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

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank or the Holding Company of Executive's full-time employment hereunder for any reason other than a termination governed by Section 5(a) hereof, or Termination for Cause, as defined in Section 8 hereof; (ii) Executive's resignation from the Bank's employ upon any (A) failure to elect or reelect or to appoint or reappoint Executive as President, Chief Executive Officer and General Counsel, unless consented to by the Executive, (B) a material change in Executive's function, duties, or responsibilities, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, unless consented to by Executive, (C) a relocation of Executive's principal place of employment by more than 30 miles from its location at the effective date of this Agreement, unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to the Executive from those being provided as of the effective date of this Agreement, unless consented to by the Executive, or (E) a liquidation or dissolution of the Bank or Holding Company, or (F) breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses (A), (B), (C), (D), (E) or (F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than ninety (90) days prior written notice given within six full months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank or the Holding Company of Executive's full-time employment hereunder for any reason other than a termination governed by Section 5(a) ), for Disability, as defined in Section 7 hereof, or Termination for Cause, as defined in Section 8 hereof; (ii) Executive's resignation from the BankHolding Company's employ upon any (A) failure to elect or reelect or to appoint or reappoint Executive as President, Chief Executive Officer and General Counsel, unless consented to by the Executivea senior management officer, (B) a material change in Executive's function, duties, or responsibilities, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, unless consented to by Executive, (C) a relocation of Executive's principal place of employment by more than 30 sixty (60) miles from its location at the effective date of this Agreement, unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to the Executive from those being provided as of the effective date of this Agreement, unless consented to by the Executive, or (E) a liquidation or dissolution of the Bank Holding Company or Holding CompanyBank, or (F) breach of this Agreement by the BankHolding Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D), (E) or (F), above, Executive shall have the right to elect to terminate his her employment under this Agreement by resignation upon not less than ninety thirty (9030) days prior written notice given within six full a reasonable period of time not to exceed, except in the case of a continuing breach, four (4) calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as defined herein definedbelow) during the Executive's term of employment under this Agreement, the provisions of this Section 4 shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank or the Holding Company of Executive's full-time employment hereunder under this Agreement by the Holding Company for any reason other than a termination governed by Section 5(a) hereof, 7 of this Agreement; or Termination for Cause, as defined in Section 8 hereof; (ii) Executive's resignation from his employment with the Bank's employ upon Holding Company upon, any (A) failure to elect or reelect or re-appoint Executive to appoint or reappoint Executive as President, Chief Executive Officer and General Counselhis positions set forth in Section 1 of this Agreement, unless consented Executive consents to by the such event, or a termination without cause of Executive's employment as set forth in Section 1(c) of this Agreement, (B) a material change in Executive's functionfunctions, duties, or responsibilitiesresponsibilities with the Holding Company or its subsidiaries, which change would cause Executive's position position(s) to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, abovescope, unless consented Executive consents to by Executivesuch event, (C) a relocation of Executive's principal place of employment by more than 30 twenty-five (25) miles from its location at the effective date of this AgreementEffective Time, unless consented Executive consents to by the Executivesuch event, (D) a material reduction (except to the extent provided for in Section 3(f) of this Agreement) in the benefits and perquisites provided to the Executive from those being provided as of the effective date Effective Time of this Agreement, unless consented Executive consents to by the Executivesuch event, or (E) a liquidation or dissolution of the Bank Holding Company or Holding Companythe Bank, or (F) breach of this Agreement by the BankHolding Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D), (E) or (F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than ninety sixty (9060) days prior written notice given within six (6) full calendar months after the applicable event giving rise to said Executive's right to electelect to terminate his employment.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank or the Holding Company of Executive's full-time employment hereunder for any reason other than a termination governed by Section 5(a) hereof, or Termination for Cause, as defined in Section 8 7 hereof; (ii) Executive's resignation from the Bank's employ upon any (A) failure to elect or reelect or to appoint or reappoint Executive as Senior Vice President, Chief Executive Officer and General Counsel, unless consented to by the Executive, (B) a material change in Executive's function, duties, or responsibilitiesresponsibilities as solely described in Section 1 of this Agreement, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, unless consented to by Executive, (C) a relocation of Executive's principal place of employment by more than 30 25 miles from its location at the effective date of this Agreement, unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to the Executive from those being provided as of the effective date of this Agreement, unless consented to by the Executive, or (E) a liquidation or dissolution of the Bank or Holding Company, or (F) breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses (A), (B), (C), (D), (E) or (F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than ninety sixty (9060) days prior written notice given within six (6) full months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) a. Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank or the Holding Company of Executive's full-time employment hereunder for any reason other than a termination governed by Section 5(a) hereof, or Termination for Cause, as defined in Section 8 7 hereof; (ii) Executive's resignation from the Bank's employ upon any (A) any failure to elect or reelect or to appoint or reappoint Executive as President, Chief Executive Officer and General CounselSenior Vice President for Commercial Lending, unless consented to by the Executive, (B) a material change in Executive's function, duties, or responsibilitiesresponsibilities with the Bank, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, unless consented to by Executive, (C) a relocation of Executive's principal place of employment by more than 30 50 miles from its location at the effective date of this Agreement, unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to the Executive from those being provided as of the effective date of this Agreement, unless consented to by the Executive, or (E) a liquidation or dissolution of the Bank or Holding Company, Company or (F) breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses (A), (B), (C), (D), (E) or (F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than ninety sixty (9060) days prior written notice given within six full calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank or the Holding Company of Executive's full-time employment hereunder for any reason other than a termination governed by Section 5(a) hereof, or Termination for Cause, as defined in Section 8 7 hereof; (ii) Executive's resignation from the BankHolding Company's employ upon employ, upon, any (A) failure to elect or reelect or to appoint or reappoint Executive as President, Chief Executive Officer and General CounselChairman of the Board of Directors, unless consented to by the Executive, (B) a material change in Executive's function, duties, or responsibilitiesresponsibilities with the Holding Company or its Subsidiaries, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, unless consented to by the Executive, (C) a relocation of Executive's principal place of employment by more than 30 35 miles from its location at the effective date of this Agreement, unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to the Executive from those being provided as of the effective date of this Agreement, unless consented to by the Executive, or (E) a liquidation or dissolution of the Bank Holding Company or Holding Companythe Institution, or (F) breach of this Agreement by the BankHolding Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D), (E) or (F), above, the Holding Company shall have the opportunity to cure the breach within thirty (30) days after receiving notice from Executive that an Event of Termination had occurred. If the Holding Company does not cure the event or circumstance constituting an Event of Termination within the time period prescribed in this Section 4(a), Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than ninety sixty (9060) days prior written notice given within six full months after thereafter. An Event of Termination under this Agreement will also be deemed an Event of Termination under the event giving rise to said right to electExecutive's Bank Employment Agreement.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's ’s term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "“Event of Termination" ” shall mean and include any one or more of the following: (i) the termination by the Bank or the Holding Company of Executive's ’s full-time employment hereunder for any reason other than a termination governed by Section 5(a) hereof, or Termination for Cause, as defined in Section 8 7 hereof; (ii) Executive's ’s resignation from the Bank's ’s employ upon any (A) any failure to elect or reelect or to appoint or reappoint Executive as President, President and Chief Executive Officer and General CounselOfficer, unless consented to by the Executive, (B) a material change in Executive's ’s function, duties, or responsibilitiesresponsibilities with the Bank, which change would cause Executive's ’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, unless consented to by Executive, (C) a relocation of Executive's ’s principal place of employment by more than 30 50 miles from its location at the effective date of this Agreement, unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to the Executive from those being provided as of the effective date of this Agreement, unless consented to by the Executive, or (E) a liquidation or dissolution of the Bank or Holding Company, or (F) breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses (A), (B), (C), (D), (E) or (F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than ninety sixty (9060) days prior written notice given within six full calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank or the Holding Company of Executive's full-time employment hereunder for any reason other than a termination governed by Section 5(a) hereof, or Termination for Cause, as defined in Section 8 7 hereof; (ii) Executive's resignation from the BankHolding Company's employ upon any (A) failure to elect or reelect or to appoint or reappoint Executive as President, President and Chief Executive Officer and General CounselOfficer, unless consented to by the Executive, (B) a material change in Executive's function, duties, or responsibilitiesresponsibilities with the Holding Company or its Subsidiaries, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, unless consented to by the Executive, (C) a relocation of Executive's principal place of employment by more than 30 25 miles from its location at the effective date of this Agreement, ,unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to the Executive from those being provided as of the effective date of this Agreement, unless consented to by the Executive, or (E) a liquidation or dissolution of the Bank Holding Company or Holding Companythe Institution, or (F) breach of this Agreement by the BankHolding Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D), (E) or (F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than ninety sixty (9060) days prior written notice given within six full calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's ’s term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "“Event of Termination" ” shall mean and include any one or more of the following: (i) the termination by the Bank or the Holding Company of Executive's ’s full-time employment hereunder for any reason other than a termination governed by Section 5(a) hereof, or Termination for Cause, as defined in Section 8 7 hereof; (ii) Executive's ’s resignation from the Bank's Holding Company’s employ upon any (A) any failure to elect or reelect or to appoint or reappoint Executive as President, President and Chief Executive Officer and General CounselOfficer, unless consented to by the Executive, (B) a material change in Executive's ’s function, duties, or responsibilitiesresponsibilities with the Holding Company or its Subsidiaries, which change would cause Executive's ’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, unless consented to by the Executive, (C) a relocation of Executive's ’s principal place of employment by more than 30 50 miles from its location at the effective date of this Agreement, unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to the Executive from those being provided as of the effective date of this Agreement, unless consented to by the Executive, or (E) a liquidation or dissolution of the Bank Holding Company or Holding Companythe Institution, or (F) breach of this Agreement by the BankHolding Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D), (E) or (F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than ninety sixty (9060) days prior written notice given within six full calendar months after the event giving rise to said right to elect. (b) Upon the occurrence of an Event of Termination, on the Date of Termination, as defined in Section 8, the Holding Company shall be obligated to pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a sum equal to the sum of: (i) the amount of the remaining payments that the Executive would have earned if he had continued his employment with the Holding Company and the Institution during the remaining term of this Agreement at the Executive’s Base Salary at the Date of Termination; and (ii) the amount equal to the annual contributions that would have been made on Executive’s behalf to any employee benefit plans of the Institution or the Holding Company during the remaining term of this Agreement based on contributions made (on an annualized basis) at the Date of Termination. At the election of the Holding Company, such payments shall be made in a lump sum as of the Executive’s Date of Termination or on a monthly basis in approximately equal installments during the remaining term of the Agreement. Such payments shall not be reduced in the event the Executive obtains other employment following termination of employment. (c) Upon the occurrence of an Event of Termination, the Holding Company will cause to be continued life, medical and dental coverage substantially equivalent to the coverage maintained by the Holding Company or its Subsidiaries for Executive prior to his termination at no premium cost to the Executive. Such coverage shall cease upon the expiration of the remaining term of this Agreement.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defineddefined in this Agreement) during the Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank or the Holding Company of Executive's full-time employment hereunder (including termination of the Executive by the Bank from his position as a Senior Vice President of the Bank) for any reason other than a termination governed by Section 5(a) hereof, or except for Termination for Cause, as defined in Section 8 hereof7 of this Agreement; (ii) Executive's resignation from the Company's or the Bank's employ upon any (A) failure to elect or reelect or to appoint or reappoint Executive as President, Chief Executive Officer and General CounselPresident of the Company or Senior Vice President of the Bank, unless consented to by the Executive, (B) a material change in Executive's function, duties, or responsibilities, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above1 of this Agreement or which has a similar effect on Executive's position as a Senior Vice President of the Bank, unless consented to by Executive, (C) a relocation of Executive's principal place of employment by more than 30 25 miles from its location at either the effective date Tarrytown, New York office of this Agreementthe Company or the main office of the Bank in Toms River, New Jersey, unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to the Executive from those being provided by Company as of the effective date of this Agreement, unless consented to by the Executive, or (E) a liquidation or dissolution of the Bank or Holding Company, or (FD) breach of this Agreement by the Company or a breach of the Executive's Change in Control Agreement by the Bank. Upon the occurrence of any event described in clauses (A), (B), (C), (D), (E) or (F), D) above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than ninety sixty (9060) days prior written notice given within six full months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as defined herein definedbelow) during the Executive's term of employment under this Agreement, the provisions of this Section 4 shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank or the Holding Company of Executive's full-time employment hereunder under this Agreement by the Bank for any reason other than a termination governed by Section 5(a) hereof, 7 of this Agreement; or Termination for Cause, as defined in Section 8 hereof; (ii) Executive's resignation from his employment with the Bank's employ upon Bank upon, any (A) failure to elect or reelect or re-appoint Executive to appoint or reappoint Executive as President, Chief Executive Officer and General Counselhis positions set forth in Section 1 of this Agreement, unless consented Executive consents to by the such event, or a termination without cause of Executive's employment as set forth in Section 1(c) of this Agreement, (B) a material change in Executive's functionfunctions, duties, or responsibilitiesresponsibilities with the Bank or its subsidiaries, which change would cause Executive's position position(s) to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, abovescope, unless consented Executive consents to by Executivesuch event, (C) a relocation of Executive's principal place of employment by more than 30 twenty-five (25) miles from its location at the effective date of this AgreementEffective Time, unless consented Executive consents to by the Executivesuch event, (D) a material reduction (except to the extent provided for in Section 3(f) of this Agreement) in the benefits and perquisites provided to the Executive from those being provided as of the effective date Effective Time of this Agreement, unless consented Executive consents to by the Executivesuch event, or (E) a liquidation or dissolution of the Bank Holding Company or Holding Companythe Bank, or (F) breach of this Agreement by the BankBank or the Holding Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D), (E) or (F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than ninety sixty (9060) days prior written notice given within six (6) full calendar months after the applicable event giving rise to said Executive's right to electelect to terminate his employment.