section 6 of this Agreement. Additionally, the Executive and his or her dependents shall remain eligible to participate in the medical and dental insurance programs offered by the Bank to its employees for a period of not less than through the remaining term of the Agreement. Notwithstanding the forgoing, all sums payable hereunder shall be reduced in such manner and to such extent so that no such payments made hereunder when aggregated with all other payments to be made to the Executive by the Bank or the Parent shall be deemed an "excess parachute payment" in accordance with Section 280G of the Code and be subject to the excise tax provided at Section 4999(a) of the Code. The term "Change in Control" shall refer to: (i) the sale of all, or substantially all, of the assets of the Bank or the Parent; (ii) the merger or recapitalization of the Bank or the Parent whereby the Bank or the Parent is not the surviving entity; (iii) a change in control of the Bank or the Parent, as otherwise defined or determined by the Office of Thrift Supervision or regulations promulgated by it; or (iv) the acquisition, directly or indirectly, of the beneficial ownership (within the meaning of that term as it is used in Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder) of twenty-five percent (25%) or more of the outstanding voting securities of the Bank or the Parent by any person, trust, entity or group. The term "person" means an individual other than the Executive, or a corporation, partnership, trust, association, joint venture, pool, syndicate, sole proprietorship, unincorporated organization or any other form of entity not specifically listed herein. The reorganization of the Bank from its mutual holding company form to a parent holding company form whereby such parent company shall own 100% of the stock of the Bank and public stockholders shall own 100% of the parent company common stock shall not be deemed a Change in Control. The provisions of this Section 9(a) shall survive the expiration of this Agreement occurring after a Change in Control.

Change in Control Severance Protection. (a) Notwithstanding any provision herein to the contrary, in the event of the involuntary termination of Executive's employment during the term of this Agreement following any Change in Control of the Bank or Parent, or within 24 months thereafter of such Change in Control, absent Just Cause, Executive shall be paid an amount equal to the product of 2.999 two times the Executive's "base amount" as defined in Section 280G(b)(3total compensation paid to the Executive or accrued by the Bank (including amounts attributable to salary, bonus, deferred compensation and retirement plans) with respect to the Executive for the most recently completed calendar year ending on or prior to such date of the Internal Revenue Code termination of 1986, as amended (the "Code") and regulations promulgated thereunderemployment of such Executive . Said sum shall be paid in one (1) lump sum not later than the date of such termination of service, and such payments shall be in lieu of any other future payments which the Executive would be otherwise entitled to receive under Section 6 of this Agreement. Additionally, the Executive and his or her dependents shall remain eligible to participate in the medical and dental insurance programs offered by the Bank to its employees for a period of not less than through the remaining term of the Agreement. Notwithstanding the forgoing, all sums payable hereunder shall be reduced in such manner and to such extent so that no such payments made hereunder when aggregated with all other payments to be made to the Executive by the Bank or the Parent shall be deemed an "excess parachute payment" in accordance with Section 280G of the Code and be subject to the excise tax provided at Section 4999(a) of the Code. The term "Change in Control" shall refer to: (i) the sale of all, or substantially all, of the assets of the Bank or the Parent; (ii) the merger or recapitalization of the Bank or the Parent whereby the Bank or the Parent is not the surviving entity; (iii) a change in control of the Bank or the Parent, as otherwise defined or determined by the Office of Thrift Supervision or regulations promulgated by it; or (iv) the acquisition, directly or indirectly, of the beneficial ownership (within the meaning of that term as it is used in Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder) of twenty-five percent (25%) or more of the outstanding voting securities of the Bank or the Parent by any person, trust, entity or group. The term "person" means an individual other than the Executive, or a corporation, partnership, trust, association, joint venture, pool, syndicate, sole proprietorship, unincorporated organization or any other form of entity not specifically listed herein. The reorganization of the Bank from its mutual holding company form to a parent holding company form whereby such parent company shall own 100% of the stock of the Bank and public stockholders shall own 100% of the parent company common stock shall not be deemed a Change in Control. The provisions of this Section 9(a) shall survive the expiration of this Agreement occurring after a Change in Control.

