Common use of PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL Clause in Contracts

PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL. (a) Upon the occurrence of a Change in Control of the Bank or the Company (as herein defined) followed at any time during the term of this Agreement by the voluntary or involuntary termination of Executive’s employment, other than for Cause, as defined in Section 2(c) hereof, the provisions of Section 3 shall apply. Upon the occurrence of a Change in Control, Executive shall have the right to elect to voluntarily terminate his employment at any time during the term of this Agreement following any demotion, loss of title, office or significant authority, reduction in his annual compensation or benefits, or relocation of his principal place of employment by more than 30 miles from its location immediately prior to the Change in Control. (b) For purposes of this Plan, a “Change in Control” of the Bank or Company shall mean an event 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 1934 (the “Exchange Act”); or (ii) results in a Change in Control of the Bank or the Company within the meaning of the Home Owners’ Loan Act of 1933 and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency), as in effect on the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS); 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 Bank or the Company representing 20% or more of the Bank’s or the Company’s outstanding securities except for any securities of the Bank purchased by the Company in connection with the conversion of the Bank to the stock form and any securities purchased by any employee benefit plan of the Bank, 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 Bank or the Company or similar transaction occurs in which the Bank or Company is not the resulting entity. (c) Executive shall not have the right to receive termination benefits pursuant to Section 3 hereof upon Termination for Cause. The term “Termination for Cause” shall mean termination because of the Executive’s personal dishonesty, incompetence, willful misconduct, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any material provision of this Agreement. In determining incompetence, the acts or omissions shall be measured against standards generally prevailing in the savings institutions industry. Notwithstanding the foregoing, Executive shall not be deemed to have been Terminated for Cause unless and until there shall have been delivered to him a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the Board of Directors of the Bank at a meeting of the Board called and held for that purpose (after reasonable notice to the Executive and an opportunity for him, together with counsel, to be heard before the Board at such meeting and which such meeting shall be held not more than 30 days from the date of notice during which period Executive may be suspended with pay), finding that in the good faith opinion of the Board, the Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. The Executive shall not have the right to receive compensation or other benefits for any period after Termination for Cause. Any stock options or limited rights granted to Executive under any stock option plan of the Bank, the Company or any subsidiary or affiliate thereof, shall become null and void effective upon Executive’s receipt of Notice of Termination for Cause and shall not be exercisable by Executive at any time subsequent to such Termination for Cause.

PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL. (a) Upon the occurrence of a Change in Control of the Bank or the Holding Company (as herein defined) followed at any time during the term of this Agreement by the voluntary or involuntary termination of Executive’s employment, other than for Cause, as defined in Section 2(c) hereof, the provisions of Section 3 shall apply. Upon the occurrence of a Change in Control, Executive shall have the right to elect to voluntarily terminate his employment at any time during the term of this Agreement following any demotion, loss of title, office or significant authority, reduction in his annual compensation or benefitscompensation, or relocation of his principal place of employment by more than 30 50 miles from its location immediately prior to the Change in Control. (b) For purposes Definition of this Plan, a Change in Control. A “Change in Control” of the Bank or the Holding Company shall mean an event a change in control of a nature that: : (i) would be required to be reported in response to Item 1(a) 1.01 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 or (ii) results in a Change in Control of the Bank or the Holding Company within the meaning of the Home Owners’ Owners Loan Act of 1933 and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency), as in effect on the date hereof (provided, that in applying the definition including Section 574 of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS)such regulations; or or (iii) without limitation limitation, such a Change in Control shall be deemed to have occurred at such time as (Aa) 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 or makes an offer to purchase securities of the Bank or the Holding Company representing 20% or more of the Bank’s or the Holding Company’s outstanding securities securities, except for any securities of the Bank purchased owned by the Holding Company in connection with the conversion of the Bank to the stock form and any securities purchased by any employee benefit plan of the Bank, ’s employee stock ownership plan and trust; or (Bb) individuals who constitute the Board of Directors of the Holding Company 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 Holding Company’s stockholders shareholders was approved by the same Holding Company’s Nominating Committee serving under an Incumbent BoardCommittee, shall be, for purposes of this clause (Bb), considered as though he were a member of the Incumbent Board, ; or (Cc) a plan of reorganization, merger, consolidation, consolidation or sale of all or substantially all the assets of the Bank or Holding Company occurs; or (d) a proxy statement shall be distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of the reorganization, merger or consolidation of the Holding Company or similar transaction occurs in Bank with one or more corporations as a result of which the outstanding shares of the class of securities then subject to the Plan are exchanged for or converted into cash or property or securities not issued by the Bank or Holding Company; or (e) a tender offer is made for 20% or more of the outstanding securities of the Bank or Holding Company. However, notwithstanding anything contained in this section to the contrary, a Change in Control shall not be deemed to have occurred as a result of an event described in (i), (ii) or (iii) (a), (c) or (e) above which resulted from an acquisition or proposed acquisition of stock of the Holding Company by a person, as defined in the OTS’ Acquisition of Control Regulations (12 C.F.R. Section 574) (the “Control Regulations”), who was an executive officer of the Holding Company on January 19, 1990 and who has continued to