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as defined herein definedbelow) during the Executive's term of employment under this Agreement, the provisions of this Section 4 shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank or the Holding Company of Executive's full-time employment hereunder under this Agreement by the Holding Company for any reason other than a termination governed by Section 5(a) hereof, 7 of this Agreement; or Termination for Cause, as defined in Section 8 hereof; (ii) Executive's resignation from her employment with the Bank's employ upon Holding Company upon, any (A) failure to elect or reelect or re-appoint Executive to appoint or reappoint Executive as President, Chief Executive Officer and General Counselher positions set forth in Section 1 of this Agreement, unless consented Executive consents to by the Executivesuch event, (B) a material change in Executive's functionfunctions, duties, or responsibilitiesresponsibilities with the Holding Company or its subsidiaries, which change would cause Executive's position position(s) to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, abovescope, unless consented Executive consents to by Executivesuch event, (C) a relocation of Executive's principal place of employment by more than 30 twenty-five (25) miles from its location at the effective date of this AgreementEffective Time, unless consented Executive consents to by the Executivesuch event, (D) a material reduction (except to the extent provided for in Section 3(d) of this Agreement) in the benefits and perquisites provided to the Executive from those being provided as of the effective date Effective Time of this Agreement, unless consented Executive consents to by the Executivesuch event, or (E) a liquidation or dissolution of the Bank Holding Company or Holding Companythe Bank, or (F) breach of this Agreement by the BankHolding Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D), (E) or (F), above, Executive shall have the right to elect to terminate his her employment under this Agreement by resignation upon not less than ninety sixty (9060) days prior written notice given within six (6) full calendar months after the applicable event giving rise to said Executive's right to electelect to terminate her employment.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank or the Holding Company of Executive's full-time employment hereunder for any reason other than a termination governed by Section 5(a) hereof, or Termination for Cause, as defined in Section 8 7 hereof; (ii) Executive's resignation from the BankHolding Company's employ upon employ, upon, any (A) failure to elect or reelect or to appoint or reappoint Executive as President, Chief Executive Officer and General Counsel, unless consented to by the Executive, (B) a material change in Executive's function, duties, or responsibilitiesresponsibilities with the Holding Company or its Subsidiaries, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, unless consented to by the Executive, (C) a relocation of Executive's principal place of employment by more than 30 35 miles from its location at the effective date of this Agreement, unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to the Executive from those being provided as of the effective date of this Agreement, unless consented to by the Executive, or (E) a liquidation or dissolution of the Bank Holding Company or Holding Companythe Institution, or (F) breach of this Agreement by the BankHolding Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D), (E) or (F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than ninety sixty (9060) days prior written notice given within six full calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank or the Holding Company of Executive's full-time employment hereunder for any reason other than a termination governed by Section 5(a) hereof, or Termination for Cause, as defined in Section 8 7 hereof; (ii) Executive's resignation from the BankHolding Company's employ upon employ, upon, any (A) failure to elect or reelect or to appoint or reappoint Executive as President, Chief Executive Officer ___________ and General Counsel__________, unless consented to by the Executive, (B) a material change in Executive's function, duties, or responsibilitiesresponsibilities with the Holding Company or its Subsidiaries, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, unless consented to by the Executive, (C) a relocation of Executive's principal place of employment by more than 30 25 miles from its location at the effective date of this Agreement, unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to the Executive from those being provided as of the effective date of this Agreement, unless consented to by the Executive, or (E) a liquidation or dissolution of the Bank Holding Company or Holding Companythe Institution, or (F) breach of this Agreement by the BankHolding Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D), (E) or (F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than ninety sixty (9060) days prior written notice given within six full calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank or the Holding Company of Executive's full-time employment hereunder for any reason other than a termination governed by Section 5(a) hereof, or Termination for Cause, as defined in Section 8 7 hereof; (ii) Executive's resignation from the BankHolding Company's employ upon employ, upon, any (A) failure to elect or reelect or to appoint or reappoint Executive as Executive Vice President, Chief Executive Officer Secretary and General CounselTreasurer, unless consented to by the Executive, (B) a material change in Executive's function, duties, or responsibilitiesresponsibilities with the Holding Company or its Subsidiaries, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, unless consented to by the Executive, (C) a relocation of Executive's principal place of employment by more than 30 25 miles from its location at the effective date of this Agreement, unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to the Executive from those being provided as of the effective date of this Agreement, unless consented to by the Executive, or (E) a liquidation or dissolution of the Bank Holding Company or Holding Companythe Institution, or (F) breach of this Agreement by the BankHolding Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D), (E) or (F), above, Executive shall have the right to elect to terminate his her employment under this Agreement by resignation upon not less than ninety sixty (9060) days prior written notice given within six full calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank or the Holding Company of Executive's full-time employment hereunder for any reason other than a termination governed by Section 5(a) hereof, or Termination for Cause, as defined in Section 8 7 hereof; , (ii) Executive's resignation from the BankHolding Company's employ employ, upon any (A) failure to elect or reelect or to appoint or reappoint Executive as President, President and Chief Executive Officer and General CounselOperating Officer, unless consented to by the Executive, (B) a material change in Executive's function, duties, or responsibilitiesresponsibilities with the Holding Company and its Subsidiaries, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, unless consented to by the Executive, (C) a relocation of Executive's principal place of employment by more than 30 50 miles from its location at the effective date of this Agreement, unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to the Executive from those being provided as of the effective date of this Agreement, unless consented to by the Executive, or (E) a liquidation or dissolution of the Bank Holding Company or Holding Companythe Institution, or (F) breach of this Agreement by the BankHolding Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D), ) (E) or (F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than ninety sixty (9060) days prior written notice given within six full calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank Institution or the Holding Company of Executive's full-time employment hereunder for any reason other than a termination governed by Section 5(a) hereof, hereof or Termination for Cause, as defined in Section 8 7 hereof; (ii) Executive's resignation from the BankInstitution's employ upon any of the following: (A) unless consented to by the Executive, failure to elect or reelect or to appoint or reappoint Executive as President, Chief [TITLE] or failure to nominate or re-nominate Executive Officer and General Counsel, unless consented as a Director of the Institution or Holding Company to by the Executiveextent Executive was serving as a Director as of the effective date of this Agreement, (B) a material change in Executive's function, duties, or responsibilities, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, unless consented to by Executive, (C) a relocation of Executive's principal place of employment by more than 30 miles from its location at the effective date of this Agreement, unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to the Executive from those being provided as of the effective date of this Agreement, unless consented to by the Executive, or (ED) a liquidation or dissolution of the Bank Institution or Holding Company, or (FE) breach of this Agreement by the BankInstitution. Upon the occurrence of any event described in clauses (A), (B), (C), (D), or (E) or (F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than ninety sixty (9060) days prior written notice given within six full months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. The provisions of this Section shall in all respects be subject to the terms and conditions stated in Sections 4 and 11, and subject to the execution by Executive of a general release of all claims against the Company in a form reasonably acceptable to the Company. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of ’s employment under this Agreementby the Company, the provisions of this Section 1 shall apply. As used in this Agreement, an "“Event of Termination" ” shall mean and include any one or more of the following: (i) the termination by the Bank or the Holding Company of Executive's ’s full-time employment hereunder by the Company for any reason reason, other than a termination governed by Section 5(a) hereof, or Termination for Cause, following a Change in Control (as defined in Section 8 2(a) hereof), upon Retirement (as defined in Section 3 hereof), upon death or Disability (as defined in Section 3 hereof), or for Cause (as defined in Section 4 hereof); and (ii) Executive's ’s resignation from the Bank's employ Company’s employ, upon any (A) failure any material change in Executive’s function, duties, or responsibilities, which change would cause Executive’s position to elect become one of lesser responsibility, importance, or reelect or to appoint or reappoint Executive as President, Chief Executive Officer and General Counselscope, unless consented to by the Executive, (B) a material change in Executive's function, duties, or responsibilities, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, unless consented to by Executive, (C) a relocation of Executive's ’s principal place of employment by more than 30 miles from its location at the effective date of this Agreement, unless consented to by the Executive, (D) or a material reduction in the benefits and perquisites to the Executive from those being provided as of the effective date of this Agreement, in each case, unless consented to by the Executive, or (EC) a liquidation or dissolution of the Bank or Holding Company, or (F) material breach of this Agreement by the BankCompany. Upon the occurrence of any event described in clauses (Aii)(A), (B), (C), (D), (E) or (FC) above (a “resignation for Good Reason”), above, Executive shall have the right to elect to terminate his employment under this Agreement with the Company by resignation for Good Reason upon not less than ninety thirty (9030) days prior written notice given within six full a reasonable period of time not to exceed, except in case of a continuing breach, three (3) calendar months after the event giving rise to said such right to elect. Notwithstanding any other provision of this Section 4(a) to the contrary, no Event of Termination shall be deemed to have occurred unless the Executive also has Separated from Service with the Company, as defined in Exhibit A, in accordance with Internal Revenue Code Section 409A and the regulations promulgated thereunder (“Section 409A”). CHANGE OF CONTROL AND SEVERANCE AGREEMENT K▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (b) Subject to Section 7 hereof, upon the occurrence of an Event of Termination, the Company shall be obligated to pay Executive, as severance pay or liquidated damages, or both, an amount equal to twelve (12) months of the Executive’s base salary in effect at the time of the occurrence of the Event of Termination. Such payment shall be made in one lump sum on the date that is six (6) months after the date of Executive’s Separation from Service; provided, however, that in the event that, at the time of such Separation from Service, Executive is not a “specified employee” of the Company within the meaning of Section 409A(a)(2)(B)(i) or the Company does not have a class of stock that is publicly traded on an established securities market or otherwise, and a six-month delay in payment of benefits is not otherwise required by Section 409A, then such payment shall be made in twelve (12) equal monthly installments during the twelve (12) months following such Separation from Service. (c) Upon the occurrence of an Event of Termination, the Company will cause to be continued life, medical, dental and disability coverage (to the extent available and effected in compliance with Section 409A) substantially identical to the coverage maintained by the Company for Executive prior to his termination for twelve (12) months. (d) Upon the occurrence of an Event of Termination, the Executive will be entitled to receive vested benefits due him under or contributed by the Company on his behalf pursuant to any retirement, incentive, profit sharing, bonus, performance, disability (if coverage is available under the Company’s current policy) or other employee benefit plans maintained by the Company on the Executive’s behalf to the extent provided for by the terms and conditions of the applicable plan documents and to the extent that such benefits are not otherwise paid to Executive under a separate provision of this Agreement. (e) Upon the occurrence of an Event of Termination, any unexercised stock options, restricted stock, stock appreciation rights or other equity incentive awards (“Incentive Equity”) granted to the Executive by the Company shall immediately vest and be immediately exercisable and free from any right of repurchase upon the Executive’s receipt of the Notice of Termination (as defined below) relating to such Event of Termination, and any stock options held by Executive shall remain exercisable for a period of ninety (90) days thereafter, after which (unless otherwise provided in the Incentive Equity agreement) they shall terminate.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon The provisions of this Section shall apply upon the occurrence of an Event of Termination (as herein defined) during the Executive's ’s term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "“Event of Termination" ” shall mean and include any one or more of the following: : (i) the termination by the Bank or Employer of the Holding Company of Executive's ’s full-time employment hereunder for any reason other than a termination governed by Section 5(a(A) hereof, or Termination for Cause, Disability as defined in Section 8 5 below, or (B) Termination for Just Cause as defined in Section 6 hereof; or (ii) the Executive's ’s resignation from the Bank's employ Employer’s employ, upon any of the following (“Good Reason”): (A) failure to elect or reelect or to appoint or reappoint Executive as President, Chief Executive Officer and General Counsel, unless consented to by reduction in the Executive, (B) ’s Base Salary or a material change in Executive's function, duties, or responsibilities, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, unless consented to by Executive, (C) a relocation of Executive's principal place of employment by more than 30 miles from its location at the effective date of this Agreement, unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to the Executive from those being provided as of the effective date Effective Date of this Agreement, provided however that a reduction in benefits or perquisites that is broad based and affects substantially all executives of the Employer shall not be deemed an Event of Termination hereunder unless consented such reduction in benefits or perquisites occurs coincident with or following a Change in Control, (B) failure to by elect or reelect or to appoint or reappoint the Executive as Chief Operating Officer, Chief Financial Officer, Senior Executive Vice President of the Bank, or the Company, and as a Director of the Bank, or failure to nominate the Executive as a director of the Company, or (C) change in the Executive’s function, duties, or responsibilities, which change would cause the Executive’s position to become one of lesser responsibility, importance, or scope from the position described in ▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇, (▇) a relocation of the Executive’s principal place of employment by more than thirty (30) miles from its location as of the Effective Date of this Agreement, or (E) a liquidation or dissolution of the Bank or Holding CompanyCompany other than liquidations or dissolutions that are caused by reorganizations that do not affect the status of the Executive, or or (F) breach of this Agreement by the BankBank or the Company. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D), (E) or (F), ) above, the Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than ninety thirty (9030) days prior written notice given within six full months a reasonable period of time not to exceed ninety (90) days after the initial event giving rise to said right to elect. Notwithstanding the preceding sentence, in the event of a continuing breach of this Agreement by the Bank or the Company, the Executive, after giving due notice within the prescribed time frame of an initial event specified above, shall not waive any of his rights solely under this Agreement and this Section 4 by virtue of the fact that the Executive has submitted his resignation but has remained in the employment of the Bank or the Company and is engaged in good faith discussions to resolve any occurrence of an event described in clauses (ii) (A), (B), (C), (D), (E) or (F) above. The Employer shall have at least thirty (30) days to remedy any condition set forth in clause (ii) (A) through (F), provided, however, that the Employer shall be entitled to waive such period and make an immediate payment hereunder. (iii) The Executive’s involuntary termination of employment without Just Cause or voluntary resignation for Good Reason as described above from the Employer’s employ on the effective date of, or within twenty-four (24) months following, a Change in Control during the term of this Agreement. For these purposes, a Change in Control of the Bank or the Company shall mean a change in control of a nature that: (A) would be required to be reported in response to Item 5.01 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”); or (B) results in a Change in Control of the Bank or the Company within the meaning of the Home Owners’ Loan Act, as amended, and applicable rules and regulations promulgated thereunder, as in effect at the time of the Change in Control (collectively, the “HOLA”); or (C) without limitation such a Change in Control shall be deemed to have occurred at such time as (I) any “person” (as the term is used in Sections 13(d) and 14(d) of the Exchange Act), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of Company’s outstanding securities except for any securities purchased by the Company or Bank for any Company or Bank stock benefit plan; or (II) individuals who constitute the Board of Directors on the date hereof (the “Incumbent Board”) cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Company’s stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes of this clause (II), considered as though he were a member of the Incumbent Board; or (III) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Bank or the Company or similar transaction in which the Bank or Company is not the surviving institution occurs; or (IV) a proxy statement soliciting proxies from stockholders of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or similar transaction with one or more corporations or financial institutions, and as a result of such proxy solicitation, a plan of reorganization, merger consolidation or similar transaction involving the Company is approved by the Company’s Board of Directors or the requisite vote of the Company’s stockholders; or (V) a tender offer is made for 25% or more of the voting securities of the Company and the shareholders owning beneficially or of record 25% or more of the outstanding securities of the Company have tendered or offered to sell their shares pursuant to such tender offer and such tendered shares have been accepted by the tender offeror. (b) Upon the occurrence of an Event of Termination, on the Date of Termination, as defined in Section 7, the Employer shall pay Executive, or, in the event of his subsequent death, his estate, as the case may be, as severance pay or liquidated damages, or both, a cash lump sum equal to the sum of (i) three (3) times the Executive’s highest rate of