Change in Control Severance Protection. (a) Notwithstanding any provision herein to the contrary, in the event of the involuntary termination of Executive's employment during the term of this Agreement immediately upon or following any Change in Control of the Bank or Parent, or within 24 months thereafter of such Change in Control, absent Just Cause, Executive shall be paid an amount equal to the product of 2.999 times three (3.0)times the sum of: (i)the Executive's "base amount" ’s salary in effects as defined in Section 280G(b)(3) of the Internal Revenue Code date of 1986such Change in Control, as amended (ii) the "Code"sum of all cash bonus and incentive compensation paid within one year prior to such Change in Control, and (iii) the annual premium cost for the Executive to maintain all medical, life insurance and regulations promulgated thereunderdisability insurance in effect following the date of termination of employment. Said sum shall be paid in one (1) lump sum not later than the date of such termination Executive’s Termination of serviceEmployment, and such payments shall be in lieu of any other future payments which that the Executive would be otherwise entitled to receive under Section 6 of this Agreement. Additionally, the Executive and his or her dependents shall remain eligible to participate in the medical medical, dental, life and dental disability insurance programs offered by the Bank to its employees for a period of not less than through the remaining term of the AgreementAgreement upon the Executive paying the premium expenses for such insurance continuation. Notwithstanding the forgoing, all sums payable hereunder shall be reduced in such manner and to such extent so that no such payments made hereunder when aggregated with all other payments to be made to the Executive by the Bank or the Parent shall be deemed an "excess parachute payment" in accordance with Section 280G of the Code and be subject to the excise tax provided at Section 4999(a) of the Code. The term "Change in Control" shall refer to: (i) the sale of all, or substantially all, of the assets of the Bank or the Parent; (ii) the merger or recapitalization of the Bank or the Parent whereby the Bank or the Parent is not the surviving entity; (iii) a change in control of the Bank or the Parent, as otherwise defined or determined by the Office of Thrift Supervision or regulations promulgated by it; or (iv) the acquisition, directly or indirectly, of the beneficial ownership (within the meaning of that term as it is used in Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder) of twenty-five percent (25%) or more of the outstanding voting securities of the Bank or the Parent by any person, trust, entity or group. The term "person" means an individual other than the Executive, or a corporation, partnership, trust, association, joint venture, pool, syndicate, sole proprietorship, unincorporated organization or any other form of entity not specifically listed herein. The reorganization of the Bank from its mutual holding company form to a parent holding company form whereby such parent company shall own 100% of the stock of the Bank and public stockholders shall own 100% of the parent company common stock shall not be deemed a Change in Control. The provisions of this Section 9(a) shall survive the expiration of this Agreement occurring after a Change in Control.

Change in Control Severance Protection. (a) Notwithstanding any provision herein to the contrary, in the event of the involuntary termination of Executive's employment during the term of this Agreement following any Change in Control of the Bank or Parent, or within 24 months thereafter of such Change in Control, absent Just Cause, Executive shall be paid an amount equal to the product of 2.999 times the Executive's "base amount" as defined in Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code") and regulations promulgated thereunder. Said sum shall be paid in one (1) lump sum not later than the date of such termination of service, and such payments shall be in lieu of any other future payments which the Executive would be otherwise entitled to receive under Section 6 of this Agreement. Additionally, the Executive and his or her dependents shall remain eligible to participate in the medical and dental insurance programs offered by the Bank to its employees for a period of not less than through the remaining term of the Agreement; provided that the Executive shall be responsible for payment of such monthly premium expenses, except to the extent that such benefits are otherwise provided in accordance with Section 3(h), herein. Notwithstanding the forgoing, all sums payable hereunder shall be reduced in such manner and to such extent so that no such payments made hereunder when aggregated with all other payments to be made to the Executive by the Bank or the Parent shall be deemed an "excess parachute payment" in accordance with Section 280G of the Code and be subject to the excise tax provided at Section 4999(a) of the Code. The term "Change in Control" shall refer to: (i) the sale of all, or substantially all, of the assets of the Bank or the Parent; (ii) the merger or recapitalization of the Bank or the Parent whereby the Bank or the Parent is not the surviving entity; (iii) a change in control of the Bank or the Parent, as otherwise defined or determined by the Office of Thrift Supervision or regulations promulgated by it; or (iv) the acquisition, directly or indirectly, of the beneficial ownership (within the meaning of that term as it is used in Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder) of twenty-five percent (25%) or more of the outstanding voting securities of the Bank or the Parent by any person, trust, entity or group. The term "person" means an individual other than the Executive, or a corporation, partnership, trust, association, joint venture, pool, syndicate, sole proprietorship, unincorporated organization or any other form of entity not specifically listed herein. The reorganization of the Bank from its mutual holding company form to a parent holding company form whereby such parent company shall own 100% of the stock of the Bank and public stockholders shall own 100% of the parent company common stock shall not be deemed a Change in Control. The provisions of this Section 9(a) shall survive the expiration of this Agreement occurring after a Change in Control.

