Common use of Termination Due to Disability or Death Clause in Contracts

Termination Due to Disability or Death. (a) Termination of the Executive’s employment due to “Disability” shall be construed to comply with Code Section 409A and shall be deemed to have occurred if: (i) the Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than twelve (12) months, and as a result, the Executive is receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Association or the Company; or (ii) the Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections 6(b) and (c) shall apply upon the termination of the Executive’s employment due to Disability. Upon the determination that the Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days. (b) The Executive shall be entitled to receive benefits under all short-term or long-term disability plans maintained by the Association for its employees and/or executive officers. To the extent the benefits are less than the Base Salary, the Association shall pay the Executive an amount equal to the difference between the disability plan benefits and the amount of the Base Salary for the longer of one (1) year following the termination of his employment due to Disability or the remaining term of this Agreement, and the amounts will be payable in accordance with the regular payroll practices of the Association. (c) The Association shall cause to be continued non-taxable medical and dental coverage substantially comparable, as reasonably available, to the coverage maintained by the Association for the Executive and the Executive’s dependents prior to the termination of his employment due to Disability (in accordance with its customary co-pay percentages), except to the extent the coverage may be changed in its application to all Association employees or not available on an individual basis to an employee terminated due to Disability. This coverage shall cease upon the earlier of (i) the date the Executive returns to the full-time employment with the Association or another employer or (ii) twelve (12) months from the date of termination of the Executive’s employment due to Disability. Nothing herein shall be construed to prevent the Executive from continuing the coverage for the remainder of any applicable COBRA period solely at his own expense. If participation by the Executive is not permitted under the terms of an applicable plan (i.e., such as a group life insurance plan), the Association shall provide the Executive with reimbursement (payable on a monthly basis) of premiums paid by the Executive to obtain similar benefits for the period specified above; provided, however, that the reimbursement shall not exceed the cost of the monthly premiums for active employees. (d) In the event of Executive’s death during the term of this Agreement, his spouse (or, if he not married at the time of his death, his estate, legal representatives or named beneficiaries) shall be paid the Base Salary at the rate in effect at the time of the Executive’s death in accordance with the regular payroll practices of the Association through the end of the month in which the Executive’s death occurs. The payments are in addition to any life insurance benefits that Executive’s beneficiaries may be entitled to receive under any employee benefit plan maintained by the Association for the benefit of the Executive, including, but not limited to, the Association’s tax-qualified retirement plans. In addition, the Association shall continue to provide for twelve (12) months after the Executive’s death non-taxable medical, dental and other insurance benefits substantially comparable to the coverage maintained by the Association for the Executive’s dependents prior to his death (in accordance with the customary co-pay percentages). Nothing herein shall be construed to prevent the Executive’s eligible dependents from continuing the coverage for the remainder of any applicable COBRA period at their own expense.

