Common use of Termination Due to Disability Clause in Contracts

Termination Due to Disability. The Bank and the Company may terminate the Executive's employment upon a determination, by separate votes of a majority of the members of the Boards of Directors of the Company and the Bank, acting in reliance on the written advice of a medical professional acceptable to them, that the Executive is suffering from a physical or mental impairment which, at the date of the determination, has prevented the Executive from performing his assigned duties on a substantially full-time basis for a period of at least one hundred and eighty (180) days during the period of one (1) year ending with the date of the determination or is likely to result in death or prevent the Executive from performing his assigned duties on a substantially full-time basis for a period of at least one hundred and eighty (180) days during the period of one (1) year beginning with the date of the determination. In such event: (a) The Bank and the Company shall pay and deliver to the Executive (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicable) the Standard Termination Entitlements. (b) In addition to the Standard Termination Entitlements, the Bank and the Company shall continue to pay the Executive his base salary, at the annual rate in effect for him immediately prior to the termination of his employment, during a period ending on the earliest of: (i) the expiration of one hundred and eighty (180) days after the date of termination of his employment; (ii) the date on which long-term disability insurance benefits are first payable to him under any long-term disability insurance plan covering employees of the Bank or the Company (the "LTD Eligibility Date"); (iii) the date of his death; and (iv) the expiration of the Remaining Unexpired Employment Period (the "Initial Continuation Period"). If the end of the Initial Continuation Period is neither the LTD Eligibility Date nor the date of his death, the Company and the Bank shall continue to pay the Executive his base salary, at an annual rate equal to sixty percent (60%) of the annual rate in effect for him immediately prior to the termination of his employment, during an additional period ending on the earliest of the LTD Eligibility Date, the date of his death and the expiration of the Remaining Unexpired Employment Period. A termination of employment due to disability under this section 10 shall be effected by joint notice of termination given to the Executive by the Company and the Bank and shall take effect on the later of the effective date of termination specified in such notice or the date on which the notice of termination is deemed given to the Executive.

Termination Due to Disability. The Bank and the Company may terminate the Executive's ’s employment upon a determination, by separate votes vote of a majority of the members of the Boards of Directors of the Company and the BankBoard, acting in reliance on the written advice of a medical professional acceptable to them, that the Executive is suffering from a physical or mental impairment which, at the date of the determination, has prevented the Executive from performing his assigned duties on a substantially full-time basis for a period of at least one hundred and eighty (180) days during the period of one (1) year ending with the date of the determination or is likely to result in death or prevent the Executive from performing his assigned duties on a substantially full-time basis for a period of at least one hundred and eighty (180) days during the period of one (1) year beginning with the date of the determination. In such event: (a) The Bank and the Company shall pay and deliver to the Executive (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicable) the Standard Termination Entitlements. (b) In addition to the Standard Termination Entitlements, the Bank and the Company shall continue to pay the Executive his base salary, at the annual rate in effect for him immediately prior to the termination of his employment, during a period ending on the earliest of: (i) the expiration of one hundred and eighty (180) days after the date of termination of his employment; (ii) the date on which long-term disability insurance benefits are first payable to him under any long-term disability insurance plan covering employees of the Bank or the Company (the "“LTD Eligibility Date"”); (iii) the date of his death; and (iv) the expiration of the Remaining Unexpired Employment Period (the "“Initial Continuation Period"”). If the end of the Initial Continuation Period is neither the LTD Eligibility Date nor the date of his death, the Company and the Bank shall continue to pay the Executive his base salary, at an annual rate equal to sixty percent (60%) of the annual rate in effect for him immediately prior to the termination of his employment, during an additional period ending on the earliest of the LTD Eligibility Date, the date of his death and the expiration of the Remaining Unexpired Employment Period. A termination of employment due to disability under this section 10 shall be effected by joint notice of termination given to the Executive by the Company and the Bank and shall take effect on the later of the effective date of termination specified in such notice or the date on which the notice of termination is deemed given to the Executive.

Termination Due to Disability. The Bank and the Company may terminate the Executive's ’s employment upon a determination, by separate votes vote of a majority of the members of the Boards of Directors of the Company and the BankBoard, acting in reliance on the written advice of a medical professional acceptable to them, that the Executive is suffering from a physical or mental impairment which, at the date of the determination, has prevented the Executive from performing his assigned duties on a substantially full-time basis for a period of at least one hundred and eighty (180) days during the period of one (1) year ending with the date of the determination or is likely to result in death or prevent the Executive from performing his assigned duties on a substantially full-time basis for a period of at least one hundred and eighty (180) days during the period of one (1) year beginning with the date of the determination. In such event: (a) The Bank and the Company shall pay and deliver to the Executive (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicable) the Standard Termination Entitlements. (b) In addition to the Standard Termination Entitlements, the Bank and the Company shall continue to pay the Executive his base salary, at the annual rate in effect for him immediately prior to the termination of his employment, during a period ending on the earliest of: (i) the expiration of one hundred and eighty (180) days after the date of termination of his employment; (ii) the date on which long-term disability insurance benefits are first payable to him under any long-term disability insurance plan covering employees of the Bank or the Company (the "“LTD Eligibility Date"”); (iii) the date of his death; and (iv) the expiration of the Remaining Unexpired Employment Period (the "“Initial Continuation Period"”). If the end of the Initial Continuation Period is neither the LTD Eligibility Date nor the date of his death, the Company and the Bank shall continue to pay the Executive his base salary, at an annual rate equal to sixty percent (60%) of the annual rate in effect for him immediately prior to the termination of his employment, during an additional period ending on the earliest of the LTD Eligibility Date, the date of his death and the expiration of the Remaining Unexpired Employment Period. A termination of employment due to disability under this section 10 shall be effected by joint notice of termination given to the Executive by the Company and the Bank and shall take effect on the later of the effective date of termination specified in such notice or the date on which the notice of termination is deemed given to the Executive.

Termination Due to Disability. The Bank If Executive’s employment and the Employment Term are terminated due to his Disability, the Company may terminate shall pay Executive the Executive's employment upon Accrued Obligations in a determinationsingle, by separate votes of a majority of lump-sum payment in accordance with the members of the Boards of Directors regular payroll practices and procedures of the Company and but in no event longer than 45 days following such termination (or on such earlier date required by applicable law) or, in the Bank, acting in reliance on the written advice case of a medical professional acceptable Cash Incentive Plan payment, according to them, that the Executive is suffering from a physical or mental impairment which, at the date terms of such plan but no later than March 15 of the determinationcalendar year immediately following the calendar year in which the applicable performance period ended. In addition, has prevented in the Executive from performing his assigned duties on event of such a substantially full-time basis termination of employment: (i) all unvested stock options, stock appreciation rights, restricted stock, performance stock and performance stock units (but only performance stock units that are not subject to Section 409A (as hereinafter defined)) will immediately vest (with performance being deemed achieved at target), (ii) all restricted stock units will continue to vest for a period of at least one hundred and eighty (180) days during two years following the period of one (1) year ending with the date of the determination or is likely to result in death or prevent the Executive from performing his assigned duties on a substantially full-time basis for a period of at least one hundred and eighty (180) days during the period of one (1) year beginning with the date of the determination. In such event: (a) The Bank and the Company shall pay and deliver to the Executive (or Termination Date in the event same manner as if no such termination had occurred (provided that if such termination occurs within 24 months after a Change of his death before paymentControl, any restricted stock units granted after the Effective Date will vest in full upon such termination and shall be settled within 30 days thereafter), (iii) any performance stock units that are subject to his estate and surviving dependents and beneficiaries, as applicable) the Standard Termination Entitlements. (b) In addition to the Standard Termination Entitlements, the Bank and the Company shall Section 409A will continue to pay vest in the same manner as if no such termination of employment had occurred, with performance deemed achieved at target (provided that if such termination occurs within 24 months after a Change of Control, any performance stock units that are subject to Section 409A granted after the Effective Date will vest in full upon such termination with performance being deemed achieved at target and shall be settled within 30 days thereafter), (iv) all performance stock units that become vested under clause (i) shall be settled within 30 days after the Termination Date and (v) all stock options and stock appreciation rights held by Executive his base salary, at the annual rate in effect for him as of immediately prior to the such termination shall remain exercisable until their normal expiration date; provided, however, that such continued vesting and exercisability of his employmentany restricted stock, during a period ending restricted stock units, stock options, stock appreciation rights, performance stock units and performance stock under this Section 4.04 shall be conditional on the earliest of: (i) the expiration of one hundred Executive’s timely execution and eighty (180) days after the date of termination of his employment; (ii) the date on which longnon-term disability insurance benefits are first payable to him under any long-term disability insurance plan covering employees revocation of the Bank or the Company (the "LTD Eligibility Date"); (iii) the date of his death; Release and (iv) the expiration of the Remaining Unexpired Employment Period (the "Initial Continuation Period"). If the end of the Initial Continuation Period is neither the LTD Eligibility Date nor the date of his deathExecutive’s continued compliance with Section 9.0, the Company Section 12.0, Section 13.0, and the Bank shall continue to pay the Executive his base salary, at an annual rate equal to sixty percent (60%) of the annual rate in effect for him immediately prior to the termination of his employment, during an additional period ending on the earliest of the LTD Eligibility Date, the date of his death and the expiration of the Remaining Unexpired Employment Period. A termination of employment due to disability under this section 10 shall be effected by joint notice of termination given to the Executive by the Company and the Bank and shall take effect on the later of the effective date of termination specified in such notice or the date on which the notice of termination is deemed given to the ExecutiveSection 14.0 below.