Change in Control Severance Protection. (a) Notwithstanding any provision herein to the contrary, in the event of the involuntary termination of Executive's employment during the term of this Agreement following any Change in Control of the Bank or Parent, or within 24 months thereafter of such Change in Control, absent Just Cause, Executive shall be paid an amount equal to the product of 2.999 two times the total compensation paid to the Executive or accrued by the Bank (including amounts attributable to salary, bonus, deferred compensation and retirement plans) with respect to the Executive for the most recently completed calendar year ending on or prior to such date of termination of employment of such Executive's "base amount" as defined in Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code") and regulations promulgated thereunder. Said sum shall be paid in one (1) lump sum not later than the date of such termination of service, and such payments shall be in lieu of any other future payments which that the Executive would be otherwise entitled to receive under Section 6 of this Agreement. Additionally, except as otherwise provided at Section 3(d) herein, the Executive and his or her dependents shall remain eligible to participate in the medical and dental insurance programs offered by the Bank to its employees for a period of not less than through 18 months following the remaining term date of such termination of employment; provided that the AgreementEmployee shall pay to the Bank not less than monthly the corresponding COBRA continuation premiums in effect at such time for Parent or Bank employees generally during such period of insurance continuation. Notwithstanding the forgoing, all sums payable hereunder shall be reduced in such manner and to such extent so that no such payments made hereunder when aggregated with all other payments to be made to the Executive by the Bank or the Parent shall be deemed an "excess parachute payment" in accordance with Section 280G of the Internal Revenue Code of 1986, as amended (“Code”) and be subject to the excise tax provided at Section 4999(a) of the Code. The term "Change in Control" shall refer to: (i) the sale of all, or substantially all, of the assets of the Bank or the Parent; (ii) the merger or recapitalization of the Bank or the Parent whereby the Bank or the Parent is not the surviving entity; (iii) a change in control of the Bank or the Parent, as otherwise defined or determined by the Office of Thrift Supervision (or the Office of the Comptroller of the Currency as the successor thereto) or regulations promulgated by it; or (iv) the acquisition, directly or indirectly, of the beneficial ownership (within the meaning of that term as it is used in Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder) of twenty-five percent (25%) or more of the outstanding voting securities of the Bank or the Parent by any person, trust, entity or group. The term "person" means an individual other than the Executive, or a corporation, partnership, trust, association, joint venture, pool, syndicate, sole proprietorship, unincorporated organization or any other form of entity not specifically listed herein. The reorganization of the Bank from its mutual holding company form to a parent holding company form whereby such parent company shall own 100% of the stock of the Bank and public stockholders shall own 100% of the parent company common stock shall not be deemed a Change in Control. The provisions of this Section 9(a) shall survive the expiration of this Agreement occurring after a Change in Control.