Termination Due to Disability or Death. (a) Termination of the Executive’s employment due to “Disability” shall be construed to comply with Code Section 409A and shall be deemed to have occurred if: (i) the Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than twelve (12) months, and as a result, the Executive is receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Association Bank or the Company; or (ii) the Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections 6(b) and (c) shall apply upon the termination of the Executive’s employment due to Disability. Upon the determination that the Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days. (b) The Executive shall be entitled to receive benefits under all short-term or long-term disability plans maintained by the Association Bank for its employees and/or executive officers, subject to the terms and conditions of the plan and the approval of the claim by the applicable insurance carrier. To the extent the benefits are less than the Base Salary, the Association Bank shall pay the Executive an amount equal to the difference between the disability plan benefits and the amount of the Base Salary for the longer of one (1) year following the termination of his employment due to Disability or the remaining term of this Agreement, and the amounts will be payable in accordance with the regular payroll practices of the AssociationBank. (c) The Association Bank shall cause to be continued non-taxable medical and dental coverage substantially comparable, as reasonably available, to the coverage maintained by the Association Bank for the Executive and the Executive’s dependents prior to the termination of his employment due to Disability (in accordance with its customary co-pay percentages), except to the extent the coverage may be changed in its application to all Association Bank employees or not available on an individual basis to an employee terminated due to Disability. This coverage shall cease upon the earlier of (i) the date the Executive returns to the full-time employment with the Association Bank or another employer or (ii) twelve (12) months from the date of termination of the Executive’s employment due to Disability. Nothing herein shall be construed to prevent the Executive from continuing the coverage for the remainder of any applicable COBRA period solely at his own expense. If participation by the Executive is not permitted under the terms of an applicable plan (i.e., such as a group life insurance plan), the Association Bank shall provide the Executive with reimbursement (payable on a monthly basis) of premiums paid by the Executive to obtain similar benefits for the period specified above; provided, however, that the reimbursement shall not exceed the cost of the monthly premiums for active employees. (d) In the event of Executive’s death during the term of this Agreement, his spouse (or, if he is not married at the time of his death, his estate, legal representatives or named beneficiaries) shall be paid the Base Salary at the rate in effect at the time of the Executive’s death in accordance with the regular payroll practices of the Association through Bank for a period of six (6) months from the end date of the month in which the Executive’s death occursdeath. The payments are in addition to any life insurance benefits that Executive’s beneficiaries may be entitled to receive under any employee benefit plan maintained by the Association Bank for the benefit of the Executive, including, but not limited to, the AssociationBank’s tax-qualified retirement plans. In addition, the Association Bank shall continue to provide for twelve (12) months after the Executive’s death non-taxable medical, dental and other insurance benefits substantially comparable to the coverage maintained by the Association Bank for the Executive’s dependents prior to his death (in accordance with the customary co-pay percentages). Nothing herein shall be construed to prevent the Executive’s eligible dependents from continuing the coverage for the remainder of any applicable COBRA period at their own expense.

Termination Due to Disability or Death. (a) Termination of The Employment Term and the Executive’s employment due to “Disability” hereunder shall be construed to comply with Code Section 409A and shall be deemed to have occurred if: (i) the Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for terminate upon a continuous period of not less than twelve (12) months, and as a result, the Executive is receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Association or the Company; or (ii) the Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections 6(b) and (c) shall apply upon the termination of the Executive’s employment due to the Executive’s death or the Executive’s Disability. Upon Any question as to the determination that existence of the Disability of the Executive has suffered as to which the Executive and the Company cannot agree shall be determined in writing by a Disabilityqualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, disability payments hereunder each shall commence within thirty (30) daysappoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of the Agreement. (b) The Executive shall be entitled to receive benefits under all short-term or long-term disability plans maintained by the Association for its employees and/or executive officers. To the extent the benefits are less than the Base Salary, the Association shall pay the Executive an amount equal to the difference between the disability plan benefits and the amount