Termination Due to Disability. after Change of Control or Pending Change of Control. -------------------------------------------------------- The Bank and the Company may terminate the ExecutiveOfficer's employment during the Term and after the occurrence of a Change of Control or a Pending Change of Control upon a determination, by separate votes of a majority vote of the members of the Boards Board of Directors of the Company and the Bank, acting in reliance on the written advice of a medical professional acceptable to themit, that the Executive Officer is suffering from a physical or mental impairment which, at the date of the determination, has prevented the Executive Officer from performing his assigned duties on a substantially full-time basis for a period of at least one hundred and eighty (180) days during the period of one (1) year ending with the date of the determination or is likely to result in death or prevent the Executive Officer from performing his assigned duties on a substantially full-time basis for a period of at least one hundred and eighty (180) days during the period of one (1) year beginning with the date of the determination. In such event: (a) The Bank and the Company shall pay and deliver to the Executive Officer (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicable) the Standard Termination Entitlements. (b) In addition to the Standard Termination Entitlements, the Bank and the Company shall continue to pay the Executive Officer his base salary, at the annual rate in effect for him immediately prior to the termination of his employment, during a period ending on the earliest of: (i) the expiration of one hundred and eighty (180) days after the date of termination of his employment; (ii) the date on which long-term disability insurance benefits are first payable to him under any long-long- term disability insurance plan covering employees of the Bank or the Company (the "LTD Eligibility Date"); (iii) the date of his death; and (iv) the expiration of the Remaining Unexpired Employment Assurance Period (the "Initial Continuation Period"). If the end of the Initial Continuation Period is neither the LTD Eligibility Date nor the date of his death, the Company and the Bank shall continue to pay the Executive Officer his base salary, at an annual rate equal to sixty percent (60%) of the annual rate in effect for him immediately prior to the termination of his employment, during an additional period ending on the earliest of the LTD Eligibility Date, the date of his death and the expiration of the Remaining Unexpired Employment Assurance Period. A termination of employment due to disability under this section 10 4 shall be effected by joint a notice of termination given to the Executive Officer by the Company and the Bank and shall take effect on the later of the effective date of termination specified in such notice or the date on which the notice of termination is deemed given to the ExecutiveOfficer.

Termination Due to Disability. The Bank and the Company may terminate the Executive's ’s employment upon a determination, by separate votes vote of a majority of the members of the Boards Board of Directors of the Company and the BankCompany, acting in reliance on the written advice of a medical professional acceptable to them, that the Executive is suffering from a physical or mental impairment which, at the date of the determination, has prevented the Executive from performing his assigned duties on a substantially full-time basis for a period of at least one hundred and eighty (180) days during the period of one (1) year ending with the date of the determination or is likely to result in death or prevent the Executive from performing his assigned duties on a substantially full-time basis for a period of at least one hundred and eighty (180) days during the period of one (1) year beginning with the date of the determination. In such event: (a) The Bank and the Company shall pay and deliver to the Executive (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicable) the Standard Termination Entitlements. (b) In addition to the Standard Termination Entitlements, the Bank and the Company shall continue to pay the Executive his base salary, at the annual rate in effect for him immediately prior to the termination of his employment, during a period ending on the earliest of: (i) the expiration of one hundred and eighty (180) days after the date of termination of his employment; (ii) the date on which long-term disability insurance benefits are first payable to him under any long-term disability insurance plan covering employees of the Bank or the Company (the "“LTD Eligibility Date"”); (iii) the date of his death; and (iv) the expiration of the Remaining Unexpired Employment Period (the "“Initial Continuation Period"”). If the end of the Initial Continuation Period is neither the LTD Eligibility Date nor the date of his death, the Company and the Bank shall continue to pay the Executive his base salary, at an annual rate equal to sixty percent (60%) of the annual rate in effect for him immediately prior to the termination of his employment, during an additional period ending on the earliest of the LTD Eligibility Date, the date of his death and the expiration of the Remaining Unexpired Employment Period. A termination of employment due to disability under this section 10 shall be effected by joint notice of termination given to the Executive by the Company and the Bank and shall take effect on the later of the effective date of termination specified in such notice or the date on which the notice of termination is deemed given to the Executive.

Termination Due to Disability. The Bank and the Company Either Employer may terminate the Executive's employment upon a determination, by separate votes vote of a majority of the members of the Boards its Board of Directors of the Company and the BankDirectors, acting in reliance on the written advice of a medical professional acceptable to themthe Board, that the Executive is suffering from a physical or mental impairment which, at the date of the determination, has prevented the Executive from performing his the Executive's assigned duties on a substantially full-time basis for a period of at least one hundred and eighty (180) days during the period of one (1) year ending with the date of the determination or is likely to result in death or prevent the Executive from performing his the Executive's assigned duties on a substantially full-time basis for a period of at least one hundred and eighty (180) days during the period of one (1) year beginning with the date of the determinationdetermination (such impairment, the "DISABILITY"). In such event: (a) The Bank and the Holding Company shall pay and deliver to the Executive an amount equal to the sum of (x) base salary or other compensation earned through the date of termination, plus (y) any other compensation and benefits as may be provided in accordance with the event terms and provisions of his death before paymentany applicable plans and programs, to his estate and surviving dependents and beneficiariesif any, as applicable) of the Standard Termination EntitlementsHolding Company. (b) In addition to the Standard Termination Entitlementsamounts payable pursuant to Section 12.1(a), the Bank and the Holding Company shall continue to pay the Executive his the Executive's base salary, at the annual rate in effect for him the Executive immediately prior to the termination of his the Executive's employment, during a period ending the "Initial Continuation Period." The "INITIAL CONTINUATION PERIOD" shall commence on the date of termination of employment pursuant to Section 12.1 and shall end on the earliest of: (i) the expiration of one hundred and eighty (180) days after the date of termination of his the Executive's employment; (ii) the date on which long-term disability insurance benefits are first payable to him the Executive under any long-term disability insurance plan ("LTD PLAN") covering employees of the Bank or the Holding Company (the "LTD Eligibility DateELIGIBILITY DATE"); (iii) the date of his the Executive's death; and (iv) the expiration of the Remaining Unexpired Employment Period (the "Initial Continuation Period")Expiration Date. If the end of the Initial Continuation Period is neither the LTD Eligibility Date nor the date of his the Executive's death, the Holding Company and the Bank shall continue to pay the Executive his the Executive's base salary, at an annual rate equal to sixty percent (60%) of the annual rate in effect for him the Executive immediately prior to the termination of his employmentthe Executive's employment (the "60% AMOUNT"), during an additional period ending on the earliest of the LTD Eligibility Date, the date of his the Executive's death and the expiration of Expiration Date. While receiving disability payments under such LTD Plan, the Remaining Unexpired Employment Period. A termination of employment due to disability under this section 10 Holding Company shall be effected by joint notice of termination given pay to the Executive by an additional payment of such an amount, if any, as may be necessary so that the Company aggregate of such additional payment and the Bank Executive's disability income payments will equal the 60% Amount, and the Executive shall take continue to participate in the Employers' benefit plans and to receive other benefits as specified in Section 3.2 until the Expiration Date, with all such benefits to be at the level in effect on on, and at the later of same out-of-pocket cost to the effective Executive as of, the date of termination specified in such notice or the date on which the notice of termination is deemed given to the ExecutiveDisability.

Termination Due to Disability. The Bank and the Company may terminate the Executive's employment upon a determination, by separate votes of a majority of the members of the Boards of Directors of the Company and the Bank, Board acting in reliance on the written advice of a medical professional an independent, third-party physician acceptable to themboth the Board and the Executive, that the Executive is suffering from a physical or mental impairment which, at the date of the determination, has prevented the Executive from performing his assigned duties on a substantially full-time basis for a period of at least one hundred and eighty (180) days during the period of one (1) year ending with the date of the determination or is likely to result in death or prevent the Executive from performing his assigned duties on a substantially full-time basis for a period of at least one hundred and eighty (180) days during the period of one (1) year beginning with the date of the determination. In such event: (a) The Bank and the Company shall pay and deliver to the Executive (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicable) the Standard Termination Entitlementsbenefits described in sections 9(b)(i) and 9(b)(ii) of this Agreement. (b) In addition to the Standard Termination Entitlementsbenefits described in sections 9(b)(i) and 9(b)(ii) of this Agreement, the Bank and the Company shall continue to pay the Executive his base salary, at the annual rate in effect for him immediately prior to the termination of his employment, during a period ending on the earliest of: (i) the expiration of one hundred and eighty (180) days after the date of termination of his employment; (ii) the date on which long-term disability insurance benefits are first payable to him under any long-term disability insurance plan covering employees of the Bank or the Company (the "LTD Eligibility Date"); (iii) the date of his death; and (iv) the expiration of the Remaining Unexpired Employment Period (the "Initial Continuation Period"). If the end of the Initial Continuation Period is neither the LTD Eligibility Date nor the date of his death, the Company and the Bank shall continue to pay the Executive his base salary, at an annual rate equal to sixty percent (60%) of the annual rate in effect for him immediately prior to the termination of his employment, during an additional period ending on the earliest of the LTD Eligibility Date, the date of his death and the expiration of the Remaining Unexpired Employment Period. A termination of employment due to disability under this section 10 12 shall be effected by joint notice of termination given to the Executive by the Company and the Bank and shall take effect on the later of the effective date of termination specified in such notice or the date on which the notice of termination is deemed given to the Executive.