Change in Control Severance Protection. (a) Notwithstanding any provision herein to the contrary, in the event of the involuntary termination of Executive's ’s employment during the term of this Agreement following any Change in Control of the Bank Company or ParentBank, or within 24 months thereafter of such Change in Control, absent Just Cause, Executive shall be paid an amount equal to the product of 2.999 times the Executive's "’s “base amount" ” as defined in Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended (the "“Code"”) and regulations promulgated thereunder. Said sum shall be paid in one (1) lump sum not later than the date of such termination of service, and such payments shall be in lieu of any other future payments which that the Executive would be otherwise entitled to receive under Section 6 of this Agreement; provided, that such payments shall be reduced to the extent that similar payments are made by the Bank. Additionally, the Executive and his or her dependents shall remain eligible to participate in the medical and dental insurance programs offered by the Bank Company to its employees for a period of not less than through the remaining term of the Agreement. Notwithstanding the forgoing, all sums payable hereunder shall be reduced in such manner and to such extent so that no such payments made hereunder when aggregated with all other payments to be made to the Executive by the Bank Company or the Parent Bank shall be deemed an "“excess parachute payment" ” in accordance with Section 280G of the Code and be subject to the excise tax provided at Section 4999(a) of the Code. The term "“Change in Control" ” shall refer to: (i) the sale of all, or substantially all, of the assets of the Bank Company or the ParentBank; (ii) the merger or recapitalization of the Bank Company or the Parent Bank whereby the Bank Company or the Parent Bank is not the surviving entity; (iii) a change in control of the Bank Company or the ParentBank, as otherwise defined or determined by the Office of Thrift Supervision or regulations promulgated by it; or (iv) the acquisition, directly or indirectly, of the beneficial ownership (within the meaning of that term as it is used in Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder) of twenty-five percent (25%) or more of the outstanding voting securities of the Bank Company or the Parent Bank by any person, trust, entity or group. The term "“person" ” means an individual other than the Executive, or a corporation, partnership, trust, association, joint venture, pool, syndicate, sole proprietorship, unincorporated organization or any other form of entity not specifically listed herein. The reorganization of the Company as part of a reorganization of the Bank from its mutual holding company form to a parent holding company form whereby such parent company shall own 100% of the stock of the Bank and public stockholders shall own 100% of the parent company common stock shall not be deemed a Change in Control. The provisions of this Section 9(a) shall survive the expiration of this Agreement occurring after a Change in Control.

Change in Control Severance Protection. (a) Notwithstanding any provision herein to the contrary, in the event of the involuntary termination of Executive's ’s employment during the term of this Agreement following any Change in Control of the Bank or Parent, or within 24 months thereafter of such Change in Control, absent Just Cause, Executive shall be paid an amount equal to the product of 2.999 two times the total compensation paid to the Executive or accrued by the Bank (including amounts attributable to salary, bonus, deferred compensation and retirement plans) with respect to the Executive for the most recently completed calendar year ending on or prior to such date of termination of employment of such Executive's "base amount" as defined in Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code") and regulations promulgated thereunder. Said sum shall be paid in one (1) lump sum not later than the date of such termination of service, and such payments shall be in lieu of any other future payments which that the Executive would be otherwise entitled to receive under Section 6 of this Agreement. Additionally, the Executive and his or her dependents shall remain eligible to participate in the medical and dental insurance programs offered by the Bank to its employees for a period of not less than through the remaining term of the Agreement. Notwithstanding the forgoing, all sums payable hereunder shall be reduced in such manner and to such extent so that no such payments made hereunder when aggregated with all other payments to be made to the Executive by the Bank or the Parent shall be deemed an "“excess parachute payment" ” in accordance with Section 280G of the Code and be subject to the excise tax provided at Section 4999(a) of the Code. The term "“Change in Control" ” shall refer to: (i) the sale of all, or substantially all, of the assets of the Bank or the Parent; (ii) the merger or recapitalization of the Bank or the Parent whereby the Bank or the Parent is not the surviving entity; (iii) a change in control of the Bank or the Parent, as otherwise defined or determined by the Office of Thrift Supervision or regulations promulgated by it; or (iv) the acquisition, directly or indirectly, of the beneficial ownership (within the meaning of that term as it is used in Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder) of twenty-five percent (25%) or more of the outstanding voting securities of the Bank or the Parent by any person, trust, entity or group. The term "“person" ” means an individual other than the Executive, or a corporation, partnership, trust, association, joint venture, pool, syndicate, sole proprietorship, unincorporated organization or any other form of entity not specifically listed herein. The reorganization of the Bank from its mutual holding company form to a parent holding company form whereby such parent company shall own 100% of the stock of the Bank and public stockholders shall own 100% of the parent company common stock shall not be deemed a Change in Control. The provisions of this Section 9(a) shall survive the expiration of this Agreement occurring after a Change in Control.