base salary plus (ii) three (3) times the highest rate of cash bonus paid to the Executive during the prior three (3) years. Such payment shall be made in a cash lump sum and shall not be reduced in the event the Executive obtains other employment following an Event of Termination. All amounts payable to the Executive shall be paid within thirty (30) days following the Date of Termination or, if the Executive is a Specified Employee (within the meaning of Treasury Regulations §1.409A-1(i)), to the extent required to avoid penalties under Code Section 409A, on the first business day of the seventh month following the Date of Termination. (c) Upon the occurrence of an Event of Termination, the Employer will cause to be continued non-taxable medical and dental coverage substantially identical to the coverage maintained by the Employer for Executive and his eligible dependents prior to his termination. Such coverage shall continue for thirty-six (36) months from the Date of Termination unless the Executive obtains other employment following termination of employment under which substantially similar benefits are provided and in which the Executive and his eligible dependents are eligible to participate. Notwithstanding anything herein contained to the contrary, if applicable law (including, but not limited to, laws prohibiting discriminating in favor of highly compensated employees), or, if participation by the Executive or his eligible dependents is not permitted under the terms of the applicable health plans, or if providing such benefits would subject the Employer to penalties, then the Employer shall pay the Executive a cash lump sum payment reasonably estimated to be equal to the value of such non-taxable medical and dental benefits, with such payment to be made by lump sum within thirty (30) business days of the Date of Termination, or if later, the date on which the Employer determines that such insurance coverage (or the remainder of such insurance coverage) cannot be provided for the foregoing reasons. (d) Notwithstanding the foregoing, the Executive shall not be entitled to any payments or benefits under this Section 4 unless and until the Executive executes a release of his claims against the Bank, the Company and any affiliate, and their officers, directors, successors and assigns, releasing said persons from any and all claims, rights, demands, causes of action, suits, arbitrations or grievances relating to the employment relationship, including claims under the Age Discrimination in Employment Act (“ADEA”), but not including claims for benefits under tax-qualified plans or other benefit plans in which the Executive is vested, claims for benefits required by applicable law or claims with respect to obligations set forth in this Agreement that survive the termination of this Agreement. In order to comply with the requirements of Code Section 409A and the ADEA, the release shall be provided to the Executive no later than the date of his Separation from Service and the Executive shall have no fewer than twenty-one (21) days to consider the release, and following the Executive’s execution of the release, the Executive shall have seven (7) days to revoke said release. (e) For purposes of Section 4, “Event of Termination” as used herein shall mean “Separation from Service” as defined in Code Section 409A and the Treasury Regulations promulgated thereunder, provided, however, that the Employer and the Executive reasonably anticipate that the level of bona fide services the Executive would perform after termination would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding 36-month period.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank or the Holding Company of Executive's full-time employment hereunder for any reason other than a termination governed by Section 5(a) hereof, or Termination for Cause, as defined in Section 8 7 hereof; (ii) Executive's resignation from the BankHolding Company's employ upon employ, upon, any (A) failure to elect or reelect or to appoint or reappoint Executive as President, President and Chief Executive Officer and General CounselOfficer, unless consented to by the Executive, (B) a material change in Executive's function, duties, or responsibilitiesresponsibilities with the Holding Company or its Subsidiaries, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, unless consented to by the Executive, (C) a relocation of Executive's principal place of employment by more than 30 25 miles from its location at the effective date of this Agreement, unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to the Executive from those being provided as of the effective date of this Agreement, unless consented to by the Executive, or (E) a liquidation or dissolution of the Bank Holding Company or Holding Companythe Institution, or (F) breach of this Agreement by the BankHolding Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D), ) (E) or (F), above, Executive shall have the right to elect to terminate his her employment under this Agreement by resignation upon not less than ninety sixty (9060) days prior written notice given within six full calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank or the Holding Company of Executive's full-full- time employment hereunder for any reason other than a termination governed by Section 5(a) hereof, or Termination for Cause, as defined in Section 8 7 hereof; (ii) Executive's resignation from the BankHolding Company's employ upon employ, upon, any (A) failure to elect or reelect or to appoint or reappoint Executive as President, President and Chief Executive Officer and General CounselOfficer, unless consented to by the Executive, (B) a material change in Executive's function, duties, or responsibilitiesresponsibilities with the Holding Company or its Subsidiaries, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, unless consented to by the Executive, (C) a relocation of Executive's principal place of employment by more than 30 25 miles from its location at the effective date of this Agreement, unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to the Executive from those being provided as of the effective date of this Agreement, unless consented to by the Executive, or (E) a liquidation or dissolution of the Bank Holding Company or Holding Companythe Institution, or (F) breach of this Agreement by the BankHolding Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D), (E) or (F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than ninety sixty (9060) days prior written notice given within six full calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's ’s term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "“Event of Termination" ” shall mean and include any one or more of the following: (i) the termination by the Bank or the Holding Company of Executive's ’s full-time employment hereunder for any reason other than a termination governed by Section 5(a) hereof, or Termination for Cause, as defined in Section 8 7 hereof; (ii) Executive's ’s resignation from the Bank's employ upon Holding Company’s employ, upon, any (A) failure to elect or reelect or to appoint or reappoint Executive as Senior Vice President, Chief Executive Officer and General Counsel, unless consented to by the Executive, (B) a material change in Executive's ’s function, duties, or responsibilitiesresponsibilities with the Holding Company or its Subsidiaries, which change would cause Executive's ’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, unless consented to by Executive, (C) a relocation of Executive's ’s principal place of employment by more than 30 miles from its location at the effective date of this Agreement, unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to the Executive from those being provided as of the effective date of this Agreement, unless consented to by the Executive, or (E) a liquidation or dissolution of the Bank Holding Company or Holding Companythe Institution, or (F) breach of this Agreement by the BankHolding Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D), (E) or (F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than ninety sixty (9060) days prior written notice given within six full calendar months after the event giving rise to said right to elect. (b) Upon the occurrence of an Event of Termination, on the Date of Termination, as defined in Section 8, the Holding Company shall be obligated to pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, an amount equal to the sum of: (i) the Base Salary and bonuses, in accordance with Sections 3(a) and 3(b), respectively, that would have been paid to Executive for the remaining term of this Agreement had the Event of Termination not occurred; plus (ii) the value, as calculated by a recognized firm customarily performing such valuation, of any stock options which as of the Date of Termination, have been granted to Executive but are not exercisable by Executive and the value of any restricted stock awards which have been granted to Executive, but in which Executive does not have a non-forfeitable or fully-vested interest as of the Date of Termination; At the election of Executive, which election is to be made prior to an Event of Termination, such payments shall be made in a lump sum. In the event that no election is made, payment to Executive will be made on a monthly basis in approximately equal installments during the remaining term of the Agreement. Such payments shall not be reduced in the event Executive obtains other employment following termination of employment. (c) Upon the occurrence of an Event of Termination, the Holding Company will cause to be continued life, medical, dental and disability coverage substantially equivalent to the coverage maintained by the Holding Company or its Subsidiaries for Executive prior to his termination at no premium cost to Executive. Such coverage shall cease upon the expiration of the remaining term of this Agreement.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank or the Holding Company of Executive's full-time employment hereunder for any reason other than a termination governed by Section 5(a) hereof, or Termination for Cause, as defined in Section 8 7 hereof; (ii) Executive's resignation from the Bank's employ upon any (A) failure to elect or reelect or to appoint or reappoint Executive as PresidentChairman of the Board of Directors, President and Chief Executive Officer and General CounselOfficer, unless consented to by the Executive, (B) a material change in Executive's function, duties, or responsibilities, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, unless consented to by Executive, (C) a relocation of Executive's principal place of employment by more than 30 25 miles from its location at the effective date of this Agreement, unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to the Executive from those being provided as of the effective date of this Agreement, unless consented to by the Executive, or (E) a liquidation or dissolution of the Bank or Holding Company, or (F) breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses (A), (B), (C), (D), (E) or (F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than ninety sixty (9060) days prior written notice given within six full months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank or the Holding Company of Executive's full-time employment hereunder for any reason other than a termination governed by Section 5(a) hereof, or Termination for Cause, as defined in Section 8 7 hereof; (ii) Executive's resignation from the BankHolding Company's employ upon employ, upon, any (A) failure to elect or reelect or to appoint or reappoint Executive as President, President and Chief Executive Officer and General CounselOfficer, unless consented to by the Executive, (B) a material change in Executive's function, duties, or responsibilitiesresponsibilities with the Holding Company or its Subsidiaries, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, unless consented to by the Executive, (C) a relocation of Executive's principal place of employment by more than 30 ___ miles from its location at the effective date of this Agreement, unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to the Executive from those being provided as of the effective date of this Agreement, unless consented to by the Executive, or (E) a liquidation or dissolution of the Bank Holding Company or Holding Companythe Institution, or (F) breach of this Agreement by the BankHolding Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D), (E) or (F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than ninety sixty (9060) days prior written notice given within six full calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) a. Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank or the Holding Company of Executive's full-time employment hereunder for any reason other than a termination governed by Section 5(a) hereof, or Termination for Cause, as defined in Section 8 7 hereof; (ii) Executive's resignation from the Bank's employ upon any (A) any failure to elect or reelect or to appoint or reappoint Executive as President, Chief Executive Officer Vice President and General CounselSenior Lending Officer, unless consented to by the Executive, (B) a material change in Executive's function, duties, or responsibilitiesresponsibilities with the Bank, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, unless consented to by Executive, (C) a relocation of Executive's principal place of employment by more than 30 50 miles from its location at the effective date of this Agreement, unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to the Executive from those being provided as of the effective date of this Agreement, unless consented to by the Executive, or (E) a liquidation or dissolution of the Bank or Holding Company, Company or (F) breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses (A), (B), (C), (D), (E) or (F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than ninety sixty (9060) days prior written notice given within six full calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. The provisions of this Section shall in all respects be subject to the terms and conditions stated in Sections 7 and 14. (a) Upon The provisions of this Section shall apply upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: : (i) the termination by the Bank Association or the Holding Company of Executive's full-time employment hereunder for any reason other than a termination governed by Section 5(a(A) hereof, Disability or Termination for CauseRetirement, as defined in Section 8 5 below, or (B) Termination for Cause as defined in Section 6 hereof; or (ii) Executive's resignation from the BankAssociation's employ employ, upon any any (A) failure to elect or reelect or to appoint or reappoint Executive as President, President and Chief Executive Officer and General Counsel, unless consented to by the Executive, Officer, (B) a material change in Executive's function, duties, or responsibilities, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, unless consented to by Executive, , (C) a relocation of Executive's principal place of employment by more than 30 miles from its location at the effective date of this Agreement, unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to the Executive from those being provided as of the effective date of this Agreement, unless consented to by the Executive, or (E) a liquidation or dissolution of the Bank Association or Holding CompanyCompany other than liquidations or dissolutions that are caused by reorganizations that do not affect the status of Executive, or or (FD) breach of this Agreement by the BankAssociation. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), C)or (D), (E) or (F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than ninety sixty (9060) days prior written notice given within six full a reasonable period of time not to exceed four calendar months after the initial event giving rise to said right to elect. Notwithstanding the preceding sentence, in the event of a continuing breach of this Agreement by the Association, the Executive, after giving due notice within the prescribed time frame of an initial event specified above, shall not waive any of his rights solely under this Agreement and this Section 4 by virtue of the fact that Executive has submitted his resignation but has remained in the employment of the Association and is engaged in good faith discussions to resolve any occurrence of an event described in clauses (A), (B), (C) or (D) above. (iii) Executive's voluntary resignation from the Association's employ on the effective date of, or at any time following, a Change in Control during the term of this Agreement. For these purposes, a Change in Control of the Association or the Company shall mean a change in control of a nature that: (i) would be required to be reported in response to Item 1(a) of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of ▇▇▇▇ (▇▇▇ "▇▇▇▇▇▇▇▇ ▇▇▇"); or (ii) results in a Change in Control of the Association or the Company within the meaning of the Home Owners Loan Act, as amended, and applicable rules and regulations promulgated thereunder, as in effect at the time of the Change in Control (collectively, the "HOLA"); or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (a) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of Company's outstanding securities except for any securities purchased by the Association's employee stock ownership plan or trust; or (b) individuals who constitute the Board on the date hereof (the "Incumbent Board") cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes of this clause (b), considered as though he were a member of the Incumbent Board; or (c) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Association or the Company or similar transaction in which the Association or Company is not the surviving institution occurs; or (d) a proxy statement soliciting proxies from stockholders of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or similar transaction with one or more corporations or financial institutions, and as a result such proxy solicitation a plan of reorganization, merger consolidation or similar transaction involving the Company is approved by the requisite vote of the Company's stockholders; or (e) a tender offer is made for 25% or more of the voting securities of the Company and the shareholders owning beneficially or of record 25% or more of the outstanding securities of the Company have tendered or offered to sell their shares pursuant to such tender offer and such tendered shares have been accepted by the tender offeror. (b) Upon the occurrence of an Event of Termination, on the Date of Termination, as defined in Section 7, the Association shall pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to three (3) times the sum of (i) Base Salary and (ii) the highest rate of bonus awarded to the Executive during the prior three years. At the election of the Executive, which election is to be made on an annual basis during the month of January, and which election is irrevocable for the year in which made and upon the occurrence of an Event of Termination, any payments shall be made in a lump sum or paid bi-weekly during the remaining term of this Agreement following the Executive's termination. In the event that no election is made, payment to the Executive will be made on a bi-weekly basis during the remaining term of this Agreement. Such payments shall not be reduced in the event the Executive obtains other employment following termination of employment. (c) Upon the occurrence of an Event of Termination, the Association will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the Association for Executive prior to his termination. Such coverage shall continue for 36 months from the Date of Termination. (d) Notwithstanding the preceding paragraphs of this Section 4, in the event that: (i) the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") would be deemed to include an "excess parachute payment" under Section 280G of the Code or any successor thereto, and (ii) if such Termination Benefits were reduced to an amount (the "Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to the total amount of payments permissible under Section 280G of the Code or any successor thereto, then the Termination Benefits to be paid to Executive shall be so reduced so as to be a Non-Triggering Amount.