serve as an executive officer of the Holding Company as of the date of the event described in (i), (ii) or (iii) (a), (c) or (e) above (an “incumbent officer”). In the event a group of individuals acting in concert satisfies the definition of “person” under the Control Regulations, the requirements of the preceding sentence shall be satisfied, and thus a change in control shall not be deemed to have occurred, if at least one individual in the group is not the resulting entityan incumbent officer. (c) Executive shall not have the right to receive termination benefits pursuant to Section 3 hereof upon Termination for Cause. The term “Termination for Cause” shall mean termination because of the Executive’s personal dishonesty, incompetence, willful misconduct, any breach of fiduciary duty involving personal profit, upon intentional failure to perform stated duties, personal dishonesty which results in loss to the Holding Company or one of its affiliates or willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease-and-cease and desist order, order which results in substantial loss to the Holding Company or one of its affiliates or any material breach of any material provision of this Agreement. In determining incompetenceFor purposes of this Section, no act, or the acts or omissions failure to act, on Executive’s part shall be measured against standards generally prevailing “willful” unless done, or omitted to be done, not in good faith and without reasonable belief that the action or omission was in the savings institutions industrybest interest of the Holding Company or its affiliates. Notwithstanding the foregoing, Executive shall not be deemed to have been Terminated terminated for Cause unless and until there shall have been delivered to him a copy of a resolution duly adopted by the affirmative vote of not less than a majority three-fourths of the members of the Board of Directors of the Bank at a meeting of the Board called and held for that purpose (after reasonable notice to the Executive and an opportunity for him, together with counsel, to be heard before the Board at such meeting and which such meeting shall be held not more than 30 days from the date of notice during which period Executive may be suspended with payBoard), finding that in the good faith opinion of the Board, the Executive was guilty of conduct justifying Termination termination for Cause and specifying the particulars thereof in detail. The Executive shall not have the right to receive compensation or other benefits for any period after Termination termination for Cause. Any stock options or limited rights granted to Executive under any stock option plan of the Bank, the Holding Company or any subsidiary or affiliate thereof, shall become null and void effective upon Executive’s receipt of Notice of Termination for Cause Cause, and shall not be exercisable by Executive at any time subsequent to such Termination for Cause.

PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL. (a) Upon the occurrence of a Change in Control of the Bank or the Company (as herein defined) followed at any time during the term of this Agreement by the voluntary or involuntary termination of Executive’s 's employment, other than for Cause, as defined in Section 2(c) hereof, the provisions of Section 3 shall apply. Upon the occurrence of a Change in Control, Executive shall have the right to elect to voluntarily terminate his employment at any time during the term of this Agreement following any demotion, loss of title, office or significant authority, reduction in his annual compensation or benefits, or relocation of his principal place of employment by more than 30 miles from its location immediately prior to the Change in Control. (b) For purposes of this Plan, a “A "Change in Control” " of the Bank or the Company shall mean: (1) a reorganization, merger, merger conversion, consolidation or sale of all or substantially all of the assets of the Bank, the Company or the Stock Holding Company, or a similar transaction in which the Bank, the Company or the Stock Holding Company is not the resulting entity and that is not approved by a majority of the Board of Directors of the Bank, the Company or the Stock Holding Company; (2) individuals who constitute the Incumbent Board of the Bank, the Company, or the Stock Holding Company cease for any reason to constitute a majority thereof; provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-fourths of the directors composing the Incumbent Board or whose nomination for election by the Bank's or Company's stockholders or members was approved by the same nominating committee serving under the Incumbent Board shall be, for purposes of this Section, considered as though he were a member of the Incumbent Board; or (3) an acquisition of "control" of the Bank or the Company as defined in 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"), as determined by the Board of Directors of the Bank or the Company; or (4) an acquisition of the Bank's stock requiring submission of notice under the change in Bank Control Act; provided, however, that a Change in Control shall not be deemed to have occurred under (1), (3) or (4) of this section if the transaction(s) constituting a Change in Control is approved by a majority of the Board of Directors of the Bank or the Company, as the case may be. (5) In the event that the Company converts to the Stock Holding Company on a stand-alone basis, a "Change in Control" of the Bank or the Stock Holding Company (a) shall mean an event of a nature that: (i) that would be required to be reported in response to Item 1(a) 1 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 (ii) results in a Change in Control of the Bank or the Stock Holding Company within the meaning of the Home Owners’ Loan Act of 1933 and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency), as in effect on the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS)BHCA; or (iiib) without limitation such a Change in Control shall be deemed to have occurred at such time as (Ai) any “"person” " (as the term is used in Sections Section 13(d) and 14(d) of the Exchange Act) other than the Stock Holding Company is or becomes the “a "beneficial owner” " (as defined in Rule 13d-3 13- d under the Exchange Act), ) directly or indirectly, of securities of the Bank or the Company representing 2025% or more of the Bank’s or the Company’s 's outstanding securities ordinarily having the right to vote at the election of directors except for any securities of the Bank purchased received by the Stock Holding Company in connection with the conversion of the Bank to the stock form Reorganization and any securities purchased by any the Bank's employee benefit stock ownership plan and trust shall not be counted in determining whether such plan is the beneficial owner of more than 25% of the Bank's securities, (ii) a proxy statement soliciting proxies from stockholders of the Bank, or (B) individuals who constitute by someone other than 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 current management of the directors comprising the Incumbent BoardBank, 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 seeking