Termination Due to Disability. The Bank and the Company Either Employer may terminate the Executive's ’s employment upon a determination, by separate votes vote of a majority of the members of the Boards its Board of Directors of the Company and the BankDirectors, acting in reliance on the written advice of a medical professional acceptable to themthe Board, that the Executive is suffering from a physical or mental impairment which, at the date of the determination, has prevented the Executive from performing his the Executive’s assigned duties on a substantially full-time basis for a period of at least one hundred and eighty (180) days during the period of one (1) year ending with the date of the determination or is likely to result in death or prevent the Executive from performing his the Executive’s assigned duties on a substantially full-time basis for a period of at least one hundred and eighty (180) days during the period of one (1) year beginning with the date of the determinationdetermination (such impairment, the “Disability”). In such event: (a) The Bank and the Holding Company shall pay and deliver to the Executive an amount equal to the sum of (x) base salary or other compensation earned through the date of termination, plus (y) any other compensation and benefits as may be provided in accordance with the event terms and provisions of his death before paymentany applicable plans and programs, to his estate and surviving dependents and beneficiariesif any, as applicable) of the Standard Termination EntitlementsHolding Company. (b) In addition to the Standard Termination Entitlementsamounts payable pursuant to Section 12.1(a), the Bank and the Holding Company shall continue to pay the Executive his the Executive’s base salary, at the annual rate in effect for him the Executive immediately prior to the termination of his the Executive’s employment, during a period ending the “Initial Continuation Period.” The “Initial Continuation Period” shall commence on the date of termination of employment pursuant to Section 12.1 and shall end on the earliest of: (i) the expiration of one hundred and eighty (180) days after the date of termination of his the Executive’s employment; (ii) the date on which long-term disability insurance benefits are first payable to him the Executive under any long-term disability insurance plan (“LTD Plan”) covering employees of the Bank or the Holding Company (the "“LTD Eligibility Date"”); (iii) the date of his the Executive’s death; and (iv) the expiration of the Remaining Unexpired Employment Period (the "Initial Continuation Period")Expiration Date. If the end of the Initial Continuation Period is neither the LTD Eligibility Date nor the date of his the Executive’s death, the Holding Company and the Bank shall continue to pay the Executive his the Executive’s base salary, at an annual rate equal to sixty percent (60%) of the annual rate in effect for him the Executive immediately prior to the termination of his employmentthe Executive’s employment (the “60% Amount”), during an additional period ending on the earliest of the LTD Eligibility Date, the date of his the Executive’s death and the expiration of Expiration Date. While receiving disability payments under such LTD Plan, the Remaining Unexpired Employment Period. A termination of employment due to disability under this section 10 Holding Company shall be effected by joint notice of termination given pay to the Executive by an additional payment of such an amount, if any, as may be necessary so that the Company aggregate of such additional payment and the Bank Executive’s disability income payments will equal the 60% Amount, and the Executive shall take continue to participate in the Employers’ benefit plans and to receive other benefits as specified in Section 3.2 until the Expiration Date, with all such benefits to be at the level in effect on on, and at the later of same out-of-pocket cost to the effective Executive as of, the date of termination specified in such notice or the date on which the notice of termination is deemed given to the ExecutiveDisability.

Termination Due to Disability. after Change of Control or Pending Change of Control. The Bank and the Company may terminate the ExecutiveOfficer's employment during the Term and after the occurrence of a Change of Control or a Pending Change of Control upon a determination, by separate votes of a majority vote of the members of the Boards Board of Directors of the Company and the Bank, acting in reliance on the written advice of a medical professional acceptable to themit, that the Executive Officer is suffering from a physical or mental impairment which, at the date of the determination, has prevented the Executive Officer from performing his assigned duties on a substantially full-time basis for a period of at least one hundred and eighty (180) days during the period of one (1) year ending with the date of the determination or is likely to result in death or prevent the Executive Officer from performing his assigned duties on a substantially full-time basis for a period of at least one hundred and eighty (180) days during the period of one (1) year beginning with the date of the determination. In such event: (a) The Bank and the Company shall pay and deliver to the Executive Officer (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicable) the Standard Termination Entitlements. (b) In addition to the Standard Termination Entitlements, the Bank and the Company shall continue to pay the Executive Officer his base salary, at the annual rate in effect for him immediately prior to the termination of his employment, during a period ending on the earliest of: (i) the expiration of one hundred and eighty (180) days after the date of termination of his employment; (ii) the date on which long-term disability insurance benefits are first payable to him under any long-term disability insurance plan covering employees of the Bank or the Company (the "LTD Eligibility Date"); (iii) the date of his death; and (iv) the expiration of the Remaining Unexpired Employment Assurance Period (the "Initial Continuation Period"). If the end of the Initial Continuation Period is neither the LTD Eligibility Date nor the date of his death, the Company and the Bank shall continue to pay the Executive Officer his base salary, at an annual rate equal to sixty percent (60%) of the annual rate in effect for him immediately prior to the termination of his employment, during an additional period ending on the earliest of the LTD Eligibility Date, the date of his death and the expiration of the Remaining Unexpired Employment Assurance Period. A termination of employment due to disability under this section 10 4 shall be effected by joint a notice of termination given to the Executive Officer by the Company and the Bank and shall take effect on the later of the effective date of termination specified in such notice or the date on which the notice of termination is deemed given to the ExecutiveOfficer.

Termination Due to Disability. The Bank and the Company may terminate the Executive's employment upon a determination, by separate votes vote of a majority of the members of the Boards Board of Directors of the Company and the Bank, acting in reliance on the written advice of a medical professional acceptable to themthe Board of Directors, that the Executive is suffering from a has become disabled. For purposes of this Agreement, disability means any medically determinable physical or mental impairment which, at the date of the determination, has prevented the Executive from performing his assigned duties on a substantially full-time basis for a period of at least one hundred and eighty (180) days during the period of one (1) year ending with the date of the determination or is likely that can be expected to result in death or prevent can be expected to last for a continuous period of not less than twelve (12) months that: (i) renders the Executive from performing his assigned duties on a substantially full-time basis unable to engage in any substantial gainful activity, or (ii) causes the Executive to receive income replacement benefits for a period of at least one hundred not less than three (3) months under an accident and eighty (180) days during the period of one (1) year beginning with the date health plan of the determinationBank covering the Executive. In such event: (a) The Bank and the Company shall pay and deliver to the Executive an amount equal to the sum of (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicablei) the Standard Termination Entitlementsbase salary or other compensation earned through the date of termination, plus (ii) any other compensation and benefits as may be provided in accordance with the terms and provisions of any applicable plans and programs of the Bank. (b) In addition to the Standard Termination Entitlementsamounts payable pursuant to Section 11.1(a), the Bank and the Company shall continue to pay the Executive his base salary, at the annual rate in effect for him immediately prior to the termination of his employment, during a period ending the “Initial Continuation Period.” The “Initial Continuation Period” shall commence on the date of termination of employment pursuant to Section 11.1 and shall end on the earliest of: (i) the expiration of one hundred and eighty (180) days after the date of termination of his employment; (ii) the date on which long-term disability insurance benefits are first payable to him under any long-term disability insurance plan (“LTD Plan”) covering employees of the Bank or the Company (the "“LTD Eligibility Date"”); (iii) the date of his death; and (iv) the expiration of the Remaining Unexpired Employment Period (the "Initial Continuation Period")Expiration Date. If the end of the Initial Continuation Period is neither the LTD Eligibility Date nor the date of his death, the Company and the Bank shall continue to pay the Executive his base salary, at an annual rate equal to sixty percent (60%) of the annual rate in effect for him immediately prior to the termination of his employmentemployment (the “60% Rate”), during an additional period ending on the earliest of the LTD Eligibility Date, the date of his death and the expiration Expiration Date. (c) The Executive shall be entitled to continuation of the Remaining Unexpired Employment Period. A Executive’s medical benefits at the level in effect on, and at the same out-of-pocket cost to the Executive as of, the date of termination for the one-year period following termination of the Executive’s employment due to disability under pursuant to this section 10 shall be effected by joint notice of termination given to the Executive by the Company and the Bank and shall take effect on the later of the effective date of termination specified in such notice or the date on which the notice of termination is deemed given to the ExecutiveSection 11.

Termination Due to Disability. The Bank and the Company may terminate the Executive's employment upon a determination, by separate votes of a majority of the members of the Boards of Directors of the Company and the Bank, acting in reliance on the written advice of a medical professional acceptable to them, that the Executive is suffering from a physical or mental impairment which, at the date of the determination, has prevented the Executive from performing his assigned duties on a substantially full-time basis for a period of at least one hundred and eighty (180) days during the period of one (1) year ending with the date of the determination or is likely to result in death or prevent the Executive from performing his assigned duties on a substantially full-time basis for a period of at least one hundred and eighty (180) days during the period of one (1) year beginning with the date of the determination. In such event: (a) The Bank and the Company shall pay and deliver to the Executive (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicable) the Standard Termination Entitlements. (b) In addition to the Standard Termination Entitlements, the Bank and the Company shall continue to pay the Executive his base salary, at the annual rate in effect for him immediately prior to the termination of his employment, during a period ending on the earliest of: (i) the expiration of one hundred and eighty (180) days after the date of termination of his employment; (ii) the date on which long-term disability insurance benefits are first payable to him under any long-term disability insurance plan covering employees of the Bank or the Company (the "LTD Eligibility Date"); (iii) the date of his death; and (iv) the expiration of the Remaining Unexpired Employment Period (the "Initial Continuation Period"). If the end of the Initial Continuation Period is neither the LTD Eligibility Date nor the date of his death, the Company and the Bank shall continue to pay the Executive his base salary, at an annual rate equal to sixty percent (60%) of the annual rate in effect for him immediately prior to the termination of his employment, during an additional period ending on the earliest of the LTD Eligibility Date, the date of his death and the expiration of the Remaining Unexpired Employment Period. A termination of employment due to disability under this section 10 shall be effected by joint notice of termination given to the Executive by the Company and the Bank and shall take effect on the later of the effective date of termination specified in such notice or the date on which the notice of termination is deemed given to the Executive.

Termination Due to Disability. The Bank and the Company may terminate the Executive's ’s employment upon a determination, by separate votes vote of a majority of the members of the Boards Board of Directors of the Company and the Bank, acting in reliance on the written advice of a medical professional acceptable to them, that the Executive is suffering from a physical or mental impairment which, at the date of the determination, has prevented the Executive from performing his assigned duties on a substantially full-time basis for a period of at least one hundred and eighty fifty (180150) days during the period of one (1) year ending with the date of the determination or is likely to result in death or prevent the Executive from performing his assigned duties on a substantially full-time basis for a period of at least one hundred and eighty fifty (180150) days during the period of one (1) year beginning with the date of the determination. In such event: (a) The Bank and the Company shall pay and deliver to the Executive (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicable) the Standard Termination Entitlements. (b) In addition to the Standard Termination Entitlements, the Bank and the Company shall continue to pay the Executive his base salary, at the annual rate in effect for him immediately prior to the termination of his employment, during a period ending on the earliest of: (i) the expiration of one hundred and eighty (180) days after the date of termination of his employment; (ii) the date on which long-term disability insurance benefits are first payable to him under any long-term disability insurance plan covering employees of the Bank or the Company (the "“LTD Eligibility Date"”); (iii) the date of his death; and (iv) the expiration of the Remaining Unexpired Employment Period (the "“Initial Continuation Period"”). If the end of the Initial Continuation Period is neither the LTD Eligibility Date nor the date of his death, the Company and the Bank shall continue to pay the Executive his base salary, at an annual rate equal to sixty percent (60%) of the annual rate in effect for him immediately prior to the termination of his employment, during an additional period ending on the earliest of the LTD Eligibility Date, the date of his death and the expiration of the Remaining Unexpired Employment Period. A termination of employment due to disability under this section 10 shall be effected by joint notice of termination given to the Executive by the Company and the Bank and shall take effect on the later of the effective date of termination specified in such notice or the date on which the notice of termination is deemed given to the Executive.