of the Base Salary for the longer of one (1) year following the termination of his employment due to Disability or the remaining term of this Agreement, and the amounts will be payable in accordance with the regular payroll practices of the Association. (c) The Association shall cause to be continued non-taxable medical and dental coverage substantially comparable, as reasonably available, to the coverage maintained by the Association for the Executive and the Executive’s dependents prior to the termination of his employment due to Disability (in accordance with its customary co-pay percentages), except to the extent the coverage may be changed in its application to all Association employees or not available on an individual basis to an employee terminated due to Disability. This coverage shall cease upon the earlier of (i) the date the Executive returns to the full-time employment with the Association or another employer or (ii) twelve (12) months from the date of Upon termination of the Executive’s employment due to Disability. Nothing herein hereunder for either Disability or death, the Executive or the Executive’s estate (as the case may be) shall be construed entitled to prevent the Executive from continuing following: (i) the coverage Base Salary through the Date of Termination; (ii) any Annual Bonus earned but unpaid as of the Date of Termination for the remainder any previously completed fiscal year; (iii) payment of and reimbursement for any applicable COBRA period solely at his own expense. If participation unreimbursed business expenses properly incurred by the Executive is not permitted in accordance with Company policy, or unpaid benefits or unreimbursed expenses under Section 6.3(b), 6.3(c) or 6.3(d) incurred, in either case, prior to the Date of Termination; (iv) payment for accrued vacation unused as of the Date of Termination; (v) such Employee Benefits, if any, as to which the Executive may be entitled under the terms employee benefit plans of an applicable plan the Company (i.e., such the amounts described in clauses (i) through (v) hereof being referred to as a group life insurance planthe “Accrued Rights”), ; (vi) the Association shall provide product of (A) the Executive with reimbursement (payable on a monthly basis) of premiums paid by the Executive to obtain similar benefits Executive’s Annual Bonus for the period specified above; provided, however, that the reimbursement shall not exceed the cost of the monthly premiums for active employees. (d) In the event of Executive’s death during the term of this Agreement, his spouse previously completed fiscal year (or, if he not married higher, for the year in which the Date of Termination occurs assuming that the Performance Targets have been achieved at 100%), and (B) a fraction, the time numerator of his deathwhich is the number of days that have elapsed in the current fiscal year through the Date of Termination, his estate, legal representatives or named beneficiariesand the denominator of which is 365; (vii) shall be paid an amount equal to the Base Salary at the rate in effect at the time sum of the Executive’s death in accordance with (A) Base Salary for the regular payroll practices of the Association through the end of the month year in which the Executive’s death occurs. The payments are in addition to any life insurance benefits that Executive’s beneficiaries may be entitled to receive under any employee benefit plan maintained by the Association Date of Termination occurs and (B) Annual Bonus for the benefit previously completed fiscal year (or, if higher, for the year in which the Date of Termination occurs assuming that the Executive, including, but not limited to, the Association’s tax-qualified retirement plans. In addition, the Association shall continue to provide Performance Targets have been achieved at 100%); (viii) for twelve (12) months a period of one year after the Executive’s death non-taxable medicalDate of Termination, dental and other insurance continuation of medical benefits substantially comparable to the coverage maintained by the Association for the Executive’s dependents prior to his death (in accordance with the customary co-pay percentages). Nothing herein shall be construed to prevent Executive and/or the Executive’s eligible dependents from continuing dependants that are at least at a level (and cost to the coverage Company) that is substantially similar in the aggregate to the level of such benefits that was available to the Executive immediately prior to the Date of Termination (as the case may be); provided that no benefit otherwise to be made available to the Executive pursuant to this Section 7.1(b)(viii) shall be required to be made available to the extent that substantially equivalent benefits are made available to the Executive by any subsequent employer of the Executive; the medical benefits as described in this Section 7.1(b)(viii), the “Medical Benefits”; (ix) for a period of one year after the remainder Date of Termination, continuation of Education Reimbursement and Housing Entitlement; and (x) immediate vesting of 100% of any applicable COBRA period at outstanding unvested Incentive Equity Interests held by the Executive as of the Date of Termination, which, if applicable, shall remain exercisable in accordance with their own expenserespective terms. Following the Executive’s termination of employment due to death or Disability, except as set forth in this Section 7.1(b), the Executive shall have no further rights to any compensation or any other benefits under this Agreement.