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank or the Holding Company of Executive's full-time employment hereunder for any reason other than a termination governed by Section 5(a) hereof, or Termination for Cause, as defined in Section 8 7 hereof; (ii) Executive's resignation from the Bank's employ upon any (A) failure to elect or reelect or to appoint or reappoint Executive as Senior Vice President, Chief Executive Financial Officer and General Counsel, Treasurer unless consented to by the Executive, (B) a material change in Executive's function, duties, or responsibilities, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, unless consented to by Executive, (C) a relocation of Executive's principal place of employment by more than 30 25 miles from its location at the effective date of this Agreement, unless consented to by the Executive, (D) a material reduction in the benefits benefits, arrangements and perquisites to the Executive from those being provided Executive, as of the effective date of this Agreementdescribed in Exhibit A, unless consented to by the Executive, or (E) a liquidation or dissolution of the Bank or Holding Company, or (F) breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses (A), (B), (C), (D), (E) or (F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than ninety sixty (9060) days prior written notice given within six full months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's ’s term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "“Event of Termination" ” shall mean and include any one or more of the following: (i) the termination by the Bank or the Holding Company of Executive's ’s full-time employment hereunder for any reason other than a termination governed by Section 5(a) hereof, or Termination for Cause, as defined in Section 8 7 hereof; (ii) Executive's ’s resignation from the Bank's employ upon Holding Company’s employ, upon, any (A) failure to elect or reelect or to appoint or reappoint Executive as President, Chief Executive Operating Officer and General Counsel, President unless consented to by the Executive, (B) a material change in Executive's ’s function, duties, or responsibilitiesresponsibilities with the Holding Company or its Subsidiaries, which change would cause Executive's ’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, unless consented to by Executive, (C) a relocation of Executive's ’s principal place of employment by more than 30 miles from its location at the effective date of this Agreement, unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to the Executive from those being provided as of the effective date of this Agreement, unless consented to by the Executive, or (E) a liquidation or dissolution of the Bank Holding Company or Holding Companythe Institution, or (F) breach of this Agreement by the BankHolding Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D), (E) or (F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than ninety sixty (9060) days prior written notice given within six full calendar months after the event giving rise to said right to elect. (b) Upon the occurrence of an Event of Termination, on the Date of Termination, as defined in Section 8, the Holding Company shall be obligated to pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, an amount equal to the sum of: (i) the Base Salary and bonuses, in accordance with Sections 3(a) and 3(b), respectively, that would have been paid to Executive for the remaining term of this Agreement had the Event of Termination not occurred; plus (ii) the value, as calculated by a recognized firm customarily performing such valuation, of any stock options which as of the Date of Termination, have been granted to Executive but are not exercisable by Executive and the value of any restricted stock awards which have been granted to Executive, but in which Executive does not have a non-forfeitable or fully-vested interest as of the Date of Termination; At the election of Executive, which election is to be made prior to an Event of Termination, such payments shall be made in a lump sum. In the event that no election is made, payment to Executive will be made on a monthly basis in approximately equal installments during the remaining term of the Agreement. Such payments shall not be reduced in the event Executive obtains other employment following termination of employment. (c) Upon the occurrence of an Event of Termination, the Holding Company will cause to be continued life, medical, dental and disability coverage substantially equivalent to the coverage maintained by the Holding Company or its Subsidiaries for Executive prior to his termination at no premium cost to Executive. Such coverage shall cease upon the expiration of the remaining term of this Agreement.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's ’s term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "“Event of Termination" ” shall mean and include any one or more of the following: (i) the termination by the Bank or the Holding Company of Executive's ’s full-time employment hereunder for any reason other than a termination governed by Section 5(a) hereof, or Termination for Cause, as defined in Section 8 7 hereof; (ii) Executive's ’s resignation from the Bank's employ upon Holding Company’s employ, upon, any (A) failure to elect or reelect or to appoint or reappoint Executive as Executive Vice President, Chief Executive Officer and General Counsel, unless consented to by the Executive, (B) a material change in Executive's ’s function, duties, or responsibilitiesresponsibilities with the Holding Company or its Subsidiaries, which change would cause Executive's ’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, unless consented to by Executive, (C) a relocation of Executive's ’s principal place of employment by more than 30 miles from its location at the effective date of this Agreement, unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to the Executive from those being provided as of the effective date of this Agreement, unless consented to by the Executive, or (E) a liquidation or dissolution of the Bank Holding Company or Holding Companythe Institution, or (F) breach of this Agreement by the BankHolding Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D), (E) or (F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than ninety sixty (9060) days prior written notice given within six full calendar months after the event giving rise to said right to elect. (b) Upon the occurrence of an Event of Termination, on the Date of Termination, as defined in Section 8, the Holding Company shall be obligated to pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, an amount equal to the sum of: (i) the Base Salary and bonuses, in accordance with Sections 3(a) and 3(b), respectively, that would have been paid to Executive for the remaining term of this Agreement had the Event of Termination not occurred; plus (ii) the value, as calculated by a recognized firm customarily performing such valuation, of any stock options which as of the Date of Termination, have been granted to Executive but are not exercisable by Executive and the value of any restricted stock awards which have been granted to Executive, but in which Executive does not have a non-forfeitable or fully-vested interest as of the Date of Termination; At the election of Executive, which election is to be made prior to an Event of Termination, such payments shall be made in a lump sum. In the event that no election is made, payment to Executive will be made on a monthly basis in approximately equal installments during the remaining term of the Agreement. Such payments shall not be reduced in the event Executive obtains other employment following termination of employment. (c) Upon the occurrence of an Event of Termination, the Holding Company will cause to be continued life, medical, dental and disability coverage substantially equivalent to the coverage maintained by the Holding Company or its Subsidiaries for Executive prior to his termination at no premium cost to Executive. Such coverage shall cease upon the expiration of the remaining term of this Agreement.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank or the Holding Company of Executive's full-time employment hereunder for any reason other than a termination governed by Section 5(a) hereof, or Termination for Cause, as defined in Section 8 7 hereof; (ii) Executive's resignation from the BankHolding Company's employ upon employ, upon, any (A) failure to elect or reelect or to appoint or reappoint Executive as President, President and Chief Executive Officer and General CounselOfficer, unless consented to by the Executive, (B) a material change in Executive's function, duties, or responsibilitiesresponsibilities with the Holding Company or its Subsidiaries, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, unless consented to by the Executive, (C) a relocation of Executive's principal place of employment by more than 30 miles from its location at the effective date of this Agreement, unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to the Executive from those being provided as of the effective date of this Agreement, unless consented to by the Executive, or (E) a liquidation or dissolution of the Bank Holding Company or Holding Companythe Association, or (F) breach of this Agreement by the BankHolding Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D), ) (E) or (F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than ninety sixty (9060) days prior written notice given within six full calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this Section 4 shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank or the Holding Company of Executive's full-time employment hereunder for any reason other than a termination governed by Section 5(a) hereof, of this Agreement; or disability as defined in Section 8(a) or Termination for Cause, as defined in Section 8 hereof7 of this Agreement or Retirement (as defined in paragraph (d) of this Section 4); (ii) Executive's resignation from the BankHolding Company's employ upon employ, upon, any (A) failure to elect or reelect or to appoint or reappoint Executive as President, Chief Executive Financial Officer and General CounselTreasurer, unless consented to by the Executive, (B) a material change in Executive's function, duties, or responsibilitiesresponsibilities with the Holding Company or its Subsidiaries, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above1 of this Agreement, unless consented to by Executive, (C) a relocation of Executive's principal place of employment by more than 30 25 miles from its location at the effective date of this Agreement, unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to the Executive from those being provided as of the effective date of this Agreement, unless consented to by the Executive, or (E) a liquidation or dissolution of the Bank Holding Company or Holding Companythe Institution, or (F) breach of this Agreement by the BankHolding Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D), (E) or (F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than ninety sixty (9060) days prior written notice given within six full calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. The provisions of this Section shall in all respects be subject to the terms and conditions stated in Sections 7 and 14. (a) Upon The provisions of this Section shall apply upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: : (i) the The termination by the Bank or the Holding Company of Executive's full-time employment hereunder for any reason other than a termination governed by Section 5(a(A) hereof, Disability or Termination for CauseRetirement, as defined in Section 8 hereof5 below, or (B) Termination for Cause as defined in Section 6 below; or (ii) Upon formation of Internet Bank, and for as long as Internet Bank remains a majority-owned subsidiary of BBI, the failure to reappoint Executive as a director of the Internet Bank; (iii) Executive's resignation from the Bank's employ Company upon any any (A) failure to elect or reelect or to appoint or reappoint Executive as PresidentVice President of BBI, and upon its formation, as Executive Vice President and Chief Executive Operating Officer and General Counsel, unless consented to by of the Executive, Internet Bank, (B) a material change in Executive's function, duties, or responsibilities, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, unless consented to by Executive, , (C) a relocation of Executive's principal place of employment by more than 30 50 miles from its location at the effective date of this Agreement, unless consented to by the Executive, (D) or a material reduction in the benefits and perquisites to the Executive from those being provided as of the effective date of this Agreement, unless consented to by the Executive, or , (ED) a liquidation or dissolution of the Internet Bank other than liquidations or Holding Companydissolutions that are caused by reorganizations that do not affect the status of Executive, or or (FE) breach of this Agreement by the BankCompany. Upon the occurrence of any event described in clauses (iii) (A), (B), (C), (D) or (E), above, Executive shall have the right to elect to terminate her employment under this Agreement by resignation upon sixty (60) days prior written notice given within a reasonable period of time not to exceed four calendar months after the initial event giving rise to said right to elect. Notwithstanding the preceding sentence, in the event of a continuing breach of this Agreement by the Company, the Executive, after giving due notice within the prescribed time frame of an initial event specified above, shall not waive any of her rights under this Agreement and this Section 4 solely by virtue of the fact that Executive has submitted her resignation but has remained in the employment of the Company or the Internet Bank, as applicable, and is engaged in good faith discussions to resolve any occurrence of an event described in clauses (A), (B), (C), (D), ) or (E) above. (iv) Executive's involuntary termination or voluntary resignation from the Company's employ on the effective date of, or at any time following a Change in Control during the term of this Agreement. For these purposes, a Change in Control shall mean a change in control of a nature that: (i) would be required to be reported in response to Item 1(a) of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of ▇▇▇▇ (▇▇▇ "▇▇▇▇▇▇▇▇ ▇▇▇"); or (Fii) results in a Change in Control of BBI or the Internet Bank within the meaning of the Bank Holding Company Act of 1956, as amended, and applicable rules and regulations promulgated thereunder, as in effect at the time of the Change in Control (collectively, the "BHCA"); or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (a) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), abovedirectly or indirectly, of securities of BBI or the Internet Bank representing 25% or more of the combined voting power of BBI's or the Internet Bank's outstanding securities except for any securities purchased by BBI's or the Internet Bank's employee stock ownership plan or trust; or (b) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of BBI or the Internet Bank or similar transaction in which BBI or the Internet Bank is not the surviving institution occurs; or (c) a tender offer is made for 25% or more of the voting securities of BBI or the Internet Bank and the shareholders owning beneficially or of record 25% or more of the outstanding securities of BBI or the Internet Bank have tendered or offered to sell their shares pursuant to such tender offer and such tendered shares have been accepted by the tender offeror. Notwithstanding anything in this subsection (a)(iv) to the contrary, a change in control shall not be deemed to have occurred in the event of a conversion of BBI's or the Internet Bank's mutual holding company to stock form, or in connection with any reorganization used to effect such a conversion. (b) Upon the occurrence of an Event of Termination described in Sections 4(a) (i) through (iii), on the Date of Termination, as defined in Section 7, the Company shall pay Executive, or, in the event of her subsequent death, her beneficiary or beneficiaries, or her estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to the Base Salary due to Executive for the remaining term of the Agreement. Upon the occurrence of an Event of Termination under Section 4(a)(iv), on the Date of Termination, the Company shall pay Executive, or, in the event of her subsequent death, her beneficiary or beneficiaries, or her estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to three (3) times Base Salary. At the election of the Executive, which election is to be made on an annual basis during the month of January, and which election is irrevocable for the year in which made and upon the occurrence of an Event of Termination, any payments shall be made in a lump sum or paid monthly during the remaining term of this Agreement following the Executive's termination. In the event that no election is made, payment to the Executive will be made on a monthly basis during the remaining term of this Agreement. Such payments shall not be reduced in the event the Executive obtains other employment following termination of employment. (c) Upon the occurrence of an Event of Termination described in Section 4(a) (i) through (iii), the Company will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the Internet Bank for Executive prior to her termination for the remaining term of the Agreement to the extent such coverage is available for former employees under the terms of the Internet Bank's group coverage. Upon the occurrence of an Event of Termination described in Section 4(a)(iv), the Company will cause such coverage to be continued for 24 months from the Date of Termination provided such coverage is available. (d) Notwithstanding the preceding paragraphs of this Section 4, in the event that: (i) the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") would be deemed to include an "excess parachute payment" under Section 280G of the Code or any successor thereto, and (ii) if such Termination Benefits were reduced to an amount (the "Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to the total amount of payments permissible under Section 280G of the Code or any successor thereto, then the Termination Benefits to be paid to Executive shall have the right be so reduced so as to elect to terminate his employment under this Agreement by resignation upon not less than ninety (90) days prior written notice given within six full months after the event giving rise to said right to electbe a Non-Triggering Amount.