Termination Due to Disability. The Bank and the Company may terminate the Executive's employment upon a determination, by separate votes of a majority of the members of the Boards of Directors of the Company and the Bank, acting in reliance on the written advice of a medical professional acceptable to them, that the Executive is suffering from a physical or mental impairment which, at the date of the determination, has prevented the Executive from performing his assigned duties on a substantially full-time basis for a period of at least one hundred and eighty (180) days during the period of one (1) year ending with the date of the determination or is likely to result in death or prevent the Executive from performing his assigned duties on a substantially full-time basis for a period of at least one hundred and eighty (180) days during the period of one (1) year beginning with the date of the determination. In such event: (a) The Bank and the Company shall pay and deliver to the Executive (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicable) the Standard Termination Entitlements. (b) In addition to the Standard Termination Entitlements, the Bank and the Company shall continue to pay the Executive his base salary, at the annual rate in effect for him immediately prior to the termination of his employment, during a period ending on the earliest of: (i) the expiration of one hundred and eighty (180) days after the date of termination of his employment; (ii) the date on which long-term disability insurance benefits are first payable to him under any long-term disability insurance plan covering employees of the Bank or the Company (the "LTD Eligibility Date"); (iii) the date of his death; and (iv) the expiration of the Remaining Unexpired Employment Period (the "Initial Continuation Period"). If the end of the Initial Continuation Period is neither the LTD Eligibility Date nor the date of his death, the Company and the Bank shall continue to pay the Executive his base salary, at an annual rate equal to sixty percent (60%) of the annual rate in effect for him immediately prior to the termination of his employment, during an additional period ending on the earliest of the LTD Eligibility Date, the date of his death and the expiration of the Remaining Unexpired Employment Period. A termination of employment due to disability under this section 10 11 shall be effected by joint notice of termination given to the Executive by the Company and the Bank and shall take effect on the later of the effective date of termination specified in such notice or the date on which the notice of termination is deemed given to the Executive.

Termination Due to Disability. The Bank and the Company may terminate the Executive's ’s employment upon a determination, by separate votes vote of a majority of the members of the Boards of Directors of the Company and the BankBoard, acting in reliance on the written advice of a medical professional acceptable to them, that the Executive is suffering from a physical or mental impairment which, at the date of the determination, has prevented the Executive from performing his assigned duties on a substantially full-time basis for a period of at least one hundred and eighty (180) days during the period of one (1) year ending with the date of the determination or is likely to result in death or prevent the Executive from performing his assigned duties on a substantially full-time basis for a period of at least one hundred and eighty (180) days during the period of one (1) year beginning with the date of the determination. In such event: (a) The Bank and the Company shall pay and deliver to the Executive (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicable) the Standard Termination Entitlements. (b) In addition to the Standard Termination Entitlements, the Bank and the Company shall continue to pay the Executive his base salary, at the annual rate in effect for him immediately prior to the termination of his employment, during a period ending on the earliest of: (i) the expiration of one hundred and eighty (180) days after the date of termination of his employment; (ii) the date on which long-term disability insurance benefits are first payable to him under any long-term disability insurance plan covering employees of the Bank or the Company (the "“LTD Eligibility Date"”); (iii) the date of his death; and (iv) the expiration of the Remaining Unexpired Employment Assurance Period (the "“Initial Continuation Period"”). If the end of the Initial Continuation Period is neither the LTD Eligibility Date nor the date of his death, the Company and the Bank shall continue to pay the Executive his base salary, at an annual rate equal to sixty percent (60%) of the annual rate in effect for him immediately prior to the termination of his employment, during an additional period ending on the earliest of the LTD Eligibility Date, the date of his death and the expiration of the Remaining Unexpired Employment Assurance Period. A termination of employment due to disability under this section 10 shall be effected by joint notice of termination given to the Executive by the Company and the Bank and shall take effect on the later of the effective date of termination specified in such notice or the date on which the notice of termination is deemed given to the Executive.

Termination Due to Disability. The Bank and the Company may terminate the Executive's employment upon a determination, by separate votes vote of a majority of the members of the Boards Board of Directors of the Company and the BankCompany, acting in reliance on the written advice of a medical professional acceptable to them, that the Executive is suffering from a physical or mental impairment which, at the date of the determination, (i) has prevented the Executive from performing his assigned duties on a substantially full-time basis for a period of at least one hundred and eighty (180) days during the period of one (1) year period ending with the date of the determination determination, or (ii) is likely to result in death or prevent the Executive from performing his assigned duties on a substantially full-time basis for a period of at least one hundred and eighty (180) days during the one year period of one (1) year beginning with the date of the determination. In such event: (a) The Bank and the Company shall pay and deliver to the Executive (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicable) the Standard Termination EntitlementsEntitlements within the time frames described in Section 9. (b) In addition to the Standard Termination Entitlements, the Bank and the Company shall continue to pay the Executive his base salary, at the annual rate in effect for him immediately prior to the termination of his employment, during for a period ending on the earliest of: (i) the expiration of one hundred and eighty (180) days after the date of termination of his employment; (ii) the date on which long-term disability insurance benefits are first payable to him under any long-term disability insurance plan covering employees of the Bank or the Company (the "“LTD Eligibility Date"”); (iii) the date of his death; and (iv) the expiration of the Remaining Unexpired Employment Period (the "“Initial Continuation Period"). If the end of the Initial Continuation Period is neither the LTD Eligibility Date nor the date of his death, the Company and the Bank shall continue to pay the Executive his base salary, at an annual rate equal to sixty percent (60%) of the annual rate in effect for him immediately prior to the termination of his employment, during an additional period ending on the earliest of the LTD Eligibility Date, the date of his death and the expiration of the Remaining Unexpired Employment Period. (c) Notwithstanding anything in this Agreement to the contrary, in the event the Executive does not cooperate with a medical professional, as described in Section 10 of this Agreement, or if the Executive does not consent to sharing the medical professional’s findings with the Board of Directors, no disability benefit shall be paid to the Executive pursuant to this Agreement. A termination of employment due to disability under this section Section 10 shall be effected by joint notice of termination given to the Executive by the Company and the Bank and shall take effect on the later of the effective date of termination specified in such notice or the date on which the notice of termination is deemed given to the Executive.

Termination Due to Disability. The Bank and the Company may terminate the Executive's employment upon a determination, by separate votes of a majority of the members of the Boards of Directors of the Company and the Bank, acting in reliance on the written advice of a medical professional acceptable to them, that the Executive is suffering from a physical or mental impairment which, at the date of the determination, has prevented the Executive from performing his assigned duties on a substantially full-time basis for a period of at least one hundred and eighty (180) days during the period of one (1) year ending with the date of the determination or is likely to result in death or prevent the Executive from performing his assigned duties on a substantially full-time basis for a period of at least one hundred and eighty (180) days during the period of one (1) year beginning with the date of the determination. In such event: (a) The Bank and the Company shall pay and deliver to the Executive (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicable) the Standard Termination Entitlements. (b) In addition to the Standard Termination Entitlements, the Bank and the Company shall continue to pay the Executive his base salary, at the annual rate in effect for him immediately prior to the termination of his employment, during a period ending on the earliest of: (i) the expiration of one hundred and eighty (180) days after the date of termination of his employment; (ii) the date on which long-long- term disability insurance benefits are first payable to him under any long-term disability insurance plan covering employees of the Bank or the Company (the "LTD LED Eligibility Date"); (iii) the date of his death; and (iv) the expiration of the Remaining Unexpired Employment Period (the "Initial Continuation Period"). If the end of the Initial Continuation Period is neither the LTD LED Eligibility Date nor the date of his death, the Company and the Bank shall continue to pay the Executive his base salary, at an annual rate equal to sixty percent (60%) of the annual rate in effect for him immediately prior to the termination of his employment, during an additional period ending on the earliest of the LTD LED Eligibility Date, the date of his death and the expiration of the Remaining Unexpired Employment Period. A termination of employment due to disability under this section 10 shall be effected by joint notice of termination given to the Executive by the Company and the Bank and shall take effect on the later of the effective date of termination specified in such notice or the date on which the notice of termination is deemed given to the Executive.

Termination Due to Disability. The Bank and the Company may terminate the Executive's employment upon a determination, by separate votes vote of a majority of the members of the Boards Board of Directors of the Company and the Bank, acting in reliance on the written advice of a medical professional acceptable to themthe Board of Directors, that the Executive is suffering from a has become disabled. For purposes of this Agreement, disability means any medically determinable physical or mental impairment which, at the date of the determination, has prevented the Executive from performing his assigned duties on a substantially full-time basis for a period of at least one hundred and eighty (180) days during the period of one (1) year ending with the date of the determination or is likely that can be expected to result in death or prevent can be expected to last for a continuous period of not less than twelve (12) months that: (i) renders the Executive from performing his assigned duties on a substantially full-time basis unable to engage in any substantial gainful activity, or (ii) causes the Executive 6 to receive income replacement benefits for a period of at least one hundred not less than three (3) months under an accident and eighty (180) days during the period of one (1) year beginning with the date health plan of the determinationBank covering the Executive. In such event: (a) The Bank and the Company shall pay and deliver to the Executive an amount equal to the sum of (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicablei) the Standard Termination Entitlementsbase salary or other compensation earned through the date of termination, plus (ii) any other compensation and benefits as may be provided in accordance with the terms and provisions of any applicable plans and programs of the Bank. (b) In addition to the Standard Termination Entitlementsamounts payable pursuant to Section 11.1(a), the Bank and the Company shall continue to pay the Executive his base salary, at the annual rate in effect for him immediately prior to the termination of his employment, during a period ending the “Initial Continuation Period.” The “Initial Continuation Period” shall commence on the date of termination of employment pursuant to Section 11.1 and shall end on the earliest of: (i) the expiration of one hundred and eighty (180) days after the date of termination of his employment; (ii) the date on which long-term disability insurance benefits are first payable to him under any long-term disability insurance plan (“LTD Plan”) covering employees of the Bank or the Company (the "“LTD Eligibility Date"”); (iii) the date of his death; and (iv) the expiration of the Remaining Unexpired Employment Period (the "Initial Continuation Period")Expiration Date. If the end of the Initial Continuation Period is neither the LTD Eligibility Date nor the date of his death, the Company and the Bank shall continue to pay the Executive his base salary, at an annual rate equal to sixty percent (60%) of the annual rate in effect for him immediately prior to the termination of his employmentemployment (the “60% Rate”), during an additional period ending on the earliest of the LTD Eligibility Date, the date of his death and the expiration Expiration Date. (c) The Executive shall be entitled to continuation of the Remaining Unexpired Employment Period. A Executive’s medical benefits at the level in effect on, and at the same out-of-pocket cost to the Executive as of, the date of termination for the one-year period following termination of the Executive’s employment due to disability under pursuant to this section 10 shall be effected by joint notice of termination given to the Executive by the Company and the Bank and shall take effect on the later of the effective date of termination specified in such notice or the date on which the notice of termination is deemed given to the ExecutiveSection 11.