stockholder approval of this clause (B), considered as though he were a member of the Incumbent Board, or (C) a plan of reorganization, mergermerger or consolidation of the Stock Holding Company of the Bank 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 or transaction are exchanged or converted into cash or property or securities not issued by the Bank or the Stock Holding Company, consolidationor (iii) a tender offer is made for 25% or more of the voting securities of the Bank and the shareholders owning beneficially or of record 25% or more of the outstanding securities of the 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, sale of all or substantially all the assets foregoing, a "Change in Control" of the Bank or the Company or similar transaction occurs in which the Bank or Company is not the resulting entity. (c) Executive shall not have the right to receive termination benefits pursuant to Section 3 hereof upon Termination for Cause. The term “Termination for Cause” shall mean termination because of the Executive’s personal dishonesty, incompetence, willful misconduct, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any material provision of this Agreement. In determining incompetence, the acts or omissions shall be measured against standards generally prevailing in the savings institutions industry. Notwithstanding the foregoing, Executive shall not be deemed to have been Terminated for Cause unless and until there shall have been delivered occurred if the Company ceases to him a copy own at least 51% of a resolution duly adopted by the affirmative vote all outstanding shares of not less than a majority of the Board of Directors stock of the Bank at in connection with a meeting conversion of the Board called and held for that purpose (after reasonable notice Company from mutual to the Executive and an opportunity for him, together with counsel, to be heard before the Board at such meeting and which such meeting shall be held not more than 30 days from the date of notice during which period Executive may be suspended with pay), finding that in the good faith opinion of the Board, the Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. The Executive shall not have the right to receive compensation or other benefits for any period after Termination for Cause. Any stock options or limited rights granted to Executive under any stock option plan of the Bank, the Company or any subsidiary or affiliate thereof, shall become null and void effective upon Executive’s receipt of Notice of Termination for Cause and shall not be exercisable by Executive at any time subsequent to such Termination for Causeform.

PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL. (a) Upon the occurrence of a Change in Control of the Bank or the Holding Company (as herein defined) followed at any time during the term of this Agreement by the voluntary or involuntary termination of Executive’s employment, other than for Cause, as defined in Section 2(c) hereof, the provisions of Section 3 shall apply. Upon the occurrence of a Change in Control, Executive shall have the right to elect to voluntarily terminate his employment at any time during the term of this Agreement following any demotion, loss of title, office or significant authority, reduction in his annual compensation or benefitscompensation, or relocation of his principal place of employment by more than 30 50 miles from its location immediately prior to the Change in Control. (b) For purposes Definition of this Plan, a Change in Control. A “Change in Control” of the Bank or the Holding Company shall mean an event a change in control of a nature that: (i) would be required to be reported in response to Item 1(a) 1 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 or (ii) results in a Change in Control of the Bank or the Holding Company within the meaning of the Home Owners’ Owners Loan Act of 1933 and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency), as in effect on the date hereof (provided, that in applying the definition including Section 574 of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS)such regulations; or (iii) without limitation limitation, such a Change in Control shall be deemed to have occurred at such time as (Aa) 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 or makes an offer to purchase securities of the Bank or the Holding Company representing 20% or more of the Bank’s or the Holding Company’s outstanding securities securities, except for any securities of the Bank purchased by the Holding Company in connection with the conversion of the Bank to the stock form and any securities purchased by any employee benefit plan of the Bank, ’s employee stock ownership plan and trust; or (Bb) individuals who constitute the Board of Directors of the Holding Company 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 Holding Company’s stockholders shareholders was approved by the same Holding Company’s Nominating Committee serving under an Incumbent BoardCommittee, shall be, for purposes of this clause (Bb), considered as though he were a member of the Incumbent Board, ; or (Cc) a plan of reorganization, merger, consolidation, consolidation or sale of all or substantially all the assets of the Bank or Holding Company occurs; or (d) a proxy statement shall be distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of the reorganization, merger or consolidation of the Holding Company or similar transaction occurs in Bank with one or more corporations as a result of which the outstanding shares of the class of securities then subject to the Plan are exchanged for or converted into cash or property or securities not issued by the Bank or Holding Company; or (e) a tender offer is made for 20% or more of the outstanding securities of the Bank or Holding Company. However, notwithstanding anything contained in this section to the contrary, a Change in Control shall not be deemed to have occurred as a result of an event described in (i), (ii) or (iii) (a), (c) or (e) above which resulted from an acquisition or proposed acquisition of stock of the Holding Company by a person, as defined in the OTS’ Acquisition of Control Regulations (12 C.F.R. (S) 574) (the “Control Regulations”), who was an executive officer of the Holding Company on January 19, 1990 and who has continued to serve as an executive officer of the Holding Company as of the date of the event described in (i), (ii) or (iii) (a), (c) or (e) above (an “incumbent officer”). In the event a group of individuals acting in concert satisfies the definition of “person” under the Control Regulations, the requirements of the preceding sentence shall be satisfied, and thus a change in control shall not be deemed to have occurred, if at least one individual in the group is not the resulting entityan incumbent officer. (c) Executive shall not have the right to receive termination benefits pursuant to Section 3 hereof upon Termination for Cause. The term “Termination for Cause” shall mean termination because of the Executive’s personal dishonesty, incompetence, willful misconduct, any breach of fiduciary duty involving personal profit, upon intentional failure to