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank or the Holding Company of Executive's full-time employment hereunder for any reason other than a termination governed by Section 5(a) hereof, or Termination for Cause, as defined in Section 8 7 hereof; (ii) Executive's resignation from the Bank's employ upon any (A) failure to elect or reelect or to appoint or reappoint Executive as Senior Vice President, Chief Executive Officer and General CounselDirector of Mortgage Banking Group, unless consented to by the Executive, (B) a material change in Executive's function, duties, or responsibilities, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, unless consented to by Executive, (C) a relocation of Executive's principal place of employment by more than 30 25 miles from its location at the effective date of this Agreement, unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to the Executive from those being provided as of the effective date of this Agreement, unless consented to by the Executive, or (E) a liquidation or dissolution of the Bank or Holding Company, or (F) breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses (A), (B), (C), (D), (E) or (F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than ninety sixty (9060) days prior written notice given within six full months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank or the Holding Company of Executive's full-time employment hereunder for any reason other than a termination governed by Section 5(a) hereof, or Termination for Cause, as defined in Section 8 7 hereof; (ii) Executive's resignation from the Bank's employ upon any (A) failure to elect or reelect or to appoint or reappoint Executive as Senior Vice President, Chief Executive Officer and General CounselDirector of Banking Group, unless consented to by the Executive, (B) a material change in Executive's function, duties, or responsibilities, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, unless consented to by Executive, (C) a relocation of Executive's principal place of employment by more than 30 25 miles from its location at the effective date of this Agreement, unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to the Executive from those being provided as of the effective date of this Agreement, unless consented to by the Executive, or (E) a liquidation or dissolution of the Bank or Holding Company, or (F) breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses (A), (B), (C), (D), (E) or (F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than ninety sixty (9060) days prior written notice given within six full months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank or the Holding Company of Executive's full-time employment hereunder for any reason other than a termination governed by Section 5(a) hereof, or Termination for Cause, as defined in Section 8 7 hereof; (ii) Executive's resignation from the BankHolding Company's employ upon employ, upon, any (A) failure to elect or reelect or to appoint or reappoint Executive as President, Chief Executive Officer and General Counsel_______________________, unless consented to by the Executive, (B) a material change in Executive's function, duties, or responsibilitiesresponsibilities with the Holding Company or its Subsidiaries, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, unless consented to by Executive, (C) a relocation of Executive's principal place of employment by more than 30 25 miles from its location at the effective date of this Agreement, unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to the Executive from those being provided as of the effective date of this Agreement, unless consented to by the Executive, or (E) a liquidation or dissolution of the Bank Holding Company or Holding Companythe Institution, or (F) breach of this Agreement by the BankHolding Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D), (E) or (F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than ninety sixty (9060) days prior written notice given within six full calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's ’s term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "“Event of Termination" ” shall mean and include any one or more of the following: (i) the termination by the Bank or the Holding Company of Executive's ’s full-time employment hereunder for any reason other than a termination governed by Section 5(a) hereof, or Termination for Cause, as defined in Section 8 7 hereof; (ii) Executive's ’s resignation from the Bank's Holding Company’s employ upon any (A) any failure to elect or reelect or to appoint or reappoint Executive as President, President and Chief Executive Officer and General CounselOfficer, unless consented to by the Executive, (B) a material change in Executive's ’s function, duties, or responsibilitiesresponsibilities with the Holding Company or its Subsidiaries, which change would cause Executive's ’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, unless consented to by the Executive, (C) a relocation of Executive's ’s principal place of employment by more than 30 50 miles from its location at the effective date of this Agreement, unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to the Executive from those being provided as of the effective date of this Agreement, unless consented to by the Executive, or (E) a liquidation or dissolution of the Bank Holding Company or Holding Companythe Institution, or (F) breach of this Agreement by the BankHolding Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D), (E) or (F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than ninety sixty (9060) days prior written notice. Such election to terminate shall be deemed to be an involuntary termination provided that (i) the Executive provides notice given to the Holding Company of the existence of one of the conditions described above within ninety days of the initial existence of the condition and the Holding Company shall be provided with a period of thirty days during which it may remedy the condition and not pay the payment provided in part (b) below or provide the coverage provided in part (c) below, and (ii) the Date of Termination is within two years of the initial existence of the condition. (b) Upon the occurrence of an Event of Termination, on the Date of Termination, as defined in Section 8, the Holding Company shall be obligated to pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a sum equal to the sum of: (i) the amount of the remaining payments that the Executive would have earned if he had continued his employment with the Holding Company and the Institution during the remaining term of this Agreement at the Executive’s Base Salary at the Date of Termination; and (ii) the amount equal to the annual contributions that would have been made on Executive’s behalf to any employee benefit plans of the Institution or the Holding Company during the remaining term of this Agreement based on contributions made (on an annualized basis) at the Date of Termination. Such payments shall be made in a lump sum (i) on the first payroll pay date following Executive’s Date of Termination, or (ii) on the first payroll pay date following the date that is six full months after the Date of Termination if, on the Date of Termination, Executive is a Specified Employee as defined in Internal Revenue Code Section 409A, and such Code Section and the associated regulations so require. Such payments shall not be reduced in the event giving rise the Executive obtains other employment following termination of employment. (c) Upon the occurrence of an Event of Termination, the Holding Company will cause to said right be continued life, medical and dental coverage substantially equivalent to electthe coverage maintained by the Holding Company or its Subsidiaries for Executive prior to his termination at no premium cost to the Executive. Such coverage shall cease upon the expiration of the remaining term of this Agreement.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank or the Holding Company of Executive's full-time employment hereunder for any reason other than a termination governed by Section 5(a) hereof, or Termination for Cause, as defined in Section 8 7 hereof; (ii) Executive's resignation from the BankHolding Company's employ upon any (A) failure to elect or reelect or to appoint or reappoint Executive as President, Executive Vice President and Chief Executive Officer and General CounselFinancial Officer, unless consented to by the Executive, (B) a material change in Executive's function, duties, or responsibilitiesresponsibilities with the Holding Company or its Subsidiaries, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, unless consented to by the Executive, (C) a relocation of Executive's principal place of employment by more than 30 miles from its location at the effective date of this Agreement, unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to the Executive from those being provided as of the effective date of this Agreement, unless consented to by the Executive, or (E) a liquidation or dissolution of the Bank Holding Company or Holding Companythe Institution, or (F) breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses (A), (B), (C), (D), (E) or (F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than ninety (90) days prior written notice given within six full months after the event giving rise to said right to elect.the

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this Section 4 shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank or the Holding Company of Executive's full-time employment hereunder for any reason other than a termination governed by Retirement, as defined in paragraph (f) of this Section 5(a) hereof4, or Termination for For Cause, as defined in Section 8 hereof7 of this Agreement, or a Change in Control, as defined in Section 5 of this Agreement; (ii) Executive's resignation from the BankHolding Company's employ employ, upon any (A) notice to Executive by the Holding Company of a non-renewal of the term of this Agreement; (B) failure to elect or reelect or to appoint or reappoint Executive as PresidentChairman, President and Chief Executive Officer and General Counselof the Holding Company, unless consented to by the Executive, (BC) a material change in Executive's function, duties, or responsibilitiesresponsibilities with the Holding Company or its Subsidiaries, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above1 of this Agreement (and any such material change shall be deemed a continuing breach of this Agreement), unless consented to by Executive, (CD) a relocation of Executive's principal place of employment by more than 30 25 miles from its location at the effective date of this Agreement, unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to the Executive from those being provided as of the effective date of this Agreement, unless consented to by the Executive, or (E) a material reduction in the benefits, arrangements and perquisites to Executive as described in Exhibit A, or as otherwise provided pursuant to Sections 3(a) and 3(b) of this Agreement, to which Executive does not consent or for which Executive is not or will not be provided the economic benefit pursuant to Section 3(b) of this Agreement, (F) liquidation or dissolution of the Bank Holding Company or Holding Companythe Institution, or (FG) breach of this Agreement by the BankHolding Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D), (E), (F) or (FG), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than ninety sixty (9060) days prior written notice given within six full calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank or the Holding Company of Executive's full-time employment hereunder for any reason other than a termination governed by Section 5(a) hereof, or Termination for Cause, as defined in Section 8 7 hereof; (ii) Executive's resignation from the BankHolding Company's employ upon employ, upon, any (A) failure to elect or reelect or to appoint or reappoint Executive as President, Chief Executive Officer and General Counsel__________________, unless consented to by the Executive, (B) a material change in Executive's function, duties, or responsibilitiesresponsibilities with the Holding Company or its Subsidiaries, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, unless consented to by the Executive, (C) a relocation of Executive's principal place of employment by more than 30 25 miles from its location at the effective date of this Agreement, unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to the Executive from those being provided as of the effective date of this Agreement, unless consented to by the Executive, or (E) a liquidation or dissolution of the Bank Holding Company or Holding Companythe Institution, or (F) breach of this Agreement by the BankHolding Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D), (E) or (F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than ninety sixty (9060) days prior written notice given within six full calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank or the Holding Company of Executive's full-time employment hereunder for any reason other than a termination governed by Section 5(a) hereof, or Termination for Cause, as defined in Section 8 7 hereof; (ii) Executive's resignation from the BankHolding Company's employ upon employ, upon, any (A) failure to elect or reelect or to appoint or reappoint Executive as President, President and Chief Executive Officer and General CounselOfficer, unless consented to by the Executive, (B) a material change in Executive's function, duties, or responsibilitiesresponsibilities with the Holding Company or its Subsidiaries, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, unless consented to by Executive, (C) a relocation of Executive's principal place of employment by more than 30 35 miles from its location at the effective date of this Agreement, unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to the Executive from those being provided as of the effective date of this Agreement, unless consented to by the Executive, or (E) a liquidation or dissolution of the Bank Holding Company or Holding Companythe Institution, or (F) breach of this Agreement by the BankHolding Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D), (E) or (F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than ninety sixty (9060) days prior written notice given within six full calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank or the Holding Company of Executive's full-time employment hereunder for any reason other than a termination governed by Section 5(a) hereof, or Termination for Cause, as defined in Section 8 7 hereof; (ii) Executive's resignation from the BankHolding Company's employ upon employ, upon, any (A) failure to elect or reelect or to appoint or reappoint Executive as President, Chief Executive Officer ___________ and General Counsel__________, unless consented to by the Executive, (B) a material change in Executive's function, duties, or responsibilitiesresponsibilities with the Holding Company or its Subsidiaries, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, unless consented to by the Executive, (C) a relocation of Executive's principal place of employment by more than 30 ___ miles from its location at the effective date of this Agreement, unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to the Executive from those being provided as of the effective date of this Agreement, unless consented to by the Executive, or (E) a liquidation or dissolution of the Bank Holding Company or Holding Companythe Institution, or (F) breach of this Agreement by the BankHolding Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D), ) (E) or (F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than ninety sixty (9060) days prior written notice given within six full calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank or the Holding Company of Executive's full-time employment hereunder for any reason other than a termination governed by Section 5(a) hereof, or Termination for Cause, as defined in Section 8 7 hereof; (ii) Executive's resignation from the BankHolding Company's employ upon employ, upon, any (A) failure to elect or reelect or to appoint or reappoint Executive as President, President and Chief Executive Officer and General CounselOfficer, unless consented to by the Executive, (B) a material change in Executive's function, duties, or responsibilitiesresponsibilities with the Holding Company or its Subsidiaries, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, unless consented to by the Executive, (C) a relocation of Executive's principal place of employment by more than 30 _____ miles from its location at the effective date of this Agreement, unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to the Executive from those being provided as of the effective date of this Agreement, unless consented to by the Executive, or (E) a liquidation or dissolution of the Bank Holding Company or Holding Companythe Institution, or (F) breach of this Agreement by the BankHolding Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D), (E) or (F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than ninety sixty (9060) days prior written notice given within six full calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's ’s term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "“Event of Termination" ” shall mean and include any one or more of the following: (i) the termination by the Bank or the Holding Company of Executive's ’s full-time employment hereunder for any reason other than a termination governed by Section 5(a) hereof, or Termination for Cause, as defined in Section 8 7 hereof; (ii) Executive's ’s resignation from the Bank's ’s employ upon any (A) failure to elect or reelect or to appoint or reappoint Executive as Senior Vice President, Treasurer and Chief Executive Officer and General CounselFinancial Officer, unless consented to by the Executive, (B) a material change in Executive's ’s function, duties, or responsibilities, which change would cause Executive's ’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, unless consented to by Executive, (C) a relocation of Executive's ’s principal place of employment by more than 30 miles from its location at the effective date of this Agreement, unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to the Executive from those being provided as of the effective date of this Agreement, unless consented to by the Executive, or (E) a liquidation or dissolution of the Bank or Holding Company, or (F) breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses (A), (B), (C), (D), (E) or (F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than ninety sixty (9060) days prior written notice given within six full months after the event giving rise to said right to elect. (b) Upon the occurrence of an Event of Termination, on the Date of Termination, as defined in Section 8, the Bank shall be obligated to pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be an amount equal to the sum of: (i) the Base Salary and bonuses, in accordance with Sections 3(a) and 3(b), respectively, that would have been paid to Executive for the remaining term of this Agreement had the Event of Termination not occurred; plus (ii) the value, as calculated by a recognized firm customarily performing such valuation, of any stock options, which, as of the Date of Termination, have been granted to Executive but are not exercisable by Executive and the value of any restricted stock awards which have been granted to Executive, but in which Executive does not have a non-forfeitable or fully-vested interest as of the Date of Termination;

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. The provisions of this Section shall in all respects be subject to the terms and conditions stated in Sections 4 and 11, and subject to the execution by Executive of a general release of all claims against the Company in a form reasonably acceptable to the Company. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of ’s employment under this Agreementby the Company, the provisions of this Section 1 shall apply. As used in this Agreement, an "“Event of Termination" ” shall mean and include any one or more of the following: (i) the termination by the Bank or the Holding Company of Executive's ’s full-time employment hereunder by the Company for any reason reason, other than a termination governed by Section 5(a) hereof, or Termination for Cause, following a Change in Control (as defined in Section 8 2(a) hereof), upon Retirement (as defined in Section 3 hereof), upon death or Disability (as defined in Section 3 hereof), or for Cause (as defined in Section 4 hereof); and (ii) Executive's ’s resignation from the Bank's employ Company’s employ, upon any (A) failure any material change in Executive’s function, duties, or responsibilities, which change would cause Executive’s position to elect become one of lesser responsibility, importance, or reelect or to appoint or reappoint Executive as President, Chief Executive Officer and General Counselscope, unless consented to by the Executive, (B) a material change in Executive's function, duties, or responsibilities, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, unless consented to by Executive, (C) a relocation of Executive's ’s principal place of employment by more than 30 miles from its location at the effective date of this Agreement, unless consented to by the Executive, (D) or a material reduction in the benefits and perquisites to the Executive from those being provided as of the effective date of this Agreement, in each case, unless consented to by the Executive, or (EC) a liquidation or dissolution of the Bank or Holding Company, or (F) material breach of this Agreement by the BankCompany. Upon the occurrence of any event described in clauses (Aii)(A), (B), (C), (D), (E) or (FC) above (a “resignation for Good Reason”), above, Executive shall have the right to elect to terminate his employment under this Agreement with the Company by resignation for Good Reason upon not less than ninety thirty (9030) days prior written notice given within six full a reasonable period of time not to exceed, except in case of a continuing breach, three (3) calendar months after the event giving rise to said such right to elect. Notwithstanding any other provision of this Section 4(a) to the contrary, no Event of Termination shall be deemed to have occurred unless the Executive also has Separated from Service with the Company, as defined in Exhibit A, in accordance with Internal Revenue Code Section 409A and the regulations promulgated thereunder (“Section 409A”). AMENDED AND RESTATED CHANGE OF CONTROL AND SEVERANCE AGREEMENT T▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (b) Subject to Section 7 hereof, upon the occurrence of an Event of Termination, the Company shall be obligated to pay Executive, as severance pay or liquidated damages, or both, an amount equal to twelve (12) months of the Executive’s base salary in effect at the time of the occurrence of the Event of Termination. Such payment shall be made in one lump sum on the date that is six (6) months after the date of Executive’s Separation from Service; provided, however, that in the event that, at the time of such Separation from Service, Executive is not a “specified employee” of the Company within the meaning of Section 409A(a)(2)(B)(i) or the Company does not have a class of stock that is publicly traded on an established securities market or otherwise, and a six-month delay in payment of benefits is not otherwise required by Section 409A, then such payment shall be made in twelve (12) equal monthly installments during the twelve (12) months following such Separation from Service. (c) Upon the occurrence of an Event of Termination, the Company will cause to be continued life, medical, dental and disability coverage (to the extent available and effected in compliance with Section 409A) substantially identical to the coverage maintained by the Company for Executive prior to his termination for twelve (12) months. (d) Upon the occurrence of an Event of Termination, the Executive will be entitled to receive vested benefits due him under or contributed by the Company on his behalf pursuant to any retirement, incentive, profit sharing, bonus, performance, disability (if coverage is available under the Company’s current policy) or other employee benefit plans maintained by the Company on the Executive’s behalf to the extent provided for by the terms and conditions of the applicable plan documents and to the extent that such benefits are not otherwise paid to Executive under a separate provision of this Agreement. (e) Upon the occurrence of an Event of Termination, any unexercised stock options, restricted stock, stock appreciation rights or other equity incentive awards (“Incentive Equity”) granted to the Executive by the Company shall immediately vest and be immediately exercisable and free from any right of repurchase upon the Executive’s receipt of the Notice of Termination (as defined below) relating to such Event of Termination, and any stock options held by Executive shall remain exercisable for a period of ninety (90) days thereafter, after which (unless otherwise provided in the Incentive Equity agreement) they shall terminate.