Termination Due to Disability. The Bank and the Company may terminate the Executive's ’s employment upon a determination, by separate votes of a majority of the members of the Boards of Directors of the Company and the Bank, acting in reliance on the written advice of a medical professional acceptable to them, that if the Executive is suffering from a physical Disability. ‘Disability’ means any condition which constitutes a ‘disability’ within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the ‘Code’). A termination of employment due to Disability under this section 10 shall be effected by a notice of termination given to the Executive by the Company and shall take effect on the later of the effective date of termination specified in such notice or mental impairment which, at the date on which the notice of termination is deemed given to the determination, has prevented Executive. In the event the Executive from performing his assigned duties on becomes subject to a substantially full-time basis for a period of at least one hundred and eighty (180) days during the period of one (1) year ending with the date of the determination or is likely to result in death or prevent the Executive from performing his assigned duties on a substantially full-time basis for a period of at least one hundred and eighty (180) days during the period of one (1) year beginning with the date of the determination. In such eventDisability: (a) The Bank and the Company shall pay and deliver to the Executive (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicable) the Standard Termination EntitlementsEntitlements in the event of his termination of employment. (b) In Subject to section 14, in addition to the Standard Termination Entitlements, the Bank and the Company shall continue to pay the Executive his base salary, at the annual rate in effect for him immediately prior to the termination of his employmentdate the Disability commenced, during a period ending on the earliest of: (i) the expiration of one hundred and eighty (180) days after the date of termination of his employmentthe Disability commenced; (ii) the date on which long-term disability insurance benefits are first payable to him under any long-term disability insurance plan covering employees of the Bank or the Company (the "‘LTD Eligibility Date"’); (iii) the date of his death; and (iv) the expiration of the Remaining Unexpired Employment Period (the "‘Initial Continuation Period"’). If the end of the Initial Continuation Period is neither the LTD Eligibility Date nor the date of his death, the Company and the Bank shall continue to pay the Executive his base salary, at an annual rate equal to sixty percent (60%) of the annual rate in effect for him immediately prior to the termination of his employmentdate the Disability commenced, during an additional period ending on the earliest of the LTD Eligibility Date, the date of his death and the expiration of the Remaining Unexpired Employment Period. A termination of employment due to disability The payments under this subsection are referred to in this Agreement as the ‘Disability Benefits.’ Notwithstanding any other provision hereof, the Disability Benefits shall commence within the time period required by section 10 shall be effected by joint notice of termination given to 14.” 4. By deleting Section 12(b) in its entirety and substituting therefor the Executive by the Company and the Bank and shall take effect on the later of the effective date of termination specified in such notice or the date on which the notice of termination is deemed given to the Executive.following:

Termination Due to Disability. The Bank and the Company may terminate the Executive's employment upon a determination, by separate votes of a majority of the members of the Boards of Directors of the Company and the Bank, acting in reliance on the written advice of a medical professional acceptable to them, determination that the Executive is suffering from a has become disabled. For purposes of this Agreement, disability means any medically determinable physical or mental impairment which, at the date of the determination, has prevented the Executive from performing his assigned duties on a substantially full-time basis for a period of at least one hundred and eighty (180) days during the period of one (1) year ending with the date of the determination or is likely that can be expected to result in death or prevent can be expected to last for a continuous period of not less than twelve (12) months that: (i) renders the Executive from performing his assigned duties on a substantially full-time basis unable to engage in any substantial gainful activity, or (ii) causes the Executive to receive income replacement benefits for a period of at least one hundred not less than three (3) months under an accident and eighty (180) days during the period of one (1) year beginning with the date health plan of the determinationBank covering the Executive. In such event: (a) The Bank and the Company shall pay and deliver to the Executive an amount equal to the sum of (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicablei) the Standard Termination Entitlementsbase salary or other compensation earned through the date of termination, plus (ii) any other compensation and benefits as may be provided in accordance with the terms and provisions of any applicable plans and programs of the Bank. (b) In addition to the Standard Termination Entitlementsamounts payable pursuant to Section 11.1(a), the Bank and the Company shall continue to pay the Executive his base salary, at the annual rate in effect for him immediately prior to the termination of his employment, during a period ending the “Initial Continuation Period.” The “Initial Continuation Period” shall commence on the date of termination of employment pursuant to Section 11.1 and shall end on the earliest of: (i) the expiration of one hundred and eighty (180) days after the date of termination of his employment; (ii) the date on which long-term disability insurance benefits are first payable to him under any long-term disability insurance plan covering employees of the Bank or the Company (the "“LTD Eligibility Date"”); (iii) the date of his death; and (iv) the expiration of the Remaining Unexpired Employment Period (the "Initial Continuation Period")Expiration Date. If the end of the Initial Continuation Period is neither the LTD Eligibility Date nor the date of his death, the Company and the Bank shall continue to pay the Executive his base salary, at an annual rate equal to sixty percent (60%) of the annual rate in effect for him immediately prior to the termination of his employmentemployment (the “60% Rate”), during an additional period ending on the earliest of the LTD Eligibility Date, the date of his death and the expiration of the Remaining Unexpired Employment Period. A termination of employment due to disability under this section 10 shall be effected by joint notice of termination given to the Executive by the Company and the Bank and shall take effect on the later of the effective date of termination specified in such notice or the date on which the notice of termination is deemed given to the ExecutiveExpiration Date.

Termination Due to Disability. The Bank If Executive’s employment and the Employment Term are terminated due to his Disability, the Company may terminate shall pay Executive the Executive's employment upon Accrued Obligations in a determinationsingle, by separate votes of a majority of lump-sum payment in accordance with the members of the Boards of Directors regular payroll practices and procedures of the Company and but in no event longer than 45 days following such ​ termination (or on such earlier date required by applicable law) or, in the Bank, acting in reliance on the written advice case of a medical professional acceptable Cash Incentive Plan payment, according to them, that the Executive is suffering from a physical or mental impairment which, at the date terms of such plan but no later than March 15 of the determinationcalendar year immediately following the calendar year in which the applicable performance period ended. In addition, has prevented in the Executive from performing his assigned duties on event of such a substantially full-time basis termination of employment: (i) all unvested stock options, stock appreciation rights, restricted stock, performance stock and performance stock units (but only performance stock units that are not subject to Section 409A (as hereinafter defined)) will immediately vest (with performance being deemed achieved at target), (ii) all restricted stock units will continue to vest for a period of at least one hundred and eighty (180) days during two years following the period of one (1) year ending with the date of the determination or is likely to result in death or prevent the Executive from performing his assigned duties on a substantially full-time basis for a period of at least one hundred and eighty (180) days during the period of one (1) year beginning with the date of the determination. In such event: (a) The Bank and the Company shall pay and deliver to the Executive (or Termination Date in the event same manner as if no such termination had occurred (provided that if such termination occurs within 24 months after a Change of his death before paymentControl, any restricted stock units granted after the Effective Date will vest in full upon such termination and shall be settled within 30 days thereafter), (iii) any performance stock units that are subject to his estate and surviving dependents and beneficiaries, as applicable) the Standard Termination Entitlements. (b) In addition to the Standard Termination Entitlements, the Bank and the Company shall Section 409A will continue to pay vest in the same manner as if no such termination of employment had occurred, with performance deemed achieved at target (provided that if such termination occurs within 24 months after a Change of Control, any performance stock units that are subject to Section 409A granted after the Effective Date will vest in full upon such termination with performance being deemed achieved at target and shall be settled within 30 days thereafter), (iv) all performance stock units that become vested under clause (i) shall be settled within 30 days after the Termination Date and (v) all stock options and stock appreciation rights held by Executive his base salary, at the annual rate in effect for him as of immediately prior to the such termination shall remain exercisable until their normal expiration date; provided, however, that such continued vesting and exercisability of his employmentany restricted stock, during a period ending restricted stock units, stock options, stock appreciation rights, performance stock units and performance stock under this Section 4.04 shall be conditional on the earliest of: (i) the expiration of one hundred Executive’s timely execution and eighty (180) days after the date of termination of his employment; (ii) the date on which longnon-term disability insurance benefits are first payable to him under any long-term disability insurance plan covering employees revocation of the Bank or the Company (the "LTD Eligibility Date"); (iii) the date of his death; Release and (iv) the expiration of the Remaining Unexpired Employment Period (the "Initial Continuation Period"). If the end of the Initial Continuation Period is neither the LTD Eligibility Date nor the date of his deathExecutive’s continued compliance with Section 9.0, the Company Section 12.0, Section 13.0, and the Bank shall continue to pay the Executive his base salary, at an annual rate equal to sixty percent (60%) of the annual rate in effect for him immediately prior to the termination of his employment, during an additional period ending on the earliest of the LTD Eligibility Date, the date of his death and the expiration of the Remaining Unexpired Employment Period. A termination of employment due to disability under this section 10 shall be effected by joint notice of termination given to the Executive by the Company and the Bank and shall take effect on the later of the effective date of termination specified in such notice or the date on which the notice of termination is deemed given to the ExecutiveSection 14.0 below.