Change in Control Severance Protection. (a) Notwithstanding any provision herein to the contrary, in the event of the involuntary termination of Executive's employment during the term of this Agreement following any Change in Control of the Bank or Parent, or within 24 months thereafter of such Change in Control, absent Just Cause, Executive shall be paid an amount equal to the product of 2.999 two times the total compensation paid to the Executive or accrued by the Bank (including amounts attributable to salary, bonus, deferred compensation and retirement plans) with respect to the Executive for the most recently completed calendar year ending on or prior to such date of termination of employment of such Executive's "base amount" as defined in Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code") and regulations promulgated thereunder. Said sum shall be paid in one (1) lump sum not later than the date of such termination of service, and such payments shall be in lieu of any other future payments which the Executive would be otherwise entitled to receive under Section 6 of this Agreement. Additionally, the Executive and his or her dependents shall remain eligible to participate in the medical and dental insurance programs offered by the Bank to its employees for a period of not less than through the remaining term of the Agreement. Notwithstanding the forgoing, all sums payable hereunder shall be reduced in such manner and to such extent so that no such payments made hereunder when aggregated with all other payments to be made to the Executive by the Bank or the Parent shall be deemed an "excess parachute payment" in accordance with Section 280G of the Code and be subject to the excise tax provided at Section 4999(a) of the Code. The term "Change in Control" shall refer to: (i) the sale of all, or substantially all, of the assets of the Bank or the Parent; (ii) the merger or recapitalization of the Bank or the Parent whereby the Bank or the Parent is not the surviving entity; (iii) a change in control of the Bank or the Parent, as otherwise defined or determined by the Office of Thrift Supervision or regulations promulgated by it; or (iv) the acquisition, directly or indirectly, of the beneficial ownership (within the meaning of that term as it is used in Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder) of twenty-five percent (25%) or more of the outstanding voting securities of the Bank or the Parent by any person, trust, entity or group. The term "person" means an individual other than the Executive, or a corporation, partnership, trust, association, joint venture, pool, syndicate, sole proprietorship, unincorporated organization or any other form of entity not specifically listed herein. The reorganization of the Bank from its mutual holding company form to a parent holding company form whereby such parent company shall own 100% of the stock of the Bank and public stockholders shall own 100% of the parent company common stock shall not be deemed a Change in Control. The provisions of this Section --- 9(a) shall survive the expiration of this Agreement occurring after a Change in Control.