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank or the Holding Company of Executive's full-time employment hereunder for any reason other than a termination governed by Section 5(a) hereof, or Termination for Cause, as defined in Section 8 7 hereof; (ii) Executive's resignation from the BankHolding Company's employ employ, upon any (A) any failure to elect or reelect or to appoint or reappoint Executive as President, President and Chief Executive Officer and General Counsel, unless consented to by the Executive, (B) a material change in Executive's function, duties, or responsibilitiesresponsibilities with the Holding Company or its Subsidiaries, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, unless consented to by the Executive, (C) a relocation of Executive's principal place of employment by more than 30 miles from its location at the effective date of this Agreement, unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to the Executive from those being provided as of the effective date of this Agreement, unless consented to by the Executive, or (E) a liquidation or dissolution of the Bank Holding Company or Holding Companythe Institution, or (F) breach of this Agreement by the BankHolding Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D), (E) or (F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than ninety sixty (9060) days prior written notice given within six full calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank or the Holding Company of Executive's full-time employment hereunder for any reason other than a termination governed by Section 5(a) hereof, or Termination for Cause, as defined in Section 8 7 hereof; (ii) Executive's resignation from the BankCompany's employ employ, upon any (A) failure to elect or reelect or to appoint or reappoint Executive as President, President and Chief Executive Officer and General Counselof the Company, unless consented to by the Executive, (B) a material change in Executive's function, duties, or responsibilitiesresponsibilities with the Company and its Subsidiaries, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, unless consented to by the Executive, (C) a relocation of Executive's principal place of employment by more than 30 fifty (50) miles from its location at the effective date of this Agreement, unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to the Executive from those being provided as of the effective date of this Agreement, unless consented to by the Executive, or provided, however, that the Company may materially reduce benefits and perquisites generally provided on a nondiscriminatory basis to all employees without incurring the payments pursuant to the provisions of this Section, (E) a liquidation or dissolution of the Bank Company or Holding Companythe Institution, or (F) breach of this Agreement by the BankCompany. Upon the occurrence of any event described in clauses (A), (B), (C), (D), (E) or (F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than ninety sixty (9060) days prior written notice given within six full calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment defined under this Agreement), the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank or the Holding Company of Executive's full-time employment hereunder under this Agreement by the Holding Company on or before January 31, 2007 for any reason other than a termination governed by Section 5(aSections 6 and 10(b) hereof, of this Agreement; or Termination for Cause, as defined in Section 8 hereof; (ii) Executive's resignation from his employment with the Bank's employ upon Holding Company on or before January 31, 2007 upon, any (A) failure to elect or reelect re-elect or to appoint or reappoint re-appoint Executive as President, Chief Executive Officer and General Counselto his positions set forth in Section 1 of this Agreement, unless consented Executive consents to by the Executivesuch event, (B) a material change in Executive's functionfunctions, duties, or responsibilitiesresponsibilities with the Holding Company or its subsidiaries, which change would cause Executive's position with the Holding Company to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, abovescope, unless consented Executive consents to by Executivesuch event, (C) a relocation of Executive's principal place of employment by more than 30 seventy-five (75) miles from its location at the effective date of this AgreementEffective Time, unless consented Executive consents to by the Executivesuch event, (D) a material reduction in the benefits and perquisites provided to the Executive from those being provided as of the effective date Effective Time of this Agreement, unless consented Executive consents to by the Executivesuch event, or (E) a liquidation or dissolution of the Bank Holding Company or Holding Companythe Bank, or (F) breach of this Agreement by the BankHolding Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D), (E) or (F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than ninety one hundred twenty (90120) days prior written notice given within six (6) full calendar months after the applicable event giving rise to said Executive's right to electelect to terminate his employment.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's ’s term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "“Event of Termination" ” shall mean and include any one or more of the following: (i) the termination by the Bank or the Holding Company of Executive's ’s full-time employment hereunder for any reason other than a termination governed by Section 5(a) hereof, or Termination for Cause, as defined in Section 8 7 hereof; (ii) Executive's ’s resignation from the Bank's ’s employ upon any (A) failure to elect or reelect or to appoint or reappoint Executive as President, Chairman of the Board of Directors and Chief Executive Officer and General Counselof the Holding Company, unless consented to by the Executive, (B) a material change in Executive's ’s function, duties, or responsibilities, which change would cause Executive's ’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, unless consented to by Executive, (C) a relocation of Executive's ’s principal place of employment by more than 30 miles from its location at the effective date of this Agreement, unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to the Executive from those being provided as of the effective date of this Agreement, unless consented to by the Executive, or (E) a liquidation or dissolution of the Bank or Holding Company, or (F) breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses (A), (B), (C), (D), (E) or (F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than ninety sixty (9060) days prior written notice given within six full months after the event giving rise to said right to elect. (b) Upon the occurrence of an Event of Termination, on the Date of Termination, as defined in Section 8, the Bank shall be obligated to pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be an amount equal to the sum of: (i) the Base Salary and bonuses, in accordance with Sections 3(a) and 3(b), respectively, that would have been paid to Executive for the remaining term of this Agreement had the Event of Termination not occurred; plus (ii) the value, as calculated by a recognized firm customarily performing such valuation, of any stock options, which, as of the Date of Termination, have been granted to Executive but are not exercisable by Executive and the value of any restricted stock awards which have been granted to Executive, but in which Executive does not have a non-forfeitable or fully-vested interest as of the Date of Termination;

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank Association or the Holding Company of Executive's full-time employment hereunder for any reason other than a termination governed by Section 5(a) hereof, or Termination for Cause, as defined in Section 8 7 hereof; (ii) Executive's resignation from the BankAssociation's employ upon any (A) failure to elect or reelect or to appoint or reappoint Executive as Executive Vice President, Chief Executive Financial Officer and General CounselTreasurer, unless consented to by the Executive, (B) a material change in Executive's function, duties, or responsibilitiesresponsibilities with the Association, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, unless consented to by Executive, (C) a relocation of Executive's principal place of employment by more than 30 driving miles from its location at the effective date of this Agreement, unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to the Executive from those being provided as of the effective date of this Agreement, unless consented to by the Executive, or (E) a liquidation or dissolution of the Bank Association or Holding Company, or (F) breach of this Agreement by the BankAssociation. Upon the occurrence of any event described in clauses (A), (B), (C), (D), (E) or (F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than ninety sixty (9060) days prior written notice given within six full calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank or the Holding Company of Executive's full-time employment hereunder for any reason other than a termination governed by Section 5(a) hereof, or Termination for Cause, as defined in Section 8 7 hereof; (ii) Executive's resignation from the BankHolding Company's employ upon employ, upon, any (A) failure to elect or reelect or to appoint or reappoint Executive as President, Chief Executive Officer ________________ and General Counsel_____________________, unless consented to by the Executive, (B) a material change in Executive's function, duties, or responsibilitiesresponsibilities with the Holding Company or its Subsidiaries, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, unless consented to by the Executive, (C) a relocation of Executive's principal place of employment by more than 30 _____ miles from its location at the effective date of this Agreement, unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to the Executive from those being provided as of the effective date of this Agreement, unless consented to by the Executive, or (E) a liquidation or dissolution of the Bank Holding Company or Holding Companythe Institution, or (F) breach of this Agreement by the BankHolding Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D), (E) or (F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than ninety sixty (9060) days prior written notice given within six full calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank or the Holding Company of Executive's full-time employment hereunder for any reason other than a termination governed by Section 5(a) hereof, or Termination for Cause, as defined in Section 8 7 hereof; (ii) Executive's resignation from the BankHolding Company's employ upon employ, upon, any (A) failure to elect or reelect or to appoint or reappoint Executive as President, Chief Executive Officer ____________ and General Counsel___________________, unless consented to by the Executive, (B) a material change in Executive's function, duties, or responsibilitiesresponsibilities with the Holding Company or its Subsidiaries, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, unless consented to by the Executive, (C) a relocation of Executive's principal place of employment by more than 30 ____ miles from its location at the effective date of this Agreement, unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to the Executive from those being provided as of the effective date of this Agreement, unless consented to by the Executive, or (E) a liquidation or dissolution of the Bank Holding Company or Holding Companythe Institution, or (F) breach of this Agreement by the BankHolding Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D), (E) or (F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than ninety sixty (9060) days prior written notice given within six full calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. The provisions of this Section shall in all respects be subject to the terms and conditions stated in Sections 4 and 11, and subject to the execution by Executive of a general release of all claims against the Company in a form reasonably acceptable to the Company. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of ’s employment under this Agreementby the Company, the provisions of this Section 1 shall apply. As used in this Agreement, an "“Event of Termination" ” shall mean and include any one or more of the following: (i) the termination by the Bank or the Holding Company of Executive's ’s full-time employment hereunder by the Company for any reason reason, other than a termination governed by Section 5(a) hereof, or Termination for Cause, following a Change in Control (as defined in Section 8 2(a) hereof), upon Retirement (as defined in Section 3 hereof), upon death or Disability (as defined in Section 3 hereof), or for Cause (as defined in Section 4 hereof); and (ii) Executive's ’s resignation from the Bank's employ Company’s employ, upon any (A) failure any material change in Executive’s function, duties, or responsibilities, which change would cause Executive’s position to elect become one of lesser responsibility, importance, or reelect or to appoint or reappoint Executive as President, Chief Executive Officer and General Counselscope, unless consented to by the Executive, (B) a material change in Executive's function, duties, or responsibilities, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, unless consented to by Executive, (C) a relocation of Executive's ’s principal place of employment by more than 30 miles from its location at the effective date of this Agreement, unless consented to by the Executive, (D) or a material reduction in the benefits and perquisites to the Executive from those being provided as of the effective date of this Agreement, in each case, unless consented to by the Executive, or (EC) a liquidation or dissolution of the Bank or Holding Company, or (F) material breach of this Agreement by the BankCompany. Upon the occurrence of any event described in clauses (Aii)(A), (B), (C), (D), (E) or (FC) above (a “resignation for Good Reason”), above, Executive shall have the right to elect to terminate his employment under this Agreement with the Company by resignation for Good Reason upon not less than ninety thirty (9030) days prior written notice given within six full a reasonable period of time not to exceed, except in case of a continuing breach, three (3) calendar months after the event giving rise to said such right to elect. Notwithstanding any other provision of this Section 4(a) to the contrary, no Event of Termination shall be deemed to have occurred unless the Executive also has Separated from Service with the Company, as defined in Exhibit A, in accordance with Internal Revenue Code Section 409A and the regulations promulgated thereunder (“Section 409A”). (b) Subject to Section 7 hereof, upon the occurrence of an Event of Termination, the Company shall be obligated to pay Executive, as severance pay or liquidated damages, or both, an amount equal to (i) twelve (12) months of the Executive’s base salary in effect at the time of the occurrence of the Event of Termination and (ii) a pro-rata portion of Executive’s target bonus for such year. Such payment shall be made in one lump sum on the date that is six (6) months after the date of Executive’s Separation from Service; provided, however, that in the event that, at the time of such Separation from Service, Executive is not a “specified employee” of the Company within the meaning of Section 409A(a)(2)(B)(i) or the Company does not have a class of stock that is publicly traded on an established securities market or otherwise, and a six-month delay in payment of benefits is not otherwise required by Section 409A, then such payment shall be made in twelve (12) equal monthly installments during the twelve (12) months following such Separation from Service. (c) Upon the occurrence of an Event of Termination, the Company will cause to be continued life, medical, dental and disability coverage (to the extent available and effected in compliance with Section 409A) substantially identical to the coverage maintained by the Company for Executive prior to his termination for twelve (12) months. (d) Upon the occurrence of an Event of Termination, the Executive will be entitled to receive vested benefits due him under or contributed by the Company on his behalf pursuant to any retirement, incentive, profit sharing, bonus, performance, disability (if coverage is available under the Company’s current policy) or other employee benefit plans maintained by the Company on the Executive’s behalf to the extent provided for by the terms and conditions of the applicable plan documents and to the extent that such benefits are not otherwise paid to Executive under a separate provision of this Agreement.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. The provisions of this Section shall in all respects be subject to the terms and conditions stated in Sections 9 and 17. (a) Upon The provisions of this Section shall apply upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: : (i) the termination by the Bank Association or the Holding Company of Executive's full-time employment hereunder for any reason other than a termination governed by (A) Disability or Retirement, as defined in Section 5(a) hereof7 below, or (B) Termination for Cause, Cause as defined in Section 8 hereof; or (ii) Executive's resignation from the BankAssociation's employ employ, upon any any (A) failure to elect or reelect or to appoint or reappoint Executive as President, Chief Executive Officer and General Counsel, unless consented to by the Executive, ______________, (B) a material change in Executive's function, duties, or responsibilities, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, unless consented to by Executive, , (C) a relocation of Executive's principal place of employment by more than 30 miles from its location at the effective date of this Agreement, unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to the Executive from those being provided as of the effective date of this Agreement, unless consented to by the Executive, or (E) a liquidation or dissolution of the Bank Association or Holding CompanyCompany other than liquidations or dissolutions that are caused by reorganizations that do not affect the status of Executive, or or (FD) breach of this Agreement by the BankAssociation. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D), (E) or (FD), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than ninety sixty (9060) days prior written notice given within six full a reasonable period of time not to exceed four calendar months after the initial event giving rise to said right to elect. Notwithstanding the preceding sentence, in the event of a continuing breach of this Agreement by the Association, the Executive, after giving due notice within the prescribed time frame of an initial event specified above, shall not waive any of his rights solely under this Agreement and this Section by virtue of the fact that Executive has submitted his resignation but has remained in the employment of the Association and is engaged in good faith discussions to resolve any occurrence of an event described in clauses (A), (B), (C) or (D) above. (iii) Executive's involuntary termination by the Association or voluntary resignation from the Association's employ on the effective date of, or at any time following, a Change in Control during the term of this Agreement. For these purposes, a Change in Control of the Association or the Company shall mean a change in control of a nature that: (i) would be required to be reported in response to Item 1(a) of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of ▇▇▇▇ (▇▇▇ "▇▇▇▇▇▇▇▇ ▇▇▇"); or (ii) results in a Change in Control of the Association or the Company within the meaning of the Home Owners' Loan Act, as amended, and applicable rules and regulations promulgated thereunder (collectively, the "HOLA") as in effect at the time of the Change in Control; or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (a) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of Company's outstanding securities, except for any securities purchased by the Association's employee stock ownership plan or trust; or (b) individuals who constitute the Board on the date hereof (the "Incumbent Board") cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes of this clause (b), considered as though he were a member of the Incumbent Board; or (c) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Association or the Company or similar transaction in which the Association or Company is not the surviving institution occurs; or (d) a proxy statement soliciting proxies from stockholders of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or similar transaction with one or more corporations as a result of which the outstanding shares of the class of securities then subject to the plan are to be exchanged for or converted into cash or property or securities not issued by the Company; or (e) a tender offer is made for 25% or more of the voting securities of the Company and the shareholders owning beneficially or of record 25% or more of the outstanding securities of the Company have tendered or offered to sell their shares pursuant to such tender offer and such tendered shares have been accepted by the tender offeror. (b) Upon the occurrence of an Event of Termination, as defined in Section 6(a)(i), (ii) or (iii), on the Date of Termination, the Association shall pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to three (3) times the sum of (i) Base Salary and (ii) the highest rate of bonus awarded to the Executive during the prior three years. At the election of the Executive, which election is to be made on an annual basis during the month of January, and which election is irrevocable for the year in which made and upon the occurrence of an Event of Termination, any payments shall be made in a lump sum, or paid bi-weekly during the remaining term of this Agreement following the Executive's termination. In the event that no election is made, payment to the Executive will be made on a bi-weekly basis during the remaining term of this Agreement. Such payments shall not be reduced in the event the Executive obtains other employment following termination of employment. (c) Upon the occurrence of an Event of Termination, the Association will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the Association for Executive prior to his termination. Such coverage shall continue for thirty-six (36) months from the Date of Termination. (d) Upon the occurrence of an Event of Termination, the Executive will immediately vest in any outstanding unvested stock options or shares of restricted stock of the Company that have been awarded to him. (e) Notwithstanding the preceding paragraphs of this Section, in the event that: (i) the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") would be deemed to include an "excess parachute payment" under Section 280G of the Code or any successor thereto, and (ii) if such Termination Benefits were reduced to an amount (the "Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to the total amount of payments permissible under Section 280G of the Code or any successor thereto, then the Termination Benefits to be paid to Executive shall be so reduced so as to be a Non-Triggering Amount.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's ’s term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "“Event of Termination" ” shall mean and include any one or more of the following: (i) the termination by the Bank or the Holding Company of Executive's ’s full-time employment hereunder for any reason other than a termination governed by Section 5(a) hereof, or Termination for Cause, as defined in Section 8 7 hereof; (ii) Executive's ’s resignation from the Bank's ’s employ upon any (A) any failure to elect or reelect or to appoint or reappoint Executive as President, President and Chief Executive Officer and General CounselOfficer, unless consented to by the Executive, (B) a material change in Executive's ’s function, duties, or responsibilitiesresponsibilities with the Bank, which change would cause Executive's ’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, unless consented to by Executive, (C) a relocation of Executive's ’s principal place of employment by more than 30 50 miles from its location at the effective date of this Agreement, unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to the Executive from those being provided as of the effective date of this Agreement, unless consented to by the Executive, or (E) a liquidation or dissolution of the Bank or Holding Company, or (F) breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses (A), (B), (C), (D), (E) or (F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than ninety sixty (9060) days prior written notice given within six full calendar months after the event giving rise to said right to elect. (b) Upon the occurrence of an Event of Termination, on the Date of Termination, as defined in Section 8, the Bank shall be obligated to pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a sum equal to the sum of: (i) the amount of the remaining payments that the Executive would have earned if he had continued his employment with the Bank during the remaining term of this Agreement at the Executive’s Base Salary at the Date of Termination; and (ii) the amount equal to the annual contributions that would have been made on Executive’s behalf to any employee benefit plans of the Bank or the Holding Company during the remaining term of this Agreement based on contributions made (on an annualized basis) at the Date of Termination; provided, however, that any payments pursuant to this subsection and subsection 4(c) below shall not, in the aggregate, exceed three times Executive’s average annual compensation for the five most recent taxable years that Executive has been employed by the Bank or such lesser number of years in the event that Executive shall have been employed by the Bank for less than five years. In the event the Bank is not in compliance with its minimum capital requirements or if such payments pursuant to this subsection (b) would cause the Bank’s capital to be reduced below its minimum regulatory capital requirements, such payments shall be deferred until such time as the Bank or successor thereto is in capital compliance. At the election of the Bank, such payments shall be made in a lump sum as of the Executive’s Date of Termination or on a monthly basis in approximately equal installments during the remaining term of the Agreement. Such payments shall not be reduced in the event the Executive obtains other employment following termination of employment. (c) Upon the occurrence of an Event of Termination, the Bank will cause to be continued life, medical and dental coverage substantially equivalent to the coverage maintained by the Bank or the Holding Company for Executive prior to his termination at no premium cost to the Executive. Such coverage shall cease upon the expiration of the remaining term of this Agreement.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank or the Holding Company of Executive's full-time employment hereunder for any reason other than a termination governed by Section 5(a) hereof, or Termination for Cause, as defined in Section 8 hereof; (ii) Executive's resignation from the Bank's employ upon any (A) failure to elect or reelect or to appoint or reappoint Executive as President, Chief Executive Financial Officer and General CounselChief Operating Officer, unless consented to by the Executive, (B) a material change in Executive's function, duties, or responsibilities, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, unless consented to by Executive, (C) a relocation of Executive's principal place of employment by more than 30 miles from its location at the effective date of this Agreement, unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to the Executive from those being provided as of the effective date of this Agreement, unless consented to by the Executive, or (E) a liquidation or dissolution of the Bank or Holding Company, or (F) breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses (A), (B), (C), (D), (E) or (F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than ninety (90) days prior written notice given within six full months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank or the Holding Company of Executive's full-time employment hereunder for any reason other than a termination governed by Section 5(a) hereof, or Termination for Cause, as defined in Section 8 7 hereof; (ii) Executive's resignation from the BankHolding Company's employ upon employ, upon, any (A) failure to elect or reelect or to appoint or reappoint Executive as President, President and Chief Executive Officer and General CounselOfficer, unless consented to by the Executive, (B) a material change in Executive's function, duties, or responsibilitiesresponsibilities with the Holding Company or its Subsidiaries, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, unless consented to by the Executive, (C) a relocation of Executive's principal place of employment by more than 30 25 miles from its location at the effective date of this Agreement, unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to the Executive from those being provided as of the effective date of this Agreement, unless consented to by the Executive, or (E) a liquidation or dissolution of the Bank Holding Company or Holding Companythe Institution, or (F) breach of this Agreement by the BankHolding Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D), ) (E) or (F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than ninety thirty (9030) days prior written notice given within six full calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank or the Holding Company of Executive's full-time employment hereunder for any reason other than a termination governed by Section 5(a) hereof, or Termination for Cause, as defined in Section 8 hereof; (ii) Executive's resignation from the BankHolding Company's employ upon any (A) failure to elect or reelect or to appoint or reappoint Executive as President, Executive Vice President and Chief Executive Officer and General CounselOperating Officer, unless consented to by the Executive, (B) a material change in Executive's function, duties, or responsibilitiesresponsibilities with the Holding Company or its Subsidiaries, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, unless consented to by the Executive, (C) a relocation of Executive's principal place of employment by more than 30 miles from its location at the effective date of this Agreement, unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to the Executive from those being provided as of the effective date of this Agreement, unless consented to by the Executive, or (E) a liquidation or dissolution of the Bank Holding Company or Holding Companythe Institution, or (F) breach of this Agreement by the BankHolding Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D), (E) or (F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than ninety sixty (9060) days prior written notice given within six full calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank Institution or the Holding Company of Executive's full-time employment hereunder for any reason other than a termination governed by Section 5(a) hereof, hereof or Termination for Cause, as defined in Section 8 7 hereof; (ii) Executive's resignation from the BankInstitution's employ upon any of the following: (A) unless consented to by the Executive, failure to elect or reelect or to appoint or reappoint Executive as President, Senior Vice President and Chief Financial Officer or failure to nominate or re-nominate Executive Officer and General Counsel, unless consented as a Director of the Institution or Holding Company to by the Executiveextent Executive was serving as a Director as of the effective date of this Agreement, (B) a material change in Executive's function, duties, or responsibilities, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, unless consented to by Executive, (C) a relocation of Executive's principal place of employment by more than 30 miles from its location at the effective date of this Agreement, unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to the Executive from those being provided as of the effective date of this Agreement, unless consented to by the Executive, or (ED) a liquidation or dissolution of the Bank Institution or Holding Company, or (FE) breach of this Agreement by the BankInstitution. Upon the occurrence of any event described in clauses (A), (B), (C), (D), or (E) or (F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than ninety sixty (9060) days prior written notice given within six full months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank Institution or the Holding Company of Executive's full-time employment hereunder for any reason other than a termination governed by Section 5(a) hereof, hereof or Termination for Cause, as defined in Section 8 7 hereof; (ii) Executive's resignation from the BankInstitution's employ upon any of the following: (A) unless consented to by the Executive, failure to elect or reelect or to appoint or reappoint Executive as President, President and Chief Operating Officer or failure to nominate or re-nominate Executive Officer and General Counsel, unless consented as a Director of the Institution or Holding Company to by the Executiveextent Executive was serving as a Director as of the effective date of this Agreement, (B) a material change in Executive's function, duties, or responsibilities, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, unless consented to by Executive, (C) a relocation of Executive's principal place of employment by more than 30 miles from its location at the effective date of this Agreement, unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to the Executive from those being provided as of the effective date of this Agreement, unless consented to by the Executive, or (ED) a liquidation or dissolution of the Bank Institution or Holding Company, or (FE) breach of this Agreement by the BankInstitution. Upon the occurrence of any event described in clauses (A), (B), (C), (D), or (E) or (F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than ninety sixty (9060) days prior written notice given within six full months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank or the Holding Company of Executive's full-time employment hereunder for any reason other than a termination governed by Section 5(a) hereof, or Termination for Cause, as defined in Section 8 7 hereof; (ii) Executive's resignation from the BankHolding Company's employ upon employ, upon, any (A) unless consented to by the Executive, failure to elect or reelect or to appoint or reappoint Executive as President, Chief [TITLE] or failure to nominate or renominate Executive Officer and General Counsel, unless consented as a Director of the Institution or Holding Company to by the Executiveextent Executive was serving as a Director as of the date of this Agreement, (B) a material change in Executive's function, duties, or responsibilitiesresponsibilities with the Holding Company or its Subsidiaries, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, unless consented to by the Executive, (C) a relocation of Executive's principal place of employment by more than 30 miles from its location at the effective date of this Agreement, unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to the Executive from those being provided as of the effective date of this Agreement, unless consented to by the Executive, or (ED) a liquidation or dissolution of the Bank Holding Company or Holding Companythe Institution, or (FE) breach of this Agreement by the BankHolding Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D), or (E) or (F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than ninety sixty (9060) days prior written notice given within six full calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) a. Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank or the Holding Company of Executive's full-time employment hereunder for any reason other than a termination governed by Section 5(a) hereof, or Termination for Cause, as defined in Section 8 7 hereof; (ii) Executive's resignation from the Bank's employ upon any (A) any failure to elect or reelect or to appoint or reappoint Executive as President, Chief Executive Officer Vice President and General CounselStroudsburg Branch Manager, unless consented to by the Executive, (B) a material change in Executive's function, duties, or responsibilitiesresponsibilities with the Bank, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, unless consented to by Executive, (C) a relocation of Executive's principal place of employment by more than 30 50 miles from its location at the effective date of this Agreement, unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to the Executive from those being provided as of the effective date of this Agreement, unless consented to by the Executive, or (E) a liquidation or dissolution of the Bank or Holding Company, Company or (F) breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses (A), (B), (C), (D), (E) or (F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than ninety sixty (9060) days prior written notice given within six full calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's ’s term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "“Event of Termination" ” shall mean and include any one or more of the following: (i) the termination by the Bank or the Holding Company of Executive's ’s full-time employment hereunder for any reason other than a termination governed by Section 5(a) hereof, or Termination for Cause, as defined in Section 8 7 hereof; (ii) Executive's ’s resignation from the Bank's ’s employ upon any (A) failure to elect or reelect or to appoint or reappoint Executive as President, Executive Vice President and Chief Executive Officer and General CounselLending Officer, unless consented to by the Executive, (B) a material change in Executive's ’s function, duties, or responsibilities, which change would cause Executive's ’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, unless consented to by Executive, (C) a relocation of Executive's ’s principal place of employment by more than 30 25 miles from its location at the effective date of this Agreement, unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to the Executive from those being provided as of the effective date of this Agreement, unless consented to by the Executive, or (E) a liquidation or dissolution of the Bank or Holding Company, or (F) breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses (A), (B), (C), (D), (E) or (F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than ninety sixty (9060) days prior written notice given within six full months after the event giving rise to said right to elect. (b) Upon the occurrence of an Event of Termination, on the Date of Termination, as defined in Section 8, the Bank shall be obligated to pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be an amount equal to the sum of: (i) the amount of the remaining payments that the Executive would have earned if he had continued his employment with the Bank during the remaining term of this Agreement at the Executive’s Base Salary at the Date of Termination; and (ii) the amount equal to the annual contributions that would have been made on Executive’s behalf to any employee benefit plans of the Bank or the Holding Company during the remaining term of this Agreement based on contributions made (on an annualized basis) at the Date of Termination; provided, however, that any payments pursuant to this subsection and subsection 4(c) below, shall not, in the aggregate, exceed three times Executive’s average annual compensation for the five most recent taxable years that Executive has been employed by the Bank or such lesser number of years in the event that Executive shall have been employed by the Bank for less than five years. In the event the Bank is not in compliance with its minimum capital requirements or if such payments pursuant to this subsection (b) would cause the Bank’s capital to be reduced below its minimum regulatory capital requirements, such payments shall be deferred until such time as the Bank or successor thereto is in capital compliance. At the election of the Executive, which election is to be made prior to an Event of Termination, such payments shall be made in a lump sum as of the Executive’s Date of Termination. In the event that no election is made, payment to Executive will be made on a monthly basis in approximately equal installments during the remaining term of the Agreement. Such payments shall not be reduced in the event the Executive obtains other employment following termination of employment. (c) Upon the occurrence of an Event of Termination, the Bank will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the Bank or the Holding Company for Executive prior to his termination at no premium cost to the Executive, except to the extent such coverage may be changed in its application to all Bank or Holding Company employees. Such coverage shall cease upon the expiration of the remaining term of this Agreement.