Termination Due to Disability. The Bank and the Company may terminate the Executive's ’s employment upon a determination, by separate votes vote of a majority of the members of the Boards Board of Directors of the Company and the Bank, acting in reliance on the written advice of a medical professional acceptable to them, that the Executive is suffering from a physical or mental impairment which, at the date of the determination, has prevented the Executive from performing his assigned duties on a substantially full-time basis for a period of at least one hundred and eighty (180) days during the period of one (1) year ending with the date of the determination or is likely to result in death or prevent the Executive from performing his assigned duties on a substantially full-time basis for a period of at least one hundred and eighty (180) days during the period of one (1) year beginning with the date of the determination. In such event: (a) The Bank and the Company shall pay and deliver to the Executive (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicable) the Standard Termination Entitlements. (b) In addition to the Standard Termination Entitlements, the Bank and the Company shall continue to pay the Executive his base salary, at the annual rate in effect for him immediately prior to the termination of his employment, during a period ending on the earliest of: (i) the expiration of one hundred and eighty (180) days after the date of termination of his employment; (ii) the date on which long-term disability insurance benefits are first payable to him under any long-term disability insurance plan covering employees of the Bank or the Company (the "“LTD Eligibility Date"”); (iii) the date of his death; and (iv) the expiration of the Remaining Unexpired Employment Period (the "“Initial Continuation Period"”). If the end of the Initial Continuation Period is neither the LTD Eligibility Date nor the date of his death, the Company and the Bank shall continue to pay the Executive his base salary, at an annual rate equal to sixty percent (60%) of the annual rate in effect for him immediately prior to the termination of his employment, during an additional period ending on the earliest of the LTD Eligibility Date, the date of his death and the expiration of the Remaining Unexpired Employment Period. A termination of employment due to disability under this section 10 shall be effected by joint notice of termination given to the Executive by the Company and the Bank and shall take effect on the later of the effective date of termination specified in such notice or the date on which the notice of termination is deemed given to the Executive.

Termination Due to Disability. The Bank and the Company Either Employer may terminate the Executive's employment upon a determination, by separate votes vote of a majority of the members of the Boards its Board of Directors of the Company and the BankDirectors, acting in reliance on the written advice of a medical professional acceptable to themthe Board, that the Executive is suffering from a physical or mental impairment which, at the date of the determination, has prevented the Executive from performing his the Executive's assigned duties on a substantially full-time basis for a period of at least one hundred and eighty (180) days during the period of one (1) year ending with the date of the determination or is likely to result in death or prevent the Executive from performing his the Executive's assigned duties on a substantially full-time basis for a period of at least one hundred and eighty (180) days during the period of one (1) year beginning with the date of the determinationdetermination (such impairment, the "DISABILITY"). In such event: (a) The Bank and the Holding Company shall pay and deliver to the Executive an amount equal to the sum of (x) base salary or other compensation earned through the date of termination, plus (y) any other compensation and benefits as may be provided in accordance with the event terms and provisions of his death before paymentany applicable plans and programs, to his estate and surviving dependents and beneficiariesif any, as applicable) of the Standard Termination EntitlementsHolding Company. (b) In addition to the Standard Termination Entitlementsamounts payable pursuant to Section 11.1, the Bank and the Holding Company shall continue to pay the Executive his the Executive's base salary, at the annual rate in effect for him the Executive immediately prior to the termination of his the Executive's employment, during a period ending the "Initial Continuation Period." The "INITIAL CONTINUATION PERIOD" shall commence on the date of termination of employment pursuant to Section 11.1 and shall end on the earliest of: (i) the expiration of one hundred and eighty (180) days after the date of termination of his the Executive's employment; (ii) the date on which long-term disability insurance benefits are first payable to him the Executive under any long-term disability insurance plan ("LTD PLAN") covering employees of the Bank or the Holding Company (the "LTD Eligibility DateELIGIBILITY DATE"); (iii) the date of his the Executive's death; and (iv) the expiration of the Remaining Unexpired Employment Period (the "Initial Continuation Period")Expiration Date. If the end of the Initial Continuation Period is neither the LTD Eligibility Date nor the date of his the Executive's death, the Holding Company and the Bank shall continue to pay the Executive his the Executive's base salary, at an annual rate equal to sixty percent (60%) of the annual rate in effect for him the Executive immediately prior to the termination of his employmentthe Executive's employment (the "60% AMOUNT"), during an additional period ending on the earliest of the LTD Eligibility Date, the date of his the Executive's death and the expiration of Expiration Date. While receiving disability payments under such LTD Plan, the Remaining Unexpired Employment Period. A termination of employment due to disability under this section 10 Holding Company shall be effected by joint notice of termination given pay to the Executive by an additional payment of such an amount, if any, as may be necessary so that the Company aggregate of such additional payment and the Bank Executive's disability income payments will equal the 60% Amount, and the Executive shall take continue to participate in the Employers' benefit plans and to receive other benefits as specified in Section 3.1 until the Expiration Date, with all such benefits to be at the level in effect on on, and at the later of same out-of-pocket cost to the effective Executive as of, the date of termination specified in such notice or the date on which the notice of termination is deemed given to the ExecutiveDisability.

Termination Due to Disability. The Bank and the Company may terminate the Executive's ’s employment upon a determination, by separate votes vote of a majority of the members of the Boards of Directors of the Company and the BankBoard, acting in reliance on the written advice of a medical professional acceptable to them, that the Executive is suffering from a physical or mental impairment which, at the date of the determination, has prevented the Executive from performing his assigned duties on a substantially full-time basis for a period of at least one hundred and eighty (180) days during the period of one (1) year ending with the date of the determination or is likely to result in death or prevent the Executive from performing his assigned duties on a substantially full-time basis for a period of at least one hundred and eighty (180) days during the period of one (1) year beginning with the date of the determination. In such event: (a) The Bank and the Company shall pay and deliver to the Executive (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicable) the Standard Termination Entitlements. (b) In addition to the Standard Termination Entitlements, the Bank and the Company shall continue to pay the Executive his base salary, at the annual rate in effect for him immediately prior to the termination of his employment, during a period ending on the earliest of: (i) the expiration of one hundred and eighty (180) days after the date of termination of his employment; (ii) the date on which long-term disability insurance benefits are first payable to him under any long-term disability insurance plan covering employees of the Bank or the Company (the "“LTD Eligibility Date"”); (iii) the date of his death; and (iv) the expiration of the Remaining Unexpired Employment Assurance Period (the "“Initial Continuation Period"”). If the end of the Initial Continuation Period is neither the LTD Eligibility Date nor the date of his death, the Company and the Bank shall continue to pay the Executive his base salary, at an annual rate equal to sixty percent (60%) of the annual rate in effect for him immediately prior to the termination of his employment, during an additional period ending on the earliest of the LTD Eligibility Date, the date of his death and the expiration of the Remaining Unexpired Employment Assurance Period. A termination of employment due to disability under this section 10 shall be effected by joint notice of termination given to the Executive by the Company and the Bank and shall take effect on the later of the effective date of termination specified in such notice or the date on which the notice of termination is deemed given to the Executive.

Termination Due to Disability. The Bank and the Company may terminate the Executive's ’s employment upon a determination, by separate votes vote of a majority of the members of the Boards Board of Directors of the Company and the BankCompany, acting in reliance on the written advice of a medical professional acceptable to them, that the Executive is suffering from a physical or mental impairment which, at the date of the determination, has prevented the Executive from performing his assigned duties on a substantially full-time basis for a period of at least one hundred and eighty fifty (180150) days during the period of one (1) year ending with the date of the determination or is likely to result in death or prevent the Executive from performing his assigned duties on a substantially full-time basis for a period of at least one hundred and eighty fifty (180150) days during the period of one (1) year beginning with the date of the determination. In such event: (a) The Bank and the Company shall pay and deliver to the Executive (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicable) the Standard Termination Entitlements. (b) In addition to the Standard Termination Entitlements, the Bank and the Company shall continue to pay the Executive his base salary, at the annual rate in effect for him immediately prior to the termination of his employment, during a period ending on the earliest of: (i) the expiration of one hundred and eighty (180) days after the date of termination of his employment; (ii) the date on which long-term disability insurance benefits are first payable to him under any long-term disability insurance plan covering employees of the Bank or the Company (the "“LTD Eligibility Date"”); (iii) the date of his death; and (iv) the expiration of the Remaining Unexpired Employment Period (the "“Initial Continuation Period"”). If the end of the Initial Continuation Period is neither the LTD Eligibility Date nor the date of his death, the Company and the Bank shall continue to pay the Executive his base salary, at an annual rate equal to sixty percent (60%) of the annual rate in effect for him immediately prior to the termination of his employment, during an additional period ending on the earliest of the LTD Eligibility Date, the date of his death and the expiration of the Remaining Unexpired Employment Period. A termination of employment due to disability under this section 10 shall be effected by joint notice of termination given to the Executive by the Company and the Bank and shall take effect on the later of the effective date of termination specified in such notice or the date on which the notice of termination is deemed given to the Executive.

Termination Due to Disability. after Change of Control or Pending Change of Control. --------------------------------------------- The Bank and the Company may terminate the ExecutiveOfficer's employment during the Term and after the occurrence of a Change of Control or a Pending Change of Control upon a determination, by separate votes of a majority vote of the members of the Boards Board of Directors of the Company and the Bank, acting in reliance on the written advice of a medical professional acceptable to themit, that the Executive Officer is suffering from a physical or mental impairment which, at the date of the determination, has prevented the Executive Officer from performing his assigned duties on a substantially full-time basis for a period of at least one hundred and eighty (180) days during the period of one (1) year ending with the date of the determination or is likely to result in death or prevent the Executive Officer from performing his assigned duties on a substantially full-time basis for a period of at least one hundred and eighty (180) days during the period of one (1) year beginning with the date of the determination. In such event: (a) The Bank and the Company shall pay and deliver to the Executive Officer (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicable) the Standard Termination Entitlements. (b) In addition to the Standard Termination Entitlements, the Bank and the Company shall continue to pay the Executive Officer his base salary, at the annual rate in effect for him immediately prior to the termination of his employment, during a period ending on the earliest of: (i) the expiration of one hundred and eighty (180) days after the date of termination of his employment; (ii) the date on which long-term disability insurance benefits are first payable to him under any long-term disability insurance plan covering employees of the Bank or the Company (the "LTD Eligibility Date"); (iii) the date of his death; and (iv) the expiration of the Remaining Unexpired Employment Assurance Period (the "Initial Continuation Period"). If the end of the Initial Continuation Period is neither the LTD Eligibility Date nor the date of his death, the Company and the Bank shall continue to pay the Executive Officer his base salary, at an annual rate equal to sixty percent (60%) of the annual rate in effect for him immediately prior to the termination of his employment, during an additional period ending on the earliest of the LTD Eligibility Date, the date of his death and the expiration of the Remaining Unexpired Employment Assurance Period. A termination of employment due to disability under this section 10 shall be effected by joint notice of termination given to the Executive by the Company and the Bank and shall take effect on the later of the effective date of termination specified in such notice or the date on which the notice of termination is deemed given to the Executive.