Change in Control Severance Protection. (a) Notwithstanding any provision herein to the contrary, in the event of the involuntary termination of Executive's ’s employment during the term of this Agreement following any Change in Control of the Bank Company or ParentBank, or within 24 months thereafter of such Change in Control, absent Just Cause, Executive shall be paid an amount equal to the product of 2.999 times the Executive's "’s “base amount" ” as defined in Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended (the "“Code"”) and regulations promulgated thereunder. Said sum shall be paid in one (1) lump sum not later than the date of such termination of service, and such payments shall be in lieu of any other future payments which that the Executive would be otherwise entitled to receive under Section 6 of this Agreement; provided, that such payments shall be reduced to the extent that similar payments are made by the Bank. Additionally, except as otherwise provided at Section 3(d) herein, the Executive and his or her dependents shall remain eligible to participate in the medical and dental insurance programs offered by the Bank to its employees for a period of not less than through 18 months following the remaining term date of such termination of employment; provided that the AgreementEmployee shall pay to the Bank not less than monthly the corresponding COBRA continuation premiums in effect at such time for Company or Bank employees generally during such period of insurance continuation. Notwithstanding the forgoing, all sums payable hereunder shall be reduced in such manner and to such extent so that no such payments made hereunder when aggregated with all other payments to be made to the Executive by the Bank or the Parent Company shall be deemed an "“excess parachute payment" ” in accordance with Section 280G of the Code and be subject to the excise tax provided at Section 4999(a) of the Code. The term "“Change in Control" ” shall refer to: (i) the sale of all, or substantially all, of the assets of the Bank or the ParentCompany; (ii) the merger or recapitalization of the Bank or the Parent Company whereby the Bank or the Parent Company is not the surviving entity; (iii) a change in control of the Bank or the Parent, as otherwise defined or determined by the Office of Thrift Supervision or regulations promulgated by it; or (iv) the acquisition, directly or indirectly, of the beneficial ownership (within the meaning of that term as it is used in Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder) of twenty-five percent (25%) or more of the outstanding voting securities of the Bank or the Parent by any person, trust, entity or group. The term "person" means an individual other than the Executive, or a corporation, partnership, trust, association, joint venture, pool, syndicate, sole proprietorship, unincorporated organization or any other form of entity not specifically listed herein. The reorganization of the Bank from its mutual holding company form to a parent holding company form whereby such parent company shall own 100% of the stock of the Bank and public stockholders shall own 100% of the parent company common stock shall not be deemed a Change in Control. The provisions of this Section 9(a) shall survive the expiration of this Agreement occurring after a Change in Control.the

Change in Control Severance Protection. (a) Notwithstanding any provision herein to the contrary, in the event of the involuntary termination of Executive's employment during the term of this Agreement following any Change in Control of the Bank or Parent, or within 24 months thereafter of such Change in Control, absent Just Cause, Executive shall be paid an amount equal to the product of 2.999 times the Executive's "base amount" as defined in Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code") and regulations promulgated thereunder. Said sum shall be paid in one (1) lump sum not later than the date of such termination of service, and such payments shall be in lieu of any other future payments which that the Executive would be otherwise entitled to receive under Section 6 of this Agreement. Additionally, except as otherwise provided at Section 3(d) herein, the Executive and his or her dependents shall remain eligible to participate in the medical and dental insurance programs offered by the Bank to its employees for a period of not less than through 18 months following the remaining term date of such termination of employment; provided that the AgreementEmployee shall pay to the Bank not less than monthly the corresponding COBRA continuation premiums in effect at such time for Parent or Bank employees generally during such period of insurance continuation. Notwithstanding the forgoing, all sums payable hereunder shall be reduced in such manner and to such extent so that no such payments made hereunder when aggregated with all other payments to be made to the Executive by the Bank or the Parent shall be deemed an "excess parachute payment" in accordance with Section 280G of the Code and be subject to the excise tax provided at Section 4999(a) of the Code. The term "Change in Control" shall refer to: (i) the sale of all, or substantially all, of the assets of the Bank or the Parent; (ii) the merger or recapitalization of the Bank or the Parent whereby the Bank or the Parent is not the surviving entity; (iii) a change in control of the Bank or the Parent, as otherwise defined or determined by the Office of Thrift Supervision the Comptroller of the Currency or regulations promulgated by it; or (iv) the acquisition, directly or indirectly, of the beneficial ownership (within the meaning of that term as it is used in Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder) of twenty-five percent (25%) or more of the outstanding voting securities of the Bank or the Parent by any person, trust, entity or group. The term "person" means an individual other than the Executive, or a corporation, partnership, trust, association, joint venture, pool, syndicate, sole proprietorship, unincorporated organization or any other form of entity not specifically listed herein. The reorganization of the Bank from its mutual holding company form to a parent holding company form whereby such parent company shall own 100% of the stock of the Bank and public stockholders shall own 100% of the parent company common stock shall not be deemed a Change in Control. The provisions of this Section 9(a) shall survive the expiration of this Agreement occurring after a Change in Control.

