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 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 Association 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 ▇▇▇▇ (▇▇▇ "▇▇▇▇▇▇▇▇ ▇▇▇"); 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 the Company, 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, or (D) a proxy statement shall be distributed 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 Bank with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Bank or the Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities of the Bank or Company then outstanding. (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 a material loss to the Company or one of its affiliates caused by the Executive's intentional failure to perform stated duties, personal dishonesty, incompetence, willful violation of any law, rule, regulation (other than traffic violations or similar offenses) or final cease and desist order, or any material breach of this Agreement. For purposes of this Section, no act, or the failure to act, on Executive's part shall be "willful" unless done, or omitted to be done, not in good faith and without reasonable belief that the action or omission was in the best interest of the Company 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 three-fourths of the members of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to Executive and an opportunity for him, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, 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.

PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL. (a) Upon the occurrence of a Change in Control of the Company (as herein defined) of the Bank or the Company followed at any time during the term of this Agreement by (i) the voluntary or involuntary termination of Executive's employment, other than for Cause, as defined in Section 2(c) hereof, or (ii) the provisions voluntary termination of Section 3 shall apply. Upon the occurrence of a Change in Control, Executive shall have the right to elect to voluntarily terminate his Executive's 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, then the provisions of Section 3 shall apply. (b) For purposes of this Plan, a A "Change in Control" of the Association Bank or the 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) of the current report on Form 8-8- 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 Bank or the Company within the meaning of the Home Owners' Loan Bank Holding Company Act of 1933 1956, as amended, and the Rules applicable rules and Regulations regulations promulgated by the Office of Thrift Supervision (or its predecessor agency)thereunder, as in effect on at the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations time of the OTSChange in Control (collectively, the Board shall substitute its judgment for that of the OTS"BHCA"); or or (iii) without 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 of the Bank or the Company representing 2025% or more of the Bank's or the combined voting power of 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 Bank's employee stock form and any securities purchased by any employee benefit ownership plan of the Bank or the Company, trust; or (Bb) 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 (Bb), considered as though he were a member of the Incumbent Board, ; or (Cc) 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, surviving institution occurs; or (Dd) a proxy statement shall be distributed 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 Bank similar transaction with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such the plan or transaction are to be exchanged for or converted into cash or property or securities not issued by the Bank or the Company shall be distributed, Company; or (Ee) a tender offer is made for 2025% or more of the voting securities of the Bank Company and the shareholders owning beneficially or of record 25% or more of the outstanding securities of the Company then outstandinghave tendered or offered to sell their shares pursuant to such tender offer and such tendered shares have been accepted by the tender offeror. (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 a material loss to the Company or one of its affiliates caused by the Executive's intentional failure to perform stated duties, personal dishonesty, incompetence, willful misconduct, any breach of fiduciary duty involving personal profit, willful violation of any law, rule, regulation (other than traffic violations or similar offenses) or final cease and desist order, or any material breach of any material provision of this Agreement. For purposes of this SectionIn determining incompetence, no act, the acts or the failure to act, on Executive's part omissions shall be "willful" unless done, or omitted to be done, not in good faith and without reasonable belief that the action or omission was measured against standards generally prevailing in the best interest of the Company or its affiliatessavings institution 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 three-fourths of the members of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to Executive and an opportunity for him, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, 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.

PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL. This Agreement provides for certain payments and benefits to Executive only in the event of Change in Control followed by a termination of Executive's services as described in this Agreement. (a) Upon the occurrence of a Change in Control of the Company or the Bank (as herein defined) followed at any time during the term of this Agreement by the Executive's voluntary termination of employment in accordance with this Section 2(a) or involuntary termination of the Executive's employment, other than for Cause, Just Cause (as defined in Section 2(c) hereof), the provisions of Section 3 shall apply. Upon the occurrence of a Change in Control, the Executive shall have the right to elect to voluntarily terminate his employment at any time during the term of this Agreement following any a demotion, loss of title, office or significant authorityauthority (in each case, other than as a result of the fact that either the Bank or the Company is merged into another entity in connection with the Change in Control and will not operate as a stand-alone, independent entity), a 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 Association Company or Company the Bank 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) 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 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇ithin the meaning of the Home Owners' Loan Act of 1933 Bank Holding Company Act, as amended, and applicable rules and regulations promulgated thereunder (collectively, the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency), "BHCA") as in effect on at the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations time of the OTS, the Board shall substitute its judgment for that of the OTS)Change in Control; or (iii) without 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 of the Bank or the Company representing 2025% or more of the Bank's or the combined voting power of Company's outstanding securities securities, except for any securities of the Bank purchased by the Company in connection with the conversion of the Bank to the Bank's employee stock form and any securities purchased by any employee benefit ownership plan of the Bank or the Company, trust; or (Bb) 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 (Bb), considered as though he were a member of the Incumbent Board, ; or (Cc) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Company or the Bank or similar transaction in which the Company or similar transaction occurs in which the Bank or Company is not the resulting entity, surviving institution occurs; or (Dd) a proxy statement shall be distributed 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 Bank similar transaction with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such the plan or transaction are exchanged for or converted into cash or property or securities not issued by the Bank or the Company shall be distributed, Company; or (Ee) a tender offer is made for 2025% or more of the voting securities of the Bank Company and the shareholders owning beneficially or of record 25% or more of the outstanding securities of the Company then outstandinghave 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 to the contrary, a Change in Control shall not be deemed to have occurred upon the conversion of the Company's mutual holding company parent to stock form, or in connection with any reorganization used to effect such a conversion. (c) Even if a Change in Control shall occur, the Executive shall not have the right to receive termination benefits pursuant to Section 3 hereof upon Termination termination for Just Cause. The term phrase "Termination for Just Cause" as used herein, shall mean termination because exist when there has been a good faith determination by the Board that there shall have occurred one or more of the following events with respect to the Executive: (i) the conviction of the Executive of a material loss felony or of any lesser criminal offense involving moral turpitude; (ii) the willful commission by the Executive of a criminal or other act that, in the judgment of the Board will likely cause substantial economic damage to the Company or one of its affiliates caused by the Executive's intentional failure Bank or substantial injury to perform stated duties, personal dishonesty, incompetence, willful violation of any law, rule, regulation (other than traffic violations or similar offenses) or final cease and desist order, or any material breach of this Agreement. For purposes of this Section, no act, or the failure to act, on Executive's part shall be "willful" unless done, or omitted to be done, not in good faith and without reasonable belief that the action or omission was in the best interest business reputation of the Company or its affiliatesBank; (iii) the commission by the Executive of an act of fraud in the performance of his duties on behalf of the Company or Bank; (iv) the continuing willful failure of the Executive to perform his duties to the Company or Bank (other than any such failure resulting from the Executive's incapacity due to physical or mental illness) after written notice thereof (specifying the particulars thereof in reasonable detail) and a reasonable opportunity to be heard and cure such failure are given to the Executive by the Board; or (v) an order of a federal or state regulatory agency or a court of competent jurisdiction requiring the termination of the Executive's employment by the Company. Notwithstanding the foregoing, Executive Just Cause shall not be deemed to have been terminated for Cause exist unless and until there shall have been delivered to him the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths a majority of the members entire membership of the Board at a meeting of the Board called and held for that the purpose (after reasonable notice to the Executive and an opportunity for him, together with counsel, the Executive to be heard before the Board), finding that in the good faith opinion of the Board, Board the Executive was guilty of conduct justifying Termination for Cause described above and specifying the particulars thereof thereof. Prior to holding a meeting at which the Board is to make a final determination whether Just Cause exists, if the Board determines in detail. The good faith at a meeting of the Board, by not less than a majority of its entire membership, that there is probable cause for it to find that the Executive was guilty of conduct constituting Just Cause as described above, the Board may suspend the Executive from his duties hereunder for a reasonable period of time not to exceed fourteen (14) days pending a further meeting at which the Executive shall be given the opportunity to be heard before the Board. For purposes of this subparagraph, no act or failure to act, on the Executive's part shall be considered "willful" unless done, or omitted to be done, by him not have in good faith without reasonable believe that his action or omission was in the right best interest of the Company and the Bank. Upon a finding of Just Cause, the Board shall deliver to receive compensation or other benefits for any period after Termination for Causethe Executive a Notice of Termination, as more fully described in Section 4 below.

PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL. (a) Upon the occurrence of a Change in Control of the Association 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(c2 (c) hereof, the provisions of Section 3 shall apply. Upon the occurrence of a Change in 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 miles from its location immediately prior to the Change in Control. (b) For purposes of this Plan, a "Change in Control" of the Association 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(d15 (d) of the Securities Exchange Act of ▇▇▇▇ 1934 (▇▇▇ "▇▇▇▇▇▇▇▇ ▇▇▇"); or ▇▇ (ii) results in a Change in Control of the Bank Association 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 the Company, 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, or (D) a proxy statement shall be distributed 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 Bank with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Bank or the Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities of the Bank or Company then outstanding. (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 a material loss to the Company or one of its affiliates caused by the Executive's personal dishonesty, incompetence, willful misconduct, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, personal dishonesty, incompetence, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease and cease-and-desist order, or material breach of any material breach provision of this Agreement. For purposes of this SectionIn determining incompetence, no act, the act or the failure to act, on Executive's part omissions shall be "willful" unless done, or omitted to be done, not in good faith and without reasonable belief that the action or omission was measured against standards generally prevailing in the best interest of the Company or its affiliatessavings institutions industry. 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 three-fourths of the members a majority of the Board of Directors of the Association at a meeting of the Board of Directors of the Association 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 BoardBoard 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 Association, 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. This Agreement provides for certain payments and benefits to Executive only in the event of Change in Control followed by a termination of Executive’s services with the Bank as set forth in this Agreement. (a) Upon the occurrence of a Change in Control of the Company or the Bank (as herein defined) followed at any time during the term of this Agreement Agreement, followed by the Executive’s voluntary termination of employment in accordance with this Section 2(a), or involuntary termination of the 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, the Executive shall have the right to elect to voluntarily terminate his employment with the Bank and the Company at any time during the term of this Agreement following any a demotion, loss of title, office or significant authorityauthority (in each case, other than as a result of the fact that either the Bank or the Company is merged into another entity in connection with the Change in Control and will not operate as a stand-alone, independent entity), a reduction in his annual compensation or benefits, 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 of this Plan, a "A “Change in Control" ” of the Association Company or Company the Bank shall mean an event mean (i) a change in control of a nature that: (i) that would be required to be reported in response to Item 1(a5.01(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 or (ii) results a change in a Change in Control control of the Bank or the Company within the meaning of the Home Owners' Owners Loan Act of 1933 Act, as amended (“HOLA”), and the Rules applicable rules and Regulations regulations promulgated by the Office of Thrift Supervision (or its predecessor agency)thereunder, as in effect on at the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations time of the OTS, the Board shall substitute its judgment for that of the OTS)Change in Control; or or (iii) without limitation such any of the following events, upon which a Change in Control shall be deemed to have occurred at such time as occurred: (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 2025% or more of the Bank's or the combined voting power of 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 Bank’s employee stock form and any securities purchased by any employee benefit ownership plan of the Bank or the Company, 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 ’s stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes of this clause subsection (B), considered as though he were a member of the Incumbent Board, or ; or (C) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Bank or the Company Company, or a plan of reorganization, merger, consolidation, or similar transaction occurs in which the Bank or security holders of the Company is immediately prior to the consummation of the transaction do not own at least 50.1% of the resulting entity, or securities of the surviving entity to be outstanding upon consummation of the transaction; or (D) a proxy statement shall be distributed is issued soliciting proxies from stockholders of the Company, 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 Bank similar transaction with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such the plan or transaction are to be exchanged for or converted into cash or property or securities not issued by the Bank or the Company shall be distributed, or Company; or (E) a tender offer is made for 2025% or more of the voting securities of the Bank Company and the shareholders owning beneficially or of record 25% or more of the outstanding securities of the Company then outstandinghave tendered or offered to sell their shares pursuant to such tender offer and such tendered shares have been accepted by the tender offeror. (c) Even if a Change in Control shall occur, the Executive shall not have the right to receive termination benefits pursuant to Section 3 hereof upon Termination termination of employment for Cause. The term "Termination for “Cause" ” as used herein, shall mean include termination because of a the Executive’s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, material loss breach of the Company’s or the Bank’s Code of Ethics, material violation of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ requirements for officers of public companies that in the reasonable opinion of the Chief Executive Officer will likely cause substantial financial harm or substantial injury to the Company reputation of the Bank or one the Company, willfully engaging in actions that in the reasonable opinion of its affiliates caused by the Executive's Chief Executive Officer will likely cause substantial financial harm or substantial injury to the business reputation of the Bank or the Company, intentional failure to perform stated duties, personal dishonesty, incompetence, willful violation of any law, rule, rule or regulation (other than routine traffic violations or similar offenses) or final cease and cease-and-desist order, or any material breach of this Agreement. For purposes of this Section, no act, or the failure to act, on Executive's part shall be "willful" unless done, or omitted to be done, not in good faith and without reasonable belief that the action or omission was in the best interest any provision of the Company 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 three-fourths of the members of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to Executive and an opportunity for him, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, 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 Causecontract.

PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL. (a) Upon the occurrence of a Change in Control of the Association 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 Association 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 ▇▇▇▇ (▇▇▇ "▇▇▇▇▇▇▇▇ ▇▇▇"); or (ii) results in a Change in Control of the Bank Association 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 Association or the Company representing 20% or more of the BankAssociation's or the Company's outstanding securities except for any securities of the Bank Association purchased by the Company in connection with the conversion of the Bank Association to the stock form and any securities purchased by any employee benefit plan of the Bank or the CompanyAssociation, 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 Association or the Company or similar transaction occurs in which the Bank Association or Company is not the resulting entity, or (D) a proxy statement shall be distributed 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 Bank with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Bank or the Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities of the Bank or Company then outstanding. (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 a material loss to the Company or one of its affiliates caused by the Executive's personal dishonesty, incompetence, willful misconduct, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, personal dishonesty, incompetence, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease and cease-and-desist order, or material breach of any material breach provision of this Agreement. For purposes of this SectionIn determining incompetence, no act, the acts or the failure to act, on Executive's part omissions shall be "willful" unless done, or omitted to be done, not in good faith and without reasonable belief that the action or omission was measured against standards generally prevailing in the best interest of the Company or its affiliatessavings institutions industry. 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 three-fourths of the members a majority of the Board of Directors of the Association 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 BoardBoard 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 Association, 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 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 Association 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 ▇▇▇▇ (▇▇▇ "▇▇▇▇▇▇▇▇ ▇▇▇"); or (ii) results in a Change in Control of the Bank Association 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 Association or the Company representing 20% or more of the BankAssociation's or the Company's outstanding securities except for any securities of the Bank Association purchased by the Company in connection with the conversion of the Bank Association to the stock form and any securities purchased by any employee benefit plan of the Bank Association or the Company, 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 Association or the Company or similar transaction occurs in which the Bank Association or Company is not the resulting entity, or (D) a proxy statement shall be distributed 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 Bank Association with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Bank Association or the Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities of the Bank Association or Company then outstanding. (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 a material loss to the Company or one of its affiliates caused by the Executive's intentional failure to perform stated duties, personal dishonesty, incompetence, willful violation of any law, rule, regulation (other than traffic violations or similar offenses) or final cease and desist order, or any material breach of this Agreement. For purposes of this Section, no act, or the failure to act, on Executive's part shall be "willful" unless done, or omitted to be done, not in good faith and without reasonable belief that the action or omission was in the best interest of the Company 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 three-fourths of the members of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to Executive and an opportunity for him, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, 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.

PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL. This Agreement provides for certain payments and benefits to Executive only in the event of Change in Control followed by a termination of Executive's services as described in this Agreement. (a) Upon the occurrence of a Change in Control of the Company or the Bank (as herein defined) followed at any time during the term of this Agreement by the Executive's voluntary termination of employment in accordance with this Section 2(a) or involuntary termination of the Executive's employment, other than for Cause, Just Cause (as defined in Section 2(c) hereof), the provisions of Section 3 shall apply. Upon the occurrence of a Change in Control, the Executive shall have the right to elect to voluntarily terminate his employment at any time during the term of this Agreement following any a demotion, loss of title, office or significant authorityauthority (in each case, other than as a result of the fact that either the Bank or the Company is merged into another entity in connection with the Change in Control and will not operate as a stand-alone, independent entity), a 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 Association Company or Company the Bank 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) 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 ▇▇▇▇ (▇▇▇ "▇▇▇▇▇▇▇▇ ▇▇▇"); or (ii) results in a Change in Control of the Bank Company or the Company Bank within the meaning of the Home Owners' Loan Act of 1933 Bank Holding Company Act, as amended, and applicable rules and regulations