Termination Due to Disability. The Bank and the Company may terminate the Executive's employment upon a determination, by separate votes vote of a majority of the members of the Boards Board of Directors of the Company and the BankCompany, acting in reliance on the written advice of a medical professional acceptable to them, that the Executive is suffering from a physical or mental impairment which, at the date of the determination, has prevented the Executive from performing his assigned duties on a substantially full-time basis for a period of at least one hundred and eighty fifty (180150) days during the period of one (1) year ending with the date of the determination or is likely to result in death or prevent the Executive from performing his assigned duties on a substantially full-time basis for a period of at least one hundred and eighty fifty (180150) days during the period of one (1) year beginning with the date of the determination. In such event: (a) The Bank and the Company shall pay and deliver to the Executive (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicable) the Standard Termination Entitlements. (b) In addition to the Standard Termination Entitlements, the Bank and the Company shall continue to pay the Executive his base salary, at the annual rate in effect for him immediately prior to the termination of his employment, during a period ending on the earliest of: (i) the expiration of one hundred and eighty (180) days after the date of termination of his employment; (ii) the date on which long-term disability insurance benefits are first payable to him under any long-term disability insurance plan covering employees of the Bank or the Company (the "LTD Eligibility Date"); (iii) the date of his death; and (iv) the expiration of the Remaining Unexpired Employment Period (the "Initial Continuation Period"). If the end of the Initial Continuation Period is neither the LTD Eligibility Date nor the date of his death, the Company and the Bank shall continue to pay the Executive his base salary, at an annual rate equal to sixty percent (60%) of the annual rate in effect for him immediately prior to the termination of his employment, during an additional period ending on the earliest of the LTD Eligibility Date, the date of his death and the expiration of the Remaining Unexpired Employment Period. A termination of employment due to disability under this section 10 shall be effected by joint notice of termination given to the Executive by the Company and the Bank and shall take effect on the later of the effective date of termination specified in such notice or the date on which the notice of termination is deemed given to the Executive.

Termination Due to Disability. The Bank and the Company may terminate the Executive's ’s employment upon a determination, by separate votes vote of a majority of the members of the Boards Board of Directors of the Company and the Bank, acting in reliance on the written advice of a medical professional acceptable to them, that the Executive is suffering from a physical or mental impairment which, at the date of the determination, has prevented the Executive from performing his assigned duties on a substantially full-time basis for a period of at least one hundred and eighty (180) days during the period of one (1) year ending with the date of the determination or is likely to result in death or prevent the Executive from performing his assigned duties on a substantially full-time basis for a period of at least one hundred and eighty (180) days during the period of one (1) year beginning with the date of the determination. In such event: (a) The Bank and the Company shall pay and deliver to the Executive (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicable) the Standard Termination EntitlementsEntitlements within the timeframes contained in section 9. (b) In addition to the Standard Termination Entitlements, the Bank and the Company shall continue to pay the Executive his base salary, at the annual rate in effect for him immediately prior to the termination of his employment, during a period ending on the earliest of: (i) the expiration of one hundred and eighty (180) days after the date of termination of his employment; (ii) the date on which long-term disability insurance benefits are first payable to him under any long-term disability insurance plan covering employees of the Bank or the Company (the "“LTD Eligibility Date"”); (iii) the date of his death; and (iv) the expiration of the Remaining Unexpired Employment Period (the "“Initial Continuation Period"”). If the end of the Initial Continuation Period is neither the LTD Eligibility Date nor the date of his death, the Company and the Bank shall continue to pay the Executive his base salary, at an annual rate equal to sixty percent (60%) of the annual rate in effect for him immediately prior to the termination of his employment, during an additional period ending on the earliest of the LTD Eligibility Date, the date of his death and the expiration of the Remaining Unexpired Employment Period. A termination of employment due to disability under this section 10 shall be effected by joint notice of termination given to the Executive by the Company and the Bank and shall take effect on the later of the effective date of termination specified in such notice or the date on which the notice of termination is deemed given to the Executive.

Termination Due to Disability. The Bank and the Company may terminate the Executive's employment upon a determination, by separate votes vote of a majority of the members of the Boards Board of Directors of the Company and the Bank, acting in reliance on the written advice of a medical professional acceptable to themthe Board of Directors, that the Executive is suffering from a has become disabled. For purposes of this Agreement, disability means any medically determinable physical or mental impairment which, at the date of the determination, has prevented the Executive from performing his assigned duties on a substantially full-time basis for a period of at least one hundred and eighty (180) days during the period of one (1) year ending with the date of the determination or is likely that can be expected to result in death or prevent can be expected to last for a continuous period of not less than twelve (12) months that: (i) renders the Executive from performing his assigned duties on a substantially full-time basis unable to engage in any substantial gainful activity, or (ii) causes the Executive to receive income replacement benefits for a period of at least one hundred not less than three (3) months under an accident and eighty (180) days during the period of one (1) year beginning with the date health plan of the determinationBank covering the Executive. In such event: (a) The Bank and the Company shall pay and deliver to the Executive an amount equal to the sum of (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicablei) the Standard Termination Entitlementsbase salary or other compensation earned through the date of termination, plus (ii) any other compensation and benefits as may be provided in accordance with the terms and provisions of any applicable plans and programs of the Bank. (b) In addition to the Standard Termination Entitlementsamounts payable pursuant to Section 11.1(a), the Bank and the Company shall continue to pay the Executive his her base salary, at the annual rate in effect for him her immediately prior to the termination of his her employment, during a period ending the “Initial Continuation Period.” The “Initial Continuation Period” shall commence on the date of termination of employment pursuant to Section 11.1 and shall end on the earliest of: (i) the expiration of one hundred and eighty (180) days after the date of termination of his her employment; (ii) the date on which long-term disability insurance benefits are first payable to him her under any long-term disability insurance plan (“LTD Plan”) covering employees of the Bank or the Company (the "“LTD Eligibility Date"”); (iii) the date of his her death; and (iv) the expiration of the Remaining Unexpired Employment Period (the "Initial Continuation Period")Expiration Date. If the end of the Initial Continuation Period is neither the LTD Eligibility Date nor the date of his her death, the Company and the Bank shall continue to pay the Executive his her base salary, at an annual rate equal to sixty percent (60%) of the annual rate in effect for him her immediately prior to the termination of his employmenther employment (the “60% Rate”), during an additional period ending on the earliest of the LTD Eligibility Date, the date of his her death and the expiration Expiration Date. (c) The Executive shall be entitled to continuation of the Remaining Unexpired Employment Period. A Executive’s medical benefits at the level in effect on, and at the same out-of-pocket cost to the Executive as of, the date of termination for the one-year period following termination of the Executive’s employment due to disability under pursuant to this section 10 shall be effected by joint notice of termination given to the Executive by the Company and the Bank and shall take effect on the later of the effective date of termination specified in such notice or the date on which the notice of termination is deemed given to the ExecutiveSection 11.

Termination Due to Disability. The Bank and In the Company may terminate event that the Executive's employment upon a determinationis terminated by either party due to his Disability, by separate votes of a majority he shall be entitled to the following benefits: (i) disability benefits in accordance with the long-term disability ("LTD") program then in effect for senior executives of the members Company; (ii) Base Salary through the end of the Boards LTD elimination period; (iii) the Severance Bonus; (iv) all stock options (to the extent previously granted under this Agreement or any other agreement) shall become fully vested and any shares of Directors Stock issued upon the exercise of stock options shall no longer be subject to a right of repurchase by the Company, and all stock options granted prior to the Effective Date shall remain exercisable until two (2) years from the Termination Date (but in no event beyond the end of each such stock option's Exercise Period) and all stock options granted on or after the Effective Date shall remain exercisable for the longer of (a) three (3) years from the Termination Date or (b) three (3) years from the date the Executive no longer serves as a director of the Company and or any of its Affiliates (but in no event beyond the Bank, acting in reliance on the written advice end of a medical professional acceptable to them, that the Executive is suffering from a physical or mental impairment which, at the date of the determination, has prevented the Executive from performing his assigned duties on a substantially full-time basis for a period of at least one hundred and eighty (180) days during the period of one (1) year ending with the date of the determination or is likely to result in death or prevent the Executive from performing his assigned duties on a substantially full-time basis for a period of at least one hundred and eighty (180) days during the period of one (1) year beginning with the date of the determination. In each such event:stock option's Exercise Period); (av) The Bank and the Company shall pay and deliver transfer restrictions on all restricted stock and/or restricted stock units granted to the Executive under this Agreement or any other agreement shall lapse; and (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicablevi) the Standard Termination Entitlements. (b) In addition Executive shall be entitled to the Standard Termination Entitlements, the Bank continued participation at Company expense in all medical and the Company shall continue to pay the Executive his base salary, at the annual rate dental insurance coverage in effect for him immediately prior to the termination of his employment, during a period ending which he was participating on the earliest of: Termination Date until the longer of (ix) the expiration remaining Term of one hundred and eighty the Agreement following the Termination Date, (180y) days after 24 months following the date of termination of his employment; and (iiz) the date on which long-term disability insurance date, or dates, he receives equivalent coverage and benefits are first payable to him under any long-term disability insurance plan covering employees the plans and programs of a subsequent employer. In no event shall a termination of Executive's employment for Disability occur until the Bank or the Company (the "LTD Eligibility Date"); (iii) the date of Party terminating his death; and (iv) the expiration of the Remaining Unexpired Employment Period (the "Initial Continuation Period"). If the end of the Initial Continuation Period is neither the LTD Eligibility Date nor the date of his death, the Company and the Bank shall continue to pay the Executive his base salary, at an annual rate equal to sixty percent (60%) of the annual rate in effect for him immediately prior employment gives written notice to the termination of his employmentother Party in accordance with Section 25 below, during an additional period ending on the earliest of the LTD Eligibility Date, the date of his death and the expiration of the Remaining Unexpired Employment Period. A termination of employment due until Executive is determined to disability under this section 10 shall be effected by joint notice of termination given to the Executive by the Company and the Bank and shall take effect on the later of the effective date of termination specified have a Disability as such term is defined in such notice or the date on which the notice of termination is deemed given to the ExecutiveSection 1(g).