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank Institution or the Holding Company of Executive's full-time employment hereunder for any reason other than a termination governed by Section 5(a) hereof, or Termination for Cause, as defined in Section 8 hereof; (ii) Executive's resignation from the BankInstitution's employ upon any (A) failure to elect or reelect or to appoint or reappoint Executive as President, Executive Vice President and Chief Executive Officer and General CounselOperating Officer, unless consented to by the Executive, (B) a material change in Executive's function, duties, or responsibilities, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, unless consented to by Executive, (C) a relocation of Executive's principal place of employment by more than 30 miles from its location at the effective date of this Agreement, unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to the Executive from those being provided as of the effective date of this Agreement, unless consented to by the Executive, or (E) a liquidation or dissolution of the Bank Institution or Holding Company, or (F) breach of this Agreement by the BankInstitution. Upon the occurrence of any event described in clauses (A), (B), (C), (D), (E) or (F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than ninety sixty (9060) days prior written notice given within six full months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank or the Holding Company of Executive's full-full- time employment hereunder for any reason other than a termination governed by Section 5(a) hereof, or Termination for Cause, as defined in Section 8 7 hereof; (ii) Executive's resignation from the BankHolding Company's employ upon employ, upon, any (A) failure to elect or reelect or to appoint or reappoint Executive as Senior Vice President, Chief Executive Officer and General Counsel, unless consented to by the Executive, (B) a material change in Executive's function, duties, or responsibilitiesresponsibilities with the Holding Company or its Subsidiaries, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, unless consented to by the Executive, (C) a relocation of Executive's principal place of employment by more than 30 25 miles from its location at the effective date of this Agreement, unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to the Executive from those being provided as of the effective date of this Agreement, unless consented to by the Executive, or (E) a liquidation or dissolution of the Bank Holding Company or Holding Companythe Institution, or (F) breach of this Agreement by the BankHolding Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D), (E) or (F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than ninety sixty (9060) days prior written notice given within six full calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. The provisions of this Section shall in all respects be subject to the terms and conditions stated in Section 7. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank or the Holding Company of Executive's full-time employment hereunder for any reason other than a termination governed by Change in Control, as defined in Section 5(a) hereof, or Termination for Cause, as defined in Section 8 7 hereof; , (ii) Executive's resignation from the BankHolding Company's employ upon employ, upon, any (A) failure to elect or reelect or to appoint or reappoint Executive as President, President and Chief Executive Officer and General CounselOperating Officer, unless consented to by the Executive, (B) unless consented to by the Executive, a material change in Executive's function, duties, or responsibilitiesresponsibilities with the Holding Company or its Subsidiaries, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, unless consented to by Executive, (C) a relocation of Executive's principal place of employment by more than 30 20 miles from its location at the effective date of this Agreement, unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to the Executive from those being provided as of the effective date of this Agreement, unless consented to by the Executive, or (E) a liquidation or dissolution of the Bank Holding Company or Holding Companythe Bank, or (F) breach of this Agreement by the BankHolding Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D), ) (E) or (F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than ninety thirty (9030) days prior written notice given within six (6) full calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank or the Holding Company of Executive's full-time employment hereunder for any reason other than a termination governed by Section 5(a) hereof, or Termination for Cause, as defined in Section 8 7 hereof; (ii) Executive's resignation from the BankHolding Company's employ upon employ, upon, any (A) failure to elect or reelect or to appoint or reappoint Executive as President, Chief Executive Officer ________________ and General Counsel_______________________, unless consented to by the Executive, (B) a material change in Executive's function, duties, or responsibilitiesresponsibilities with the Holding Company or its Subsidiaries, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, unless consented to by the Executive, (C) a relocation of Executive's principal place of employment by more than 30 _____ miles from its location at the effective date of this Agreement, unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to the Executive from those being provided as of the effective date of this Agreement, unless consented to by the Executive, or (E) a liquidation or dissolution of the Bank Holding Company or Holding Companythe Institution, or (F) breach of this Agreement by the BankHolding Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D), (E) or (F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than ninety sixty (9060) days prior written notice given within six full calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's ’s term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "“Event of Termination" ” shall mean and include any one or more of the following: (i) the termination by the Bank or the Holding Company of Executive's ’s full-time employment hereunder for any reason other than a termination governed by Section 5(a) hereof, or Termination for Cause, as defined in Section 8 7 hereof; (ii) Executive's ’s resignation from the Bank's employ upon Holding Company’s employ, upon, any (A) failure to elect or reelect or to appoint or reappoint Executive as Senior Vice President, Treasurer and Chief Executive Officer and General CounselFinancial Officer, unless consented to by the Executive, (B) a material change in Executive's ’s function, duties, or responsibilitiesresponsibilities with the Holding Company or its Subsidiaries, which change would cause Executive's ’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, unless consented to by Executive, (C) a relocation of Executive's ’s principal place of employment by more than 30 miles from its location at the effective date of this Agreement, unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to the Executive from those being provided as of the effective date of this Agreement, unless consented to by the Executive, or (E) a liquidation or dissolution of the Bank Holding Company or Holding Companythe Institution, or (F) breach of this Agreement by the BankHolding Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D), (E) or (F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than ninety sixty (9060) days prior written notice given within six full calendar months after the event giving rise to said right to elect. (b) Upon the occurrence of an Event of Termination, on the Date of Termination, as defined in Section 8, the Holding Company shall be obligated to pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, an amount equal to the sum of: (i) the Base Salary and bonuses, in accordance with Sections 3(a) and 3(b), respectively, that would have been paid to Executive for the remaining term of this Agreement had the Event of Termination not occurred; plus (ii) the value, as calculated by a recognized firm customarily performing such valuation, of any stock options which as of the Date of Termination, have been granted to Executive but are not exercisable by Executive and the value of any restricted stock awards which have been granted to Executive, but in which Executive does not have a non-forfeitable or fully-vested interest as of the Date of Termination; At the election of Executive, which election is to be made prior to an Event of Termination, such payments shall be made in a lump sum. In the event that no election is made, payment to Executive will be made on a monthly basis in approximately equal installments during the remaining term of the Agreement. Such payments shall not be reduced in the event Executive obtains other employment following termination of employment. (c) Upon the occurrence of an Event of Termination, the Holding Company will cause to be continued life, medical, dental and disability coverage substantially equivalent to the coverage maintained by the Holding Company or its Subsidiaries for Executive prior to his termination at no premium cost to Executive. Such coverage shall cease upon the expiration of the remaining term of this Agreement.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. The provisions of this Section shall in all respects be subject to the terms and conditions stated in Sections 4 and 11, and subject to the execution by Executive of a general release of all claims against the Company in a form reasonably acceptable to the Company. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of ’s employment under this Agreementby the Company, the provisions of this Section 1 shall apply. As used in this Agreement, an "“Event of Termination" ” shall mean and include any one or more of the following: (i) the termination by the Bank or the Holding Company of Executive's ’s full-time employment hereunder by the Company for any reason reason, other than a termination governed by Section 5(a) hereof, or Termination for Cause, following a Change in Control (as defined in Section 8 2(a) hereof), upon Retirement (as defined in Section 3 hereof), upon death or Disability (as defined in Section 3 hereof), or for Cause (as defined in Section 4 hereof); and (ii) Executive's ’s resignation from the Bank's employ Company’s employ, upon any (A) failure any material change in Executive’s function, duties, or responsibilities, which change would cause Executive’s position to elect become one of lesser responsibility, importance, or reelect or to appoint or reappoint Executive as President, Chief Executive Officer and General Counselscope, unless consented to by the Executive, (B) a material change in Executive's function, duties, or responsibilities, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, unless consented to by Executive, (C) a relocation of Executive's ’s principal place of employment by more than 30 miles from its location at the effective date of this Agreement, unless consented to by the Executive, (D) or a material reduction in the benefits and perquisites to the Executive from those being provided as of the effective date of this Agreement, in each case, unless consented to by the Executive, or (EC) a liquidation or dissolution of the Bank or Holding Company, or (F) material breach of this Agreement by the BankCompany. Upon the occurrence of any event described in clauses (Aii)(A), (B), (C), (D), (E) or (FC) above (a “resignation for Good Reason”), above, Executive shall have the right to elect to terminate his employment under this Agreement with the Company by resignation for Good Reason upon not less than ninety thirty (9030) days prior written notice given within six full a reasonable period of time not to exceed, except in case of a continuing breach, three (3) calendar months after the event giving rise to said such right to elect. Notwithstanding any other provision of this Section 4(a) to the contrary, no Event of Termination shall be deemed to have occurred unless the Executive also has Separated from Service with the Company, as defined in Exhibit A, in accordance with Internal Revenue Code Section 409A and the regulations promulgated thereunder (“Section 409A”). CHANGE OF CONTROL AND SEVERANCE AGREEMENT T▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (b) Subject to Section 7 hereof, upon the occurrence of an Event of Termination, the Company shall be obligated to pay Executive, as severance pay or liquidated damages, or both, an amount equal to twelve (12) months of the Executive’s base salary in effect at the time of the occurrence of the Event of Termination. Such payment shall be made in one lump sum on the date that is six (6) months after the date of Executive’s Separation from Service; provided, however, that in the event that, at the time of such Separation from Service, Executive is not a “specified employee” of the Company within the meaning of Section 409A(a)(2)(B)(i) or the Company does not have a class of stock that is publicly traded on an established securities market or otherwise, and a six-month delay in payment of benefits is not otherwise required by Section 409A, then such payment shall be made in twelve (12) equal monthly installments during the twelve (12) months following such Separation from Service. (c) Upon the occurrence of an Event of Termination, the Company will cause to be continued life, medical, dental and disability coverage (to the extent available and effected in compliance with Section 409A) substantially identical to the coverage maintained by the Company for Executive prior to his termination for twelve (12) months. (d) Upon the occurrence of an Event of Termination, the Executive will be entitled to receive vested benefits due him under or contributed by the Company on his behalf pursuant to any retirement, incentive, profit sharing, bonus, performance, disability (if coverage is available under the Company’s current policy) or other employee benefit plans maintained by the Company on the Executive’s behalf to the extent provided for by the terms and conditions of the applicable plan documents and to the extent that such benefits are not otherwise paid to Executive under a separate provision of this Agreement. (e) Upon the occurrence of an Event of Termination, any unexercised stock options, restricted stock, stock appreciation rights or other equity incentive awards (“Incentive Equity”) granted to the Executive by the Company that were outstanding as of the date of this Agreement shall immediately vest and be immediately exercisable and free from any right of repurchase upon the Executive’s receipt of the Notice of Termination (as defined below) relating to such Event of Termination, and any stock options held by Executive shall remain exercisable for a period of ninety (90) days thereafter, after which (unless otherwise provided in the Incentive Equity agreement) they shall terminate.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. The provisions of this Section shall in all respects be subject to the terms and conditions stated in Sections 4 and 11, and subject to the execution by Executive of a general release of all claims against the Company in a form reasonably acceptable to the Company. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of ’s employment under this Agreementby the Company, the provisions of this Section 1 shall apply. As used in this Agreement, an "“Event of Termination" ” shall mean and include any one or more of the following: (i) the termination by the Bank or the Holding Company of Executive's ’s full-time employment hereunder by the Company for any reason reason, other than a termination governed by Section 5(a) hereof, or Termination for Cause, following a Change in Control (as defined in Section 8 2(a) hereof), upon Retirement (as defined in Section 3 hereof), upon death or Disability (as defined in Section 3 hereof), or for Cause (as defined in Section 4 hereof); and (ii) Executive's ’s resignation from the Bank's employ Company’s employ, upon any (A) failure any material change in Executive’s function, duties, or responsibilities, which change would cause Executive’s position to elect become one of lesser responsibility, importance, or reelect or to appoint or reappoint Executive as President, Chief Executive Officer and General Counselscope, unless consented to by the Executive, (B) a material change in Executive's function, duties, or responsibilities, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, unless consented to by Executive, (C) a relocation of Executive's ’s principal place of employment by more than 30 miles from its location at the effective date of this AgreementAgreement (and it being recognized that pursuant to the Offer Letter, unless consented up to by the first 90 days Executive will be based in Seattle and thereafter Executive’s principal place of employment will be the Company’s headquarters in Minnetonka, (D) Minnesota), or a material reduction in the benefits and perquisites to the Executive from those being provided as of the effective date of this Agreement, in each case, unless consented to by the Executive, or (EC) a liquidation or dissolution of the Bank or Holding Company, or (F) material breach of this Agreement by the BankCompany. Upon the occurrence of any event described in clauses (Aii)(A), (B), (C), (D), (E) or (FC) above (a “resignation for Good Reason”), above, Executive shall have the right to elect to terminate his employment under this Agreement with the Company by resignation for Good Reason upon not less than ninety thirty (9030) days prior written notice given within six full a reasonable period of time not to exceed, except in case of a continuing breach, three (3) calendar months after the event giving rise to said such right to elect. Notwithstanding any other provision of this Section 4(a) to the contrary, no Event of Termination shall be deemed to have occurred unless the Executive also has Separated from Service with the Company, as defined in Exhibit A, in accordance with Internal Revenue Code Section 409A and the regulations promulgated thereunder (“Section 409A”). (b) Subject to Section 7 hereof, upon the occurrence of an Event of Termination, the Company shall be obligated to pay Executive, as severance pay or liquidated damages, or both, an amount equal to (i) twelve (12) months of the Executive’s base salary in effect at the time of the occurrence of the Event of Termination and (ii) a pro-rata portion of Executive’s target bonus for such year. Such payment shall be made in one lump sum on the date that is six (6) months after the date of Executive’s Separation from Service; provided, however, that in the event that, at the time of such Separation from Service, Executive is not a “specified employee” of the Company within the meaning of Section 409A(a)(2)(B)(i) or the Company does not have a class of stock that is publicly traded on an established securities market or otherwise, and a six-month delay in payment of benefits is not otherwise required by Section 409A, then such payment shall be made in twelve (12) equal monthly installments during the twelve (12) months following such Separation from Service. (c) Upon the occurrence of an Event of Termination, the Company will cause to be continued life, medical, dental and disability coverage (to the extent available and effected in compliance with Section 409A) substantially identical to the coverage maintained by the Company for Executive prior to his termination for twelve (12) months. (d) Upon the occurrence of an Event of Termination, the Executive will be entitled to receive vested benefits due him under or contributed by the Company on his behalf pursuant to any retirement, incentive, profit sharing, bonus, performance, disability (if coverage is available under the Company’s current policy) or other employee benefit plans maintained by the Company on the Executive’s behalf to the extent provided for by the terms and conditions of the applicable plan documents and to the extent that such benefits are not otherwise paid to Executive under a separate provision of this Agreement.