perform stated duties, personal dishonesty which results in loss to the Holding Company or one of its affiliates or willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease-and-cease and desist order, order which results in substantial loss to the Holding Company or one of its affiliates or any material breach of any material provision of this Agreement. In determining incompetenceFor purposes of this Section, no act, or the acts or omissions failure to act, on Executive’s part shall be measured against standards generally prevailing “willful” unless done, or omitted to be done, not in good faith and without reasonable belief that the action or omission was in the savings institutions industrybest interest of the Holding Company or its affiliates. Notwithstanding the foregoing, Executive shall not be deemed to have been Terminated terminated for Cause unless and until there shall have been delivered to him a copy of a resolution duly adopted by the affirmative vote of not less than a majority three-fourths of the members of the Board of Directors of the Bank at a meeting of the Board called and held for that purpose (after reasonable notice to the Executive and an opportunity for him, together with counsel, to be heard before the Board at such meeting and which such meeting shall be held not more than 30 days from the date of notice during which period Executive may be suspended with payBoard), finding that in the good faith opinion of the Board, the Executive was guilty of conduct justifying Termination termination for Cause and specifying the particulars thereof in detail. The Executive shall not have the right to receive compensation or other benefits for any period after Termination termination for Cause. Any stock options or limited rights granted to Executive under any stock option plan of the Bank, the Holding Company or any subsidiary or affiliate thereof, shall become null and void effective upon Executive’s receipt of Notice of Termination for Cause pursuant to Section 9 hereof, and shall not be exercisable by Executive at any time subsequent to such Termination for Cause.

PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL. (a) Upon the occurrence of a Change in Control (as herein defined) of the Bank or the Company (as herein defined) followed at any time during the term of this Agreement by the voluntary or involuntary termination terminati6n of Executive’s 's employment, other than for Cause, Cause as defined in Section 2(c) hereof, the provisions of Section 3 shall apply. Upon the occurrence of a Change in Control, Executive shall have the right to elect to voluntarily terminate his employment at any time during the term of this Agreement following any demotion, loss of title, office or significant authority, reduction in his or her annual compensation or benefitssalary, or relocation of his or her principal place of employment by more than 30 miles from its location immediately prior to the Change in Control, unless any of the foregoing have been consented to by Executive. (b) For purposes of this PlanAgreement, a “"Change in Control” of the Bank or Company shall mean an event 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 1934 (the “Exchange Act”); or (ii) results in a Change in Control " of the Bank or the Company within the meaning of the Home Owners’ Loan Act of 1933 and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency), as in effect on the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS); or (iii) without limitation such a Change in Control shall be deemed to have occurred at occur if and when (i) an offeror other than the Company purchases shares of the common stock of the Company or capital stock of the Bank pursuant to a tender or exchange offer for such time as shares, (Aii) any “person” person (as the such term is used in Sections 13(d) and 14(d14(d)(2) of the Securities Exchange ActAct of 1934) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Bank Company or the Company Bank representing 2025% or more of the Bank’s combined voting power of the Company's or the Company’s Bank's then outstanding securities except for any securities securities, (iii) the membership of the Bank purchased by board of directors of the Company in connection with the conversion of or the Bank to changes as the stock form and result of a contested election, such that individuals who were directors at the beginning of any securities purchased by any employee benefit plan twenty-four month period (whether commencing before or after the date of adoption of this Plan) do not constitute a majority of such board at the Bankend of such period, or (Biv) 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 shareholders of the directors comprising Company or 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 Bank approve a member of the Incumbent Board, or (C) a plan of reorganization, merger, consolidation, sale or disposition of all or substantially all the assets of the Bank Company's or the Company Bank's assets, or similar transaction occurs in which the Bank a plan of partial or Company is not the resulting entitycomplete liquidation. (c) Executive shall not have the right to receive termination benefits pursuant to Section 3 hereof upon Termination for Cause. The term “'Termination for Cause” " shall mean termination because of the Executive’s 's personal dishonesty, incompetence, willful misconduct, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any material provision of this Agreement. In determining incompetenceFor purposes of this Section, no act, or the acts or omissions failure to act, on Executive's part shall be measured against standards generally prevailing "willful" unless done, or omitted to be done, not in good faith and without reasonable belief that the action or omission was in the savings institutions industrybest interest of the Bank or its affiliates. Notwithstanding the foregoing, Executive shall not be deemed to have been Terminated for Cause unless and until there shall have been delivered to him a copy of a resolution duly adopted by the affirmative vote of not less than a majority three-fourths of the members of the Board of Directors of the Bank at a meeting of the Board called and held for that purpose (after reasonable notice to the Executive and an opportunity for him, together with counsel, to be heard before the Board at such meeting and which such meeting shall be held not more than 30 days from the date of notice during which period Executive may be suspended with pay), finding that in the good faith opinion of the Board, the Executive was guilty of engaged in the conduct justifying Termination for Cause and specifying the particulars thereof in detailreasons thereof. The Executive shall not have the right to receive compensation or other benefits for any period after Termination for Cause. Any stock options or limited rights granted to Executive under any stock option plan of the Bank, the Company or any subsidiary or affiliate thereof, shall become null and void effective upon Executive’s receipt of Notice of Termination for Cause and shall not be exercisable by Executive at any time subsequent to such Termination for Cause.

PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL. (a) Upon the occurrence of a Change in Control of the Bank or the Holding Company (as herein defined) followed at any time during the term of this Agreement by the voluntary or involuntary termination of Executive’s employment, other than for Cause, as defined in Section 2(c) hereof, the provisions of Section 3 shall apply. Upon the occurrence of a Change in Control, Executive shall have the right to elect to voluntarily terminate his employment at any time during the term of this Agreement following any demotion, loss of title, office or significant authority, reduction in his annual compensation or benefitscompensation, or relocation of his principal place of employment by more than 30 50 miles from its location immediately prior to the Change in Control. (b) For purposes Definition of this Plan, a Change in Control. A “Change in Control” of the Bank or the Holding Company shall mean an event a change in control of a nature that: : (i) would be required to be reported in response to Item 1(a) 1 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 or (ii) results in a Change in Control of the Bank or the Holding Company within the meaning of the Home Owners’ Owners Loan Act of 1933 and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency), as in effect on the date hereof (provided, that in applying the definition including Section 574 of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS)such regulations; or or (iii) without limitation limitation, such a Change in Control shall be deemed to have occurred at such time as (Aa) 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 or makes an offer to purchase securities of the Bank or the Holding Company representing 20% or more of the Bank’s or the Holding Company’s outstanding securities securities, except for any securities of the Bank purchased by the Holding Company in connection with the conversion of the Bank to the stock form and any securities purchased by any employee benefit plan of the Bank, ’s employee stock ownership plan and trust; or (Bb) individuals who constitute the Board of Directors of the Holding Company 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 Holding Company’s stockholders shareholders was approved by the same Holding Company’s Nominating Committee serving under an Incumbent BoardCommittee, shall be, for purposes of this clause (Bb), considered as though he were a member of the Incumbent Board, ; or (Cc) a plan of reorganization, merger, consolidation, consolidation or sale of all or substantially all the assets of the Bank or Holding Company occurs; or (d) a proxy statement shall be distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of the reorganization, merger or consolidation of the Holding Company or similar transaction occurs in Bank with one or more corporations as a result of which the outstanding shares of the class of securities then subject to the Plan are exchanged for or converted into cash or property or securities not issued by the Bank or Holding Company; or (e) a tender offer is made for 20% or more of the outstanding securities of the Bank or Holding Company. However, notwithstanding anything contained in this section to the contrary, a Change in Control shall not be deemed to have occurred as a result of an event described in (i), (ii) or (iii) (a), (c) or (e) above which resulted from an acquisition or proposed acquisition of stock of the Holding Company by a person, as defined in the OTS’ Acquisition of Control Regulations (12 C.F.R. Section 574) (the “Control Regulations”), who was an executive officer of the Holding Company on January 19, 1990 and who has continued to serve as an executive officer of the Holding Company as of the date of the event described in (i), (ii) or (iii) (a), (c) or (e) above (an “incumbent officer”). In the event a group of individuals acting in concert satisfies the definition of “person” under the Control Regulations, the requirements of the preceding sentence shall be satisfied, and thus a change in control shall not be deemed to have occurred, if at least one individual in the group is not the resulting entityan incumbent officer. (c) Executive shall not have the right to receive termination benefits pursuant to Section 3 hereof upon Termination for Cause. The term “Termination for Cause” shall mean termination because of the Executive’s personal dishonesty, incompetence, willful misconduct, any breach of fiduciary duty involving personal profit, upon intentional failure to perform stated duties, personal dishonesty which results in loss to the Holding Company or one of its affiliates or willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease-and-cease and desist order, order which results in substantial loss to the Holding Company or one of its affiliates or any material breach of any material provision of this Agreement. In determining incompetenceFor purposes of this Section, no act, or the acts or omissions failure to act, on Executive’s part shall be measured against standards generally prevailing “willful” unless done, or omitted to be done, not in good faith and without reasonable belief that the action or omission was in the savings institutions industrybest interest of the Holding Company or its affiliates. Notwithstanding the foregoing, Executive shall not be deemed to have been Terminated terminated for Cause unless and until there shall have been delivered to him a copy of a resolution duly adopted by the affirmative vote of not less than a majority three-fourths of the members of the Board of Directors of the Bank at a meeting of the Board called and held for that purpose (after reasonable notice to the Executive and an opportunity for him, together with counsel, to be heard before the Board at such meeting and which such meeting shall be held not more than 30 days from the date of notice during which period Executive may be suspended with payBoard), finding that in the good faith opinion of the Board, the Executive was guilty of conduct justifying Termination termination for Cause and specifying the particulars thereof in detail. The Executive shall not have the right to receive compensation or other benefits for any period after Termination termination for Cause. Any stock options or limited rights granted to Executive under any stock option plan of the Bank, the Holding Company or any subsidiary or affiliate thereof, shall become null and void effective upon Executive’s receipt of Notice of Termination for Cause Cause, and shall not be exercisable by Executive at any time subsequent to such Termination for Cause.

PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL. (a) Upon the occurrence of a Change in Control of the Bank or the Holding Company (as herein defined) followed at any time during the term of this Agreement by the voluntary or involuntary termination of Executive’s employment, other than for Cause, as defined in Section 2(c) hereof, the provisions of Section 3 shall apply. Upon the occurrence of a Change in Control, Executive shall have the right to elect to voluntarily terminate his employment at any time during the term of this Agreement following any demotion, loss of title, office or significant authority, reduction in his annual compensation or benefitscompensation, or relocation of his principal place of employment by more than 30 50 miles from its location immediately prior to the Change in Control. (b) For purposes Definition of this Plan, a Change in Control. A “Change in Control” of the Bank or the Holding Company shall mean an event a change in control of a nature that: (i) would be required to be reported in response to Item 1(a) 1 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 or (ii) results in a Change in Control of the Bank or the Holding Company within the meaning of the Home Owners’ Owners Loan Act of 1933 and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency), as in effect on the date hereof (provided, that in applying the definition including Section 574 of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS)such regulations; or (iii) without limitation limitation, such a Change in Control shall be deemed to have occurred at such time as (Aa) 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 or makes an offer to purchase securities of the Bank or the Holding Company representing 20% or more of the Bank’s or the Holding Company’s outstanding securities securities, except for any securities of the Bank purchased by the Holding Company in connection with the conversion of the Bank to the stock form and any securities purchased by any employee benefit plan of the Bank, ’s employee stock ownership plan and trust; or (Bb) individuals who constitute the Board of Directors of the Holding Company 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 Holding Company’s stockholders shareholders was approved by the same Holding Company’s Nominating Committee serving under an Incumbent BoardCommittee, shall be, for purposes of this clause (Bb), considered as though he were a member of the Incumbent Board, ; or (Cc) a plan of reorganization, merger, consolidation, consolidation or sale of all or substantially all the assets of the Bank or Holding Company occurs; or (d) a proxy statement shall be distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of the reorganization, merger or consolidation of the Holding Company or similar transaction occurs in Bank with one or more corporations as a result of which the outstanding shares of the class of securities then subject to the Plan are exchanged for or converted into cash or property or securities not issued by the Bank or Holding Company; or (e) a tender offer is made for 20% or more of the outstanding securities of the Bank or Holding Company. However, notwithstanding anything contained in this section to the contrary, a Change in Control shall not be deemed to have occurred as a result of an event described in (i), (ii) or (iii) (a), (c) or (e) above which resulted from an acquisition or proposed acquisition of stock of the Holding Company by a person, as defined in the OTS’ Acquisition of Control Regulations (12 C.F.R. (S) 574) (the “Control Regulations”), who was an executive officer of the Holding Company on January 19, 1990 and who has continued to serve as an executive officer of the Holding Company as of the date of the event described in (i), (ii) or (iii) (a), (c) or (e) above (an “incumbent officer”). In the event a group of individuals acting in concert satisfies the definition of “person” under the Control Regulations, the requirements of the preceding sentence shall be satisfied, and thus a change in control shall not be deemed to have occurred, if at least one individual in the group is not the resulting entityan incumbent officer. (c) Executive shall not have the right to receive termination benefits pursuant to Section 3 hereof upon Termination for Cause. The term “Termination for Cause” shall mean termination because of the Executive’s personal dishonesty, incompetence, willful misconduct, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any material provision of this Agreement. In determining incompetence, the acts or omissions shall be measured against standards generally prevailing in the savings institutions industry. Notwithstanding the foregoing, Executive shall not be deemed to have been Terminated for Cause unless and until there shall have been delivered to him a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the Board of Directors of the Bank at a meeting of the Board called and held for that purpose (after reasonable notice to the Executive and an opportunity for him, together with counsel, to be heard before the Board at such meeting and which such meeting shall be held not more than 30 days from the date of notice during which period Executive may be suspended with pay), finding that in the good faith opinion of the Board, the Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. The Executive shall not have the right to receive compensation or other benefits for any period after Termination for Cause. Any stock options or limited rights granted to Executive under any stock option plan of the Bank, the Company or any subsidiary or affiliate thereof, shall become null and void effective upon Executive’s receipt of Notice of Termination for Cause and shall not be exercisable by Executive at any time subsequent to such Termination for Cause.Termination

PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL. (a) Upon the occurrence of a Change in Control (as herein defined) of the Bank or the Company (as herein defined) followed at any time during the term of this Agreement by the voluntary or involuntary termination of Executive’s 's employment, other than for Cause, Cause as defined in Section 2(c) hereof, the provisions of Section 3 shall apply. Upon the occurrence of a Change in Control, Executive shall have the right to elect to voluntarily terminate his employment at any time during the term of this Agreement following any demotion, loss of title, office or significant authority, reduction in his or her annual compensation or benefitssalary, or relocation of his or her principal place of employment by more than 30 miles from its location immediately prior to the Change in Control, unless any of the foregoing have been consented to by Executive. (b) For purposes of this PlanAgreement, a “"Change in Control” of the Bank or Company shall mean an event 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 1934 (the “Exchange Act”); or (ii) results in a Change in Control " of the Bank or the Company within the meaning of the Home Owners’ Loan Act of 1933 and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency), as in effect on the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS); or (iii) without limitation such a Change in Control shall be deemed to have occurred at occur if and when (i) an offeror other than the Company purchases shares of the common stock of the Company or capital stock of the Bank pursuant to a tender or exchange offer for such time as shares, (Aii) any “person” person (as the such term is used in Sections 13(d) and 14(d14(d)(2) of the Securities Exchange ActAct of 1934) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Bank Company or the Company Bank representing 2025% or more of the Bank’s combined voting power of the Company's or the Company’s Bank's then outstanding securities except for any securities securities, (iii) the membership of the Bank purchased by board of directors of the Company in connection with the conversion of or the Bank to changes as the stock form and result of a contested election, such that individuals who were directors at the beginning of any securities purchased by any employee benefit plan twenty-four month period (whether commencing before or after the date of adoption of this Plan) do not constitute a majority of such board at the Bankend of such period, or (Biv) 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 shareholders of the directors comprising Company or 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 Bank approve a member of the Incumbent Board, or (C) a plan of reorganization, merger, consolidation, sale or disposition of all or substantially all the assets of the Bank Company's or the Company Bank's assets, or similar transaction occurs in which the Bank a plan of partial or Company is not the resulting entitycomplete liquidation. (c) Executive shall not have the right to receive termination benefits pursuant to Section 3 hereof upon Termination for Cause. The term “"Termination for Cause” " shall mean termination because of the Executive’s 's personal dishonesty, incompetence, willful misconduct, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any material provision of this Agreement. In determining incompetenceFor purposes of this Section, no act, or the acts or omissions failure to act, on Executive's part shall be measured against standards generally prevailing "willful" unless done, or omitted to be done, not in good faith and without reasonable belief that the action or omission was in the savings institutions industrybest interest of the Bank or its affiliates. Notwithstanding the foregoing, Executive shall not be deemed to have been Terminated for Cause unless and until there shall have been delivered to him a copy of a resolution duly adopted by the affirmative vote of not less than a majority three-fourths of the members of the Board of Directors of the Bank at a meeting of the Board called and held for that purpose (after reasonable notice to the Executive and an opportunity for him, together with counsel, to be heard before the Board Board. at such meeting and which such meeting shall be held not more than 30 days from the date of notice during which period Executive may be suspended with pay), finding that in the good faith opinion of the Board, the Executive was guilty of engaged in the conduct justifying Termination for Cause and specifying the particulars thereof in detailreasons thereof. The Executive shall not have the right to receive compensation or other benefits for any period after Termination for Cause. Any stock options or limited rights granted to Executive under any stock option plan of the Bank, the Company or any subsidiary or affiliate thereof, shall become null and void effective upon Executive’s receipt of Notice of Termination for Cause and shall not be exercisable by Executive at any time subsequent to such Termination for Cause.

PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL. (a) Upon the occurrence of a Change in Control of the Bank or the Company (as herein defined) followed at any time during the term of this Agreement by the voluntary or involuntary termination of Executive’s 's employment, other than for Cause, as defined in Section 2(c) hereof, the provisions of Section 3 shall apply. Upon the occurrence of a Change in Control, Executive shall have the right to elect to voluntarily terminate his employment at any time during the term of this Agreement following any demotion, loss of title, office or significant authority, reduction in his annual compensation or benefits, or relocation of his principal place of employment by more than 30 miles from its location immediately prior to the Change in Control. (b) For purposes of this Plan, a “"Change in Control” " of the Bank or Company shall mean an event 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 1934 ▇▇▇▇ (the “Exchange Act”▇▇▇ "▇▇▇▇▇▇▇▇ ▇▇▇"); or (ii) results in a Change in Control of the Bank or the Company within the meaning of the Home Owners’ ' Loan Act of 1933 and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency), as in effect on the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS); 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 Bank or the Company representing 20% or more of the Bank’s 's or the Company’s 's outstanding securities except for any securities of the Bank purchased by the Company in connection with the conversion of the Bank to the stock form and any securities purchased by any employee benefit plan of the Bank, 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 '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 Bank or the Company or similar transaction occurs in which the Bank or Company is not the resulting entity. (c) Executive shall not have the right to receive termination benefits pursuant to Section 3 hereof upon Termination for Cause. The term “"Termination for Cause” " shall mean termination because of the Executive’s 's personal dishonesty, incompetence, willful misconduct, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any material provision of this Agreement. In determining incompetence, the acts or omissions shall be measured against standards generally prevailing in the savings institutions industry. Notwithstanding the foregoing, Executive shall not be deemed to have been Terminated for Cause unless and until there shall have been delivered to him a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the Board of Directors of the Bank at a meeting of the Board called and held for that purpose (after reasonable notice to the Executive and an opportunity for him, together with counsel, to be heard before the Board at such meeting and which such meeting shall be held not more than 30 days from the date of notice during which period Executive may be suspended with pay), finding that in the good faith opinion of the Board, the Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. The Executive shall not have the right to receive compensation or other benefits for any period after Termination for Cause. Any stock options or limited rights granted to Executive under any stock option plan of the Bank, the Company or any subsidiary or affiliate thereof, shall become null and void effective upon Executive’s 's receipt of Notice of Termination for Cause and shall not be exercisable by Executive at any time subsequent to such Termination for Cause.

PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL. (a) Upon The termination benefits of Section 4 shall be payable upon the occurrence of a Change in Control of the Bank or the Company (as herein defined) of the Bank followed at any time during the term of this Agreement by the voluntary or involuntary termination of Executive’s employment, other than for Cause, as defined in Section 2(cwithin four (4) hereof, the provisions of Section 3 shall apply. Upon the occurrence months of a Change in Control, Executive shall have the right to elect to voluntarily terminate his employment at any time and during the term of this Agreement following any demotionAgreement, loss by either (i) the involuntary termination by the Bank, or a successor or assignee of titlethe Bank, office of Executive’s full-time employment, other than for Cause as defined in Section 3(c) hereof, or significant authority(ii) unless consented to by the Executive, acts or events constituting a “voluntary termination” of Executive’s employment resulting from one or more of: (a) a material change in Executive’s function, duties, or responsibilities, which change would cause Executive’s position to become one of lesser responsibility and importance, (b) reduction in his his/her annual compensation or benefitscompensation, or (c) unless consented to by Executive, a relocation of his her principal place of employment by more than 30 50 miles from its location immediately prior to the Change in Control. A termination described in (i) or (ii) above shall be referred to as a “Change in Control Termination Event.” (b) For purposes of this PlanAgreement, a “Change in Control” of the Bank or Company shall mean an event of a nature that: (i) would be required to be reported in response to Item 1(a) of merger or consolidation where the current report on Form 8-KBank is not the consolidated or surviving bank, 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 (ii) results in a Change in Control of the Bank or the Company within the meaning of the Home Owners’ Loan Act of 1933 and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency), as in effect on the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS); 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 Bank or the Company representing 20% or more of the Bank’s or the Company’s outstanding securities except for any securities of the Bank purchased by the Company in connection with the conversion of the Bank to the stock form and any securities purchased by any employee benefit plan of the Bank, 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 transfer of all or substantially all of the assets of the Bank Bank, (iii) voluntary or the Company or similar transaction occurs in which involuntary dissolution of the Bank or Company (iv) change in control as defined under the Change in Bank Control Act of 1978. The surviving or resulting association, the transferee of Bank’s assets or the control person shall be bound by and have the benefit of the provisions of this Agreement, and the Bank shall take all actions necessary to insure that such association, transferee or control person is bound by the provisions of this Agreement. A Change in Control shall not occur where an internal reorganization such as a holding company formation occurs where the resulting entityBank’s shareholders become shareholders of the new entity or a termination described in Section 8 hereof “Required Regulatory Provisions”. (c) Executive shall not have the right to receive termination benefits or other compensation or benefits pursuant to Section 3 4 hereof upon Termination for Cause. The term “Termination for Cause” shall mean termination because of the Executive’s personal dishonesty, incompetence, willful misconduct, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any material provision of this Agreement. In determining incompetence, the acts or omissions shall be measured against standards generally prevailing in the savings institutions banking industry. Notwithstanding the foregoingFollowing his/her Termination for Cause, Executive shall not be deemed have a right to have been Terminated a hearing for Cause unless reinstatement and until there shall have been delivered to him a copy the provision of a resolution duly adopted by the affirmative vote of not less than a majority of the Board of Directors of the Bank back pay and benefits at a meeting of the Board of Directors called and held for that purpose (after reasonable notice to the Executive and an opportunity for himhis/her, together with counsel, to be heard before the Board at such meeting and which such meeting shall be held not more than 30 days from the date of notice during which period Executive may be suspended with payof termination), finding that . If in the good faith opinion of the Board, the Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. The Executive Cause, neither reinstatement nor payment of back pay or benefits shall not have the right to receive compensation or other benefits for any period after Termination for Cause. Any stock options or limited rights granted to Executive under any stock option plan of the Bank, the Company or any subsidiary or affiliate thereof, shall become null and void effective upon Executive’s receipt of Notice of Termination for Cause and shall not be exercisable by Executive at any time subsequent to such Termination for Causeprovided.