promulgated thereunder (collectively, the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency), "BHCA") as in effect on at the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations time of the OTS, the Board shall substitute its judgment for that of the OTS)Change in Control; or (iii) without 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 of the Bank or the Company representing 2025% or more of the Bank's or the combined voting power of Company's outstanding securities securities, except for any securities of the Bank purchased by the Company in connection with the conversion of the Bank to the Bank's employee stock form and any securities purchased by any employee benefit ownership plan of the Bank or the Company, trust; or (Bb) individuals who constitute the Board on the date hereof (the "Incumbent Board") cease for any reason to constitute at least a majority thereof, provided 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 (Bb), considered as though he were a member of the Incumbent Board, ; or (Cc) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Company or the Bank or similar transaction in which the Company or similar transaction occurs in which the Bank or Company is not the resulting entity, surviving institution occurs; or (Dd) a proxy statement shall be distributed 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 Bank similar transaction with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such the plan or transaction are exchanged for or converted into cash or property or securities not issued by the Bank or the Company shall be distributed, Company; or (Ee) a tender offer is made for 2025% or more of the voting securities of the Bank Company and the shareholders owning beneficially or of record 25% or more of the outstanding securities of the Company then outstandinghave 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 to the contrary, a Change in Control shall not be deemed to have occurred upon the conversion of the Company's mutual holding company parent to stock form, or in connection with any reorganization used to effect such a conversion. (c) Even if a Change in Control shall occur, the Executive shall not have the right to receive termination benefits pursuant to Section 3 hereof upon Termination termination for Just Cause. The term phrase "Termination for Just Cause" as used herein, shall mean termination because exist when there has been a good faith determination by the Board that there shall have occurred one or more of the following events with respect to the Executive: (i) the conviction of the Executive of a material loss felony or of any lesser criminal offense involving moral turpitude; (ii) the willful commission by the Executive of a criminal or other act that, in the judgment of the Board will likely cause substantial economic damage to the Company or one of its affiliates caused by the Executive's intentional failure Bank or substantial injury to perform stated duties, personal dishonesty, incompetence, willful violation of any law, rule, regulation (other than traffic violations or similar offenses) or final cease and desist order, or any material breach of this Agreement. For purposes of this Section, no act, or the failure to act, on Executive's part shall be "willful" unless done, or omitted to be done, not in good faith and without reasonable belief that the action or omission was in the best interest business reputation of the Company or its affiliatesBank; (iii) the commission by the Executive of an act of fraud in the performance of his duties on behalf of the Company or Bank; (iv) the continuing willful failure of the Executive to perform his duties to the Company or Bank (other than any such failure resulting from the Executive's incapacity due to physical or mental illness) after written notice thereof (specifying the particulars thereof in reasonable detail) and a reasonable opportunity to be heard and cure such failure are given to the Executive by the Board; or (v) an order of a federal or state regulatory agency or a court of competent jurisdiction requiring the termination of the Executive's employment by the Company. Notwithstanding the foregoing, Executive Just Cause shall not be deemed to have been terminated for Cause exist unless and until there shall have been delivered to him the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths a majority of the members entire membership of the Board at a meeting of the Board called and held for that the purpose (after reasonable notice to the Executive and an opportunity for him, together with counsel, the Executive to be heard before the Board), finding that in the good faith opinion of the Board, Board the Executive was guilty of conduct justifying Termination for Cause described above and specifying the particulars thereof thereof. Prior to holding a meeting at which the Board is to make a final determination whether Just Cause exists, if the Board determines in detail. The good faith at a meeting of the Board, by not less than a majority of its entire membership, that there is probable cause for it to find that the Executive was guilty of conduct constituting Just Cause as described above, the Board may suspend the Executive from his duties hereunder for a reasonable period of time not to exceed fourteen (14) days pending a further meeting at which the Executive shall be given the opportunity to be heard before the Board. For purposes of this subparagraph, no act or failure to act, on the Executive's part shall be considered "willful" unless done, or omitted to be done, by him not have in good faith without reasonable believe that his action or omission was in the right best interest of the Company and the Bank. Upon a finding of Just Cause, the Board shall deliver to receive compensation or other benefits for any period after Termination for Causethe Executive a Notice of Termination, as more fully described in Section 4 below.

PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL. (a) Upon the occurrence of a “Change in Control of the Company Control” (as herein defined) of the Company followed at any time during the term of this Agreement by (i) the voluntary or involuntary termination of Executive's ’s employment, other than for “Cause, ,” as defined in Section 2(c) hereof, or (ii) the provisions voluntary termination of Section 3 shall apply. Upon the occurrence of a Change in Control, Executive shall have the right to elect to voluntarily terminate his Executive’s 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 Executive’s principal place of employment by more than 30 miles from its location immediately prior to the Change in Control, then the provisions of Section 3 shall apply. Upon the occurrence of any events mentioned in clause (ii) of this Section 2(a), Executive shall have the right to elect to terminate his employment under this Agreement by resignation within thirty (30) days prior written notice given with a reasonable time not to exceed ninety (90) days after the initial event giving rise to the right to elect to voluntary terminate employment. Eastern shall have at least thirty (30) days to remedy any condition set forth in clause (ii) of this Section 2(a), provided, however, that Eastern shall be entitled to waive such period and make an immediate payment hereunder. (b) For purposes of this Plan, a "A “Change in Control" ” of the Association or 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) 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 (ii) results in a Change in Control of the Bank or the Company within the meaning of the Home Owners' ’ Loan Act of 1933 Act, as amended, and applicable rules and regulations promulgated thereunder (collectively the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency“HOLA”), as in effect on at the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations time of the OTS, the Board shall substitute its judgment for that of the OTS)Change in Control; or (iii) without 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 of the Bank or the Company representing 2025% or more of the Bank's or the combined voting power of 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 for, if applicable, any securities purchased by any employee benefit tax-qualified plan of the Bank Company or the Company, any of its subsidiaries; or (Bb) 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 (Bb), considered as though he were a member of the Incumbent Board, ; or (Cc) 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, surviving institution occurs; or (Dd) a proxy statement shall be distributed 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 Bank similar transaction with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such the plan or transaction are to be exchanged for or converted into cash or property or securities not issued by the Bank or the Company shall be distributed, Company; or (Ee) a tender offer is made for 2025% or more of the voting securities of the Bank Company and the shareholders owning beneficially or of record 25% or more of the outstanding securities of the Company then outstandinghave tendered or offered to sell their shares pursuant to such tender offer and such tendered shares have been accepted by the tender offeror. (c) Executive shall not have the right to receive termination benefits pursuant to Section 3 hereof upon Termination for Cause. The term "Termination termination for “Cause" ” shall mean termination because of a material loss to the Company or one of its affiliates caused by the Executive's ’s intentional failure to perform stated duties, personal dishonesty, incompetence, willful misconduct, any breach of fiduciary duty involving personal profit, willful violation of any law, rule, regulation (other than traffic violations or similar offenses) or final cease and desist order, or any material breach of any material provision of this Agreement. For purposes of this SectionA voluntary resignation pursuant to Section 2(a)(ii) shall not constitute, no actnor be grounds for termination for Cause. In determining incompetence, the acts or the failure to act, on Executive's part omissions shall be "willful" unless done, or omitted to be done, not in good faith and without reasonable belief that the action or omission was measured against standards generally prevailing in the best interest of the Company 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 three-fourths of the members of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to Executive and an opportunity for him, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, 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 Causesavings institution industry.

PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL. (a) Upon the occurrence of a Change in Control of the Company 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(c2 (c) hereof, the provisions of Section 3 shall apply. Upon the occurrence of a Change in 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 Association or Holding 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(d15 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 (▇▇▇ "▇▇▇▇▇▇▇▇ ▇▇▇"); or ▇▇ (ii) results in a Change in Control of the Bank Association or the 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); 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 the Company, 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, or (D) a proxy statement shall be distributed 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 Bank with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Bank or the Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities of the Bank or Company then outstanding. (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 a material loss to the Holding Company or one of its affiliates caused by the Executive's intentional failure to perform stated duties, personal dishonesty, incompetence, willful violation of any law, rule, regulation (other than traffic violations or similar offenses) or final cease and desist order, or any material breach of this Agreement. For purposes of this Section, no act, or the failure to act, on Executive's part shall be "willful" unless done, or omitted to be done, not in good faith and without reasonable belief that the action or omission was in the best interest of the Holding Company 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 three-fourths of the members of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to Executive and an opportunity for him, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, 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 termination for Cause.

PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL. (a) Upon the occurrence of a Change in Control of 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(c2(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 ControlAgreement. (b) For purposes of this PlanAgreement, a "Change in Control" of the Association Bank or Holding Company shall mean an event of a nature that: (i( I ) would be required to be reported in response to Item 1(a) of the current report Current Report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d15 ( d ) of the Securities Exchange Act of ▇▇▇▇ 1934 (▇▇▇ "▇▇▇▇▇▇▇▇ ▇▇▇"); or (ii▇▇ ( ii ) results in a Change in Control of the Bank or the Holding Company within the meaning of the Home Owners' Owner's Loan Act of 1933 and the Rules and Regulations promulgated by the Office of Thrift Supervision ("OTS") (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( 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 13d3 under the Exchange Act), directly or indirectly, of securities of the Bank or the Holding Company representing 20% or more of the Bank's or the Holding Company's outstanding 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 or the CompanyBank, 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-three quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Holding 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 (Cc) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Bank or the Holding Company or similar transaction occurs in which the Bank or Holding Company is not the resulting entity, or (D) a proxy statement shall be is distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Bank with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Bank or the Holding Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities of the Bank or Holding Company then BANCORP CHANGE IN CONTROL -CARL ▇. ▇▇▇▇▇▇, ▇▇I outstanding. (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 a material loss to the Company or one of its affiliates caused by the Executive's personal dishonesty, incompetence, willful misconduct, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, personal dishonesty, incompetence, willful violation of any law, rule, regulation (other than traffic violations or similar offenses) or final cease and desist order, or any material breach of this Agreement. For purposes of this SectionIn determining incompetence, no act, the acts or the failure to act, on Executive's part omissions shall be "willful" unless done, or omitted to be done, not in good faith and without reasonable belief that the action or omission was measured against generally prevailing standards of professional competence for officers having comparable positions in the best interest of the Company or its affiliatessavings institutions industry. 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 three-fourths of the members of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to Executive and an opportunity for him, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, 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 and related limited rights granted to Executive under any stock option plan, or any unvested awards granted to Executive under any restricted stock benefit plan of the Holding Company or its subsidiaries, shall become null and void effective upon Executive's receipt of Notice of Termination for Cause pursuant to Section 8 hereof, and shall not be exercisable by or delivered to 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 Company Control” (as herein defined) of the Bank or Brookline Bancorp, Inc. (the “Company”) followed at any time during the term of this Agreement by (i) the voluntary or involuntary termination of Executive's ’s employment, other than for “Cause, ,” as defined in Section 2(c) hereof, or (ii) the provisions voluntary termination of Section 3 shall apply. Upon the occurrence of a Change in Control, Executive shall have the right to elect to voluntarily terminate his Executive’s 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 Executive’s principal place of employment by more than 30 miles from its location immediately prior to the Change in Control, then the provisions of Section 3 shall apply. Upon the occurrence of any events mentioned in clause (ii) of this Section 2(a), Executive shall have the right to elect to terminate her employment under this Agreement by resignation within thirty (30) days prior written notice given with a reasonable time not to exceed ninety (90) days after the initial event giving rise to the right to elect to voluntary terminate employment. The Bank shall have at least thirty (30) days to remedy any condition set forth in clause (ii) of this Section 2(a), provided, however, that the Bank shall be entitled to waive such period and make an immediate payment hereunder. (b) For purposes of this Plan, a "A “Change in Control" ” of the Association Bank or the 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) 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 (ii) results in a Change in Control of the Bank or the Company within the meaning of the Home Owners' ’ Loan Act of 1933 Act, as amended, and applicable rules and regulations promulgated thereunder (collectively the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency“HOLA”), as in effect on at the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations time of the OTS, the Board shall substitute its judgment for that of the OTS)Change in Control; or (iii) without 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 of the Bank or the Company representing 2025% or more of the Bank's or the combined voting power of 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 Bank’s employee stock form and any securities purchased by any employee benefit ownership plan of the Bank or the Company, trust; or (Bb) 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 (Bb), considered as though he were a member of the Incumbent Board, ; or (Cc) 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, surviving institution occurs; or (Dd) a proxy statement shall be distributed 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 Bank similar transaction with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such the plan or transaction are to be exchanged for or converted into cash or property or securities not issued by the Bank or the Company shall be distributed, Company; or (Ee) a tender offer is made for 2025% or more of the voting securities of the Bank Company and the shareholders owning beneficially or of record 25% or more of the outstanding securities of the Company then outstandinghave tendered or offered to sell their shares pursuant to such tender offer and such tendered shares have been accepted by the tender offeror. (c) Executive shall not have the right to receive termination benefits pursuant to Section 3 hereof upon Termination for Cause. The term "Termination termination for “Cause" ” shall mean termination because of a material loss to the Company or one of its affiliates caused by the Executive's ’s intentional failure to perform stated duties, personal dishonesty, incompetence, willful misconduct, any breach of fiduciary duty involving personal profit, willful violation of any law, rule, regulation (other than traffic violations or similar offenses) or final cease and desist order, or any material breach of any material provision of this Agreement. For purposes of this SectionA voluntary resignation pursuant to Section 2(a)(ii) shall not constitute, no actnor be grounds for termination for Cause. In determining incompetence, the acts or the failure to act, on Executive's part omissions shall be "willful" unless done, or omitted to be done, not in good faith and without reasonable belief that the action or omission was measured against standards generally prevailing in the best interest of the Company 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 three-fourths of the members of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to Executive and an opportunity for him, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, 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 Causesavings institution industry.

PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL. (a) Upon The provisions of this Agreement shall apply only 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 (i) involuntary termination of Executive's employment, other than Termination for Cause, as defined in Section 2(c5(c) hereof, or (ii) the provisions Executive's voluntary termination 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 titletitle or office, office or significant reduction in authority, significant 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 Definition of this Plan, a Change in Control. A "Change in Control" of the Association Bank or the 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) 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 Bank or the Company within the meaning of the Home Owners' Owner's Loan Act of 1933 1933, as amended, and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency), as in effect on the date hereof (provided, provided that in applying the definition of change in 2NEXT PAGE control or presumptive change in control or acting in concert or presumptive acting in concert as set forth under the rules Rules and regulations Regulations of the OTS, the Board shall substitute its judgment for that ownership of stock by a tax qualified employee benefit plan of the OTSBank or the Company shall not be subject to presumptions of control or acting in concert); or (iii) without limitation such a Change in Control shall would 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 of the Bank or the Company representing 20% or more of the combined voting power 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 Bank's employee stock form ownership plan and any securities purchased by any employee benefit plan of the Bank or the Company, trust; or (Bb) individuals who constitute the Board of Directors of the 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 Company's stockholders was approved by the same Company's Nominating Committee serving under an Incumbent BoardCommittee, shall be, 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, sale of all or substantially all the assets of the Bank or the Company or similar transaction occurs in which the Bank or the Company is not the resulting surviving entity, or (D) a proxy statement shall be distributed 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 Bank with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Bank or the Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities of the Bank or Company then outstanding. (c) Executive shall not have the right to receive termination benefits pursuant to Section 3 6 hereof upon Termination for Cause. The term "Termination for Cause" shall mean termination because of a material loss to the Company or one of its affiliates caused by the Executive's personal dishonesty, incompetence, willful misconduct, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, personal dishonesty, incompetence, willful violation of any law, rule, rule or regulation (other than traffic violations or similar offenses) or final cease and cease-and-desist order, or any 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. For purposes of this Section, no act, or the failure to act, on Executive's part shall be "willful" unless done, or omitted to be done, not in good faith and without reasonable belief that the action or omission was in the best interest of the Company Bank or its affiliates. Notwithstanding the foregoing, Executive shall not be deemed subject to have been terminated Termination 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 three-fourths of the members 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), 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 3NEXT PAGE or limited rights granted to Executive under any stock option plan or any unvested awards granted under any other stock benefit plan of the Bank, the Company or any subsidiary thereof, shall become null and void effective upon Executive's receipt of Notice of Termination for Cause pursuant to Section 7 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 of the Bank or the Company (as herein defined) followed at any time during the term of this Agreement by (i) the voluntary or involuntary termination of Executive's employment, other than for Cause, as defined in Section 2(c) hereof, or (ii) the provisions voluntary termination of Section 3 shall apply. Upon the occurrence of a Change in Control, Executive shall have the right to elect to voluntarily terminate his Executive's 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, then the provisions of Section 3 shall apply. (b) For purposes of this Plan, a A "Change in Control" of the Association Bank or the 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) 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 Bank or the Company within the meaning of the Home Owners' Owners Loan Act of 1933 Act, as amended ("HOLA"), and the Rules applicable rules and Regulations regulations promulgated by the Office of Thrift Supervision (or its predecessor agency)thereunder, as in effect on at the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations time of the OTS, the Board shall substitute its judgment for that of the OTS)Change in Control; or (iii) without 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 of the Bank or the Company representing 2025% or more of the Bank's or the combined voting power of 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 Bank's employee stock form and any securities purchased by any employee benefit ownership plan of the Bank or the Company, trust; or (Bb) individuals who constitute the Board on the date hereof (the "Incumbent Board") cease for any reason to constitute at least a majority thereof, provided 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 (Bb), considered as though he were a member of the Incumbent Board, ; or (Cc) 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, surviving institution occurs; or (Dd) a proxy statement shall be distributed 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 Bank similar transaction with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction the Plan are to be exchanged for or converted into cash or property or securities not issued by the Bank or the Company shall be distributed, Company; or (Ee) a tender offer is made for 2025% or more of the voting securities of the Bank Company and the shareholders owning beneficially or of record 25% or more of the outstanding securities of the Company then outstandinghave tendered or offered to sell their shares pursuant to such tender offer and such tendered shares have been accepted by the tender offeror. (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 a material loss to the Company or one of its affiliates caused by the Executive's intentional failure to perform stated duties, personal dishonesty, incompetence, willful misconduct, any breach of fiduciary duty involving personal profit, willful violation of any law, rule, regulation (other than traffic violations or similar offenses) or final cease and desist order, or any material breach of any material provision of this Agreement. For purposes of this SectionIn determining incompetence, no act, the acts or the failure to act, on Executive's part omissions shall be "willful" unless done, or omitted to be done, not in good faith and without reasonable belief that the action or omission was measured against standards generally prevailing in the best interest of the Company or its affiliatessavings institution 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 three-fourths of the members of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to Executive and an opportunity for him, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, 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.