Change in Control Severance Protection. (a) Notwithstanding any provision herein to the contrary, in the event of the involuntary termination of Executive's ’s employment during the term of this Agreement following any Change in Control of the Bank Company or ParentBank, or within 24 months thereafter of such Change in Control, absent Just Cause, Executive shall be paid an amount equal to the product of 2.999 times the Executive's "’s “base amount" ” as defined in Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended (the "“Code"”) and regulations promulgated thereunder. Said sum shall be paid in one (1) lump sum not later than the date of such termination of service, and such payments shall be in lieu of any other future payments which that the Executive would be otherwise entitled to receive under Section 6 of this Agreement; provided, that such payments shall be reduced to the extent that similar payments are made by the Bank. Additionally, except as otherwise provided at Section 3(d) herein, the Executive and his or her dependents shall remain eligible to participate in the medical and dental insurance programs offered by the Bank to its employees for a period of not less than through 18 months following the remaining term date of such termination of employment; provided that the AgreementEmployee shall pay to the Bank not less than monthly the corresponding COBRA continuation premiums in effect at such time for Company or Bank employees generally during such period of insurance continuation. Notwithstanding the forgoing, all sums payable hereunder shall be reduced in such manner and to such extent so that no such payments made hereunder when aggregated with all other payments to be made to the Executive by the Bank or the Parent Company shall be deemed an "“excess parachute payment" ” in accordance with Section 280G of the Code and be subject to the excise tax provided at Section 4999(a) of the Code. The term "“Change in Control" ” shall refer to: (i) the sale of all, or substantially all, of the assets of the Bank or the ParentCompany; (ii) the merger or recapitalization of the Bank or the Parent Company whereby the Bank or the Parent Company is not the surviving entity; (iii) a change in control of the Bank or the ParentCompany, as otherwise defined or determined by the Office of Thrift Supervision the Comptroller of the Currency (“OCC”) or regulations promulgated by it; or (iv) the acquisition, directly or indirectly, of the beneficial ownership (within the meaning of that term as it is used in Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder) of twenty-five percent (25%) or more of the outstanding voting securities of the Bank or the Parent Company by any person, trust, entity or group. The term "“person" ” means an individual other than the Executive, or a corporation, partnership, trust, association, joint venture, pool, syndicate, sole proprietorship, unincorporated organization or any other form of entity not specifically listed herein. The reorganization of the Bank from its mutual holding company form to a parent holding company form whereby such parent company shall own 100% of the stock of the Bank and public stockholders shall own 100% of the parent company common stock shall not be deemed a Change in Control. The provisions of this Section 9(a) shall survive the expiration of this Agreement occurring after a Change in Control.