Termination Due to Disability or Death. (ai) Termination The Employment Term and Executive's employment hereunder shall terminate upon a termination of the Executive’s 's employment due to “Executive's death or Executive's disability (as defined under the Company's long-term disability plan; such incapacity is hereinafter referred to as "Disability” "). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be construed determined in writing by a qualified independent physician mutually acceptable to comply with Code Section 409A Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Executive shall be deemed final and conclusive for all purposes of the Agreement. (ii) Upon termination of Executive's employment hereunder for either Disability or death, Executive or Executive's estate (as the case may be) shall be entitled to have occurred if: receive: (iA) the Executive is unable to engage in any substantial gainful activity Accrued Rights; (B) the Target Bonus multiplied by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than twelve (12) months, and as a resultfraction, the numerator of which shall equal the number of days Executive is receiving income replacement benefits was employed by the Company in the Company fiscal year in which Executive's termination of employment occurs and the denominator of which shall equal 365; (C) continuation of medical reimbursement coverage for Executive and/or Executive's eligible dependents for a period of not less than three (3) months under an accident and health plan covering employees of the Association or the Company; or (ii) the Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections 6(b) and (c) shall apply upon the 2 years following Executive's termination of employment, at the Executive’s employment due same rates applicable to Disability. Upon the determination that the Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days. (b) The Executive shall be entitled to receive benefits under all shortactive employees during such 2-term or long-term disability plans maintained by the Association for its employees and/or executive officers. To the extent the benefits are less than the Base Salary, the Association shall pay the Executive an amount equal to the difference between the disability plan benefits and the amount of the Base Salary for the longer of one (1) year following the termination of his employment due to Disability or the remaining term of this Agreement, and the amounts will be payable in accordance with the regular payroll practices of the Association. (c) The Association shall cause to be continued non-taxable medical and dental coverage substantially comparable, as reasonably available, to the coverage maintained by the Association for the Executive and the Executive’s dependents prior to the termination of his employment due to Disability (in accordance with its customary co-pay percentages), except to the extent the coverage may be changed in its application to all Association employees or not available on an individual basis to an employee terminated due to Disability. This coverage shall cease upon the earlier of (i) the date the Executive returns to the full-time employment with the Association or another employer or (ii) twelve (12) months from the date of termination of the Executive’s employment due to Disability. Nothing herein shall be construed to prevent the Executive from continuing the coverage for the remainder of any applicable COBRA period solely at his own expense. If participation by the Executive is not permitted under the terms of an applicable plan (i.e., such as a group life insurance plan), the Association shall provide the Executive with reimbursement (payable on a monthly basis) of premiums paid by the Executive to obtain similar benefits for the period specified aboveperiod; provided, however, that if Executive becomes employed by a new employer, continuing health insurance coverage from the Company will cease if he is eligible for comparable medical reimbursement plan coverage, and Executive's entitlement to COBRA continuation coverage shall not exceed the cost commence as of the monthly premiums for active employees.date of Executive's termination of employment (collectively, these shall be referred to as the "Health Benefits"); (dD) In the event immediate, full vesting of Executive’s death during the term of this Agreement, his spouse (or, if he not married at the time of his death, his estate, legal representatives or named beneficiaries) shall be paid the Base Salary at the rate in effect at the time of the Executive’s death in accordance with the regular payroll practices of the Association through the end of the month in which the Executive’s death occurs. The payments are in addition to any life insurance benefits that Executive’s beneficiaries may be entitled to receive under any employee benefit plan maintained by the Association for the benefit of the Executive, includingall outstanding restricted stock vesting on a time-basis, but not limited toon a performance-basis, stock options and all other long-term equity or other long-term incentive awards vesting on a time-basis then held by Executive; (E) the Association’s tax-qualified retirement plansPerformance Restricted Stock awarded to Executive pursuant to Section 5(b) shall remain outstanding and the restrictions thereon shall lapse if the performance goals set forth in Section 5(b) are achieved during the Vesting Period; and (F) all outstanding stock options then held by Executive shall remain exercisable until the earlier of (x) 24 months following the effective date of such termination and (y) the expiration of the option term. In additionFollowing Executive's termination of employment due to death or Disability, the Association except as set forth in this Section 8(b)(ii), Executive shall continue have no further rights to provide for twelve (12) months after the Executive’s death non-taxable medical, dental and any compensation or any other insurance benefits substantially comparable to the coverage maintained by the Association for the Executive’s dependents prior to his death (in accordance with the customary co-pay percentages). Nothing herein shall be construed to prevent the Executive’s eligible dependents from continuing the coverage for the remainder of any applicable COBRA period at their own expenseunder this Agreement.