Change in Control Severance Protection. (a) Notwithstanding any provision herein to the contrary, in the event of the involuntary termination of Executive's ’s employment during the term of this Agreement immediately upon or following any Change in Control of the Bank or Parent, or within 24 months thereafter of such Change in Control, absent Just Cause, Executive shall be paid an amount equal to the product of 2.999 times three (3.0)times the sum of: (i)the Executive's "base amount" ’s salary in effects as defined in Section 280G(b)(3) of the Internal Revenue Code date of 1986such Change in Control, as amended (ii) the "Code"sum of all cash bonus and incentive compensation paid within one year prior to such Change in Control, and (iii) the annual premium cost for the Executive to maintain all medical, life insurance and regulations promulgated thereunderdisability insurance in effect following the date of termination of employment. Said sum shall be paid in one (1) lump sum not later than the date of such termination Executive’s Termination of serviceEmployment, and such payments shall be in lieu of any other future payments which that the Executive would be otherwise entitled to receive under Section 6 of this Agreement. Additionally, the Executive and his or her dependents shall remain eligible to participate in the medical medical, dental, life and dental disability insurance programs offered by the Bank to its employees for a period of not less than through the remaining term of the AgreementAgreement upon the Executive paying the premium expenses for such insurance continuation. Notwithstanding the forgoing, all sums payable hereunder shall be reduced in such manner and to such extent so that no such payments made hereunder when aggregated with all other payments to be made to the Executive by the Bank or the Parent shall be deemed an "“excess parachute payment" ” in accordance with Section 280G of the Code and be subject to the excise tax provided at Section 4999(a) of the Code. The term "“Change in Control" ” shall refer to: (i) the sale of all, or substantially all, of the assets of the Bank or the Parent; (ii) the merger or recapitalization of the Bank or the Parent whereby the Bank or the Parent is not the surviving entity; (iii) a change in control of the Bank or the Parent, as otherwise defined or determined by the Office of Thrift Supervision or regulations promulgated by it; or (iv) the acquisition, directly or indirectly, of the beneficial ownership (within the meaning of that term as it is used in Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder) of twenty-five percent (25%) or more of the outstanding voting securities of the Bank or the Parent by any person, trust, entity or group. The term "“person" ” means an individual other than the Executive, or a corporation, partnership, trust, association, joint venture, pool, syndicate, sole proprietorship, unincorporated organization or any other form of entity not specifically listed herein. The reorganization of the Bank from its mutual holding company form to a parent holding company form whereby such parent company shall own 100% of the stock of the Bank and public stockholders shall own 100% of the parent company common stock shall not be deemed a Change in Control. The provisions of this Section 9(a) shall survive the expiration of this Agreement occurring after a Change in Control.

Change in Control Severance Protection. (a) Notwithstanding any provision herein to the contrary, in the event of the involuntary termination of Executive's ’s employment during the term of this Agreement following any Change in Control of the Bank or Parent, or within 24 months thereafter of such Change in Control, absent Just Cause, Executive shall be paid an amount equal to the product of 2.999 times the Executive's "’s “base amount" ” as defined in Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended (the "“Code"”) and regulations promulgated thereunder. Said sum shall be paid in one (1) lump sum not later than the date of such termination of service, and such payments shall be in lieu of any other future payments which that the Executive would be otherwise entitled to receive under Section 6 of this Agreement. Additionally, the Executive and his or her dependents shall remain eligible to participate in the medical and dental insurance programs offered by the Bank to its employees for a period of not less than through the remaining term of the Agreement. Notwithstanding the forgoing, all sums payable hereunder shall be reduced in such manner and to such extent so that no such payments made hereunder when aggregated with all other payments to be made to the Executive by the Bank or the Parent shall be deemed an "“excess parachute payment" ” in accordance with Section 280G of the Code and be subject to the excise tax provided at Section 4999(a) of the Code. The term "“Change in Control" ” shall refer to: (i) the sale of all, or substantially all, of the assets of the Bank or the Parent; (ii) the merger or recapitalization of the Bank or the Parent whereby the Bank or the Parent is not the surviving entity; (iii) a change in control of the Bank or the Parent, as otherwise defined or determined by the Office of Thrift Supervision or regulations promulgated by it; or (iv) the acquisition, directly or indirectly, of the beneficial ownership (within the meaning of that term as it is used in Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder) of twenty-five percent (25%) or more of the outstanding voting securities of the Bank or the Parent by any person, trust, entity or group. The term "“person" ” means an individual other than the Executive, or a corporation, partnership, trust, association, joint venture, pool, syndicate, sole proprietorship, unincorporated organization or any other form of entity not specifically listed herein. The reorganization of the Bank from its mutual holding company form to a parent holding company form whereby such parent company shall own 100% of the stock of the Bank and public stockholders shall own 100% of the parent company common stock shall not be deemed a Change in Control. The provisions of this Section 9(a) shall survive the expiration of this Agreement occurring after a Change in Control.