Termination Due to Disability. The Bank and the Company may terminate the Executive's ’s employment upon a determination, by separate votes vote of a majority of the members Board of the Boards of Directors of the Company and the BankDirectors, acting in reliance on the written advice of a medical professional acceptable to themthe Board of Directors, that the Executive is suffering from a physical or mental impairment which, at the date of the determination, has prevented the Executive from performing his the Executive’s assigned duties on a substantially full-time basis for a period of at least one hundred and eighty (180) days during the one-year period of one (1) year ending with the date of the determination or is likely to result in death or prevent the Executive from performing his the Executive’s assigned duties on a substantially full-time basis for a period of at least one hundred and eighty (180) days during the period of one (1) year beginning with the date of the determinationdetermination (such impairment, the “Disability”). In such event: (a) The Bank and the Company shall pay and deliver to the Executive an amount equal to the sum of (i) base salary or other compensation earned through the date of termination, plus (ii) any other compensation and benefits as may be provided in accordance with the event terms and provisions of his death before payment, to his estate any applicable benefit plans and surviving dependents and beneficiaries, as applicable) programs of the Standard Termination EntitlementsCompany. (b) In addition to the Standard Termination Entitlementsamounts payable pursuant to Section 12.1(a), the Bank and the Company shall continue to pay the Executive his the Executive’s base salary, at the annual rate in effect for him the Executive immediately prior to the termination of his the Executive’s employment, during a period ending the Initial Continuation Period. The “Initial Continuation Period” shall commence on the date of termination of employment pursuant to Section 12.1 and shall end on the earliest of: (i) the expiration of one hundred and eighty (180) days after the date of termination of his the Executive’s employment; (ii) the date on which long-term disability insurance benefits are first payable to him the Executive under any long-term disability insurance plan (“LTD Plan”) covering employees of the Bank or the Company (the "“LTD Eligibility Date"”); (iii) the date of his the Executive’s death; and (iv) the expiration of the Remaining Unexpired Employment Period (the "Initial Continuation Period")Expiration Date. If the end of the Initial Continuation Period is neither the LTD Eligibility Date nor the date of his the Executive’s death, the Company and the Bank shall continue to pay the Executive his the Executive’s base salary, at an annual rate equal to sixty percent (60%) of the annual rate in effect for him the Executive immediately prior to the termination of his employmentthe Executive’s employment (the “60% AMOUNT”), during an additional period ending on the earliest of the LTD Eligibility Date, the date of his the Executive’s death and the expiration of Expiration Date. While receiving disability payments under such LTD Plan, the Remaining Unexpired Employment Period. A termination of employment due to disability under this section 10 Company shall be effected by joint notice of termination given pay to the Executive by an additional payment of such an amount, if any, as may be necessary so that the Company aggregate of such additional payment and the Bank Executive’s disability income payments will equal the 60% Amount, and the Executive shall take continue to participate in the Company’s benefit plans and to receive other benefits as specified in Section 3.2 until the Expiration Date, with all such benefits to be at the level in effect on, and at the same out-of-pocket cost to the Executive, as in effect on the later date of the effective date of termination specified in such notice or the date on which the notice of termination is deemed given to the ExecutiveDisability determination.

Termination Due to Disability. The Bank and the Company may terminate the Executive's employment upon a determination, by separate votes of a majority of the members of the Boards of Directors of the Company and the Bank, acting in reliance on the written advice of a medical professional acceptable to them, that the Executive is suffering from a physical or mental impairment which, at the date of the determination, has prevented the Executive from performing his assigned duties on a substantially full-time basis for a period of at least one hundred and eighty (180) days during the period of one (1) year ending with the date of the determination or is likely to result in death or prevent the Executive from performing his assigned duties on a substantially full-time basis for a period of at least one hundred and eighty (180) days during the period of one (1) year beginning with the date of the determination. In such event: (a) The Bank and the Company shall pay and deliver to the Executive (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicable) the Standard Termination Entitlements. (b) In addition to the Standard Termination Entitlements, the Bank and the Company shall continue to pay the Executive his base salary, at the annual rate in effect for him immediately prior to the termination of his employment, during a period ending on the earliest of: (i) the expiration of one hundred and eighty (180) days after the date of termination of his employment; (ii) the date on which long-long- term disability insurance benefits are first payable to him under any long-term disability insurance plan covering employees of the Bank or the Company (the "LTD Eligibility Date"); (iii) the date of his death; and (iv) the expiration of the Remaining Unexpired Employment Period (the "Initial Continuation Period"). If the end of the Initial Continuation Period is neither the LTD Eligibility Date nor the date of his death, the Company and the Bank shall continue to pay the Executive his base salary, at an annual rate equal to sixty percent (60%) of the annual rate in effect for him immediately prior to the termination of his employment, during an additional period ending on the earliest of the LTD Eligibility Date, the date of his death and the expiration of the Remaining Unexpired Employment Period. A termination of employment due to disability under this section 10 shall be effected by joint notice of termination given to the Executive by the Company and the Bank and shall take effect on the later of the effective date of termination specified in such notice or the date on which the notice of termination is deemed given to the Executive.

Termination Due to Disability. The Bank and the Company may terminate the Executive's ’s employment upon a determination, by separate votes vote of a majority of the members of the Boards Board of Directors of the Company and the Bank, acting in reliance on the written advice of a medical professional acceptable to them, that the Executive is suffering from a physical or mental impairment which, at the date of the determination, (i) has prevented the Executive from performing his assigned duties on a substantially full-time basis for a period of at least one hundred and eighty (180) days during the period of one (1) year period ending with the date of the determination determination, or (ii) is likely to result in death or prevent the Executive from performing his assigned duties on a substantially full-time basis for a period of at least one hundred and eighty (180) days during the period of one (1) year period beginning with the date of the determination. In such event: (a) The Bank and the Company shall pay and deliver to the Executive (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicable) the Standard Termination EntitlementsEntitlements within the time frames described in Section 9. (b) In addition to the Standard Termination Entitlements, the Bank and the Company shall continue to pay the Executive his base salary, at the annual rate in effect for him immediately prior to the termination of his employment, during for a period ending on the earliest of: (i) the expiration of one hundred and eighty (180) days after the date of termination of his employment; (ii) the date on which long-term disability insurance benefits are first payable to him under any long-term disability insurance plan covering employees of the Bank or the Company (the "“LTD Eligibility Date"”); (iii) the date of his death; and (iv) the expiration of the Remaining Unexpired Employment Period (the "“Initial Continuation Period"”). If the end of the Initial Continuation Period is neither the LTD Eligibility Date nor the date of his death, the Company and the Bank shall continue to pay the Executive his base salary, at an annual rate equal to sixty percent (60%) of the annual rate in effect for him immediately prior to the termination of his employment, during an additional period ending on the earliest of the LTD Eligibility Date, the date of his death and the expiration of the Remaining Unexpired Employment Period. (c) Notwithstanding anything in this Agreement to the contrary, in the event the Executive does not cooperate with a medical professional, as described in Section 10 of this Agreement, or if the Executive does not consent to sharing the medical professional’s findings with the Board of Directors, no disability benefit shall be paid to the Executive pursuant to this Agreement. A termination of employment due to disability under this section Section 10 shall be effected by joint notice of termination given to the Executive by the Company and the Bank and shall take effect on the later of the effective date of termination specified in such notice or the date on which the notice of termination is deemed given to the Executive.

Termination Due to Disability. The Bank and the Company may terminate the Executive's employment upon a determination, by separate votes vote of a majority of the members of the Boards Board of Directors of the Company and the BankCompany, acting in reliance on the written advice of a medical professional acceptable to them, that the Executive is suffering from a physical or mental impairment which, at the date of the determination, has prevented the Executive from performing his assigned duties on a substantially full-time basis for a period of at least one hundred and eighty (180) days during the period of one (1) year ending with the date of the determination or is likely to result in death or prevent the Executive from performing his assigned duties on a substantially full-time basis for a period of at least one hundred and eighty (180) days during the period of one (1) year beginning with the date of the determination. In such event: (a) The Bank and the Company shall pay and deliver to the Executive (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicable) the Standard Termination Entitlements. (b) In addition to the Standard Termination Entitlements, the Bank and the Company shall continue to pay the Executive his base salary, at the annual rate in effect for him immediately prior to the termination of his employment, during a period ending on the earliest of: (i) the expiration of one hundred and eighty (180) days after the date of termination of his employment; (ii) the date on which long-term disability insurance benefits are first payable to him under any long-term disability insurance plan covering employees of the Bank or the Company (the "LTD Eligibility Date"); (iii) the date of his death; and (iv) the expiration of the Remaining Unexpired Employment Period (the "Initial Continuation Period"). If the end of the Initial Continuation Period is neither the LTD Eligibility Date nor the date of his death, the Company and the Bank shall continue to pay the Executive his base salary, at an annual rate equal to sixty percent (60%) of the annual rate in effect for him immediately prior to the termination of his employment, during an additional period ending on the earliest of the LTD Eligibility Date, the date of his death and the expiration of the Remaining Unexpired Employment Period. A termination of employment due to disability under this section 10 shall be effected by joint notice of termination given to the Executive by the Company and the Bank and shall take effect on the later of the effective date of termination specified in such notice or the date on which the notice of termination is deemed given to the Executive.

Termination Due to Disability. The Bank and the Company may terminate the Executive's ’s employment upon a determination, by separate votes vote of a majority of the members of the Boards Board of Directors of the Company and the Bank, acting in reliance on the written advice of a medical professional acceptable to them, that the Executive is suffering from a physical or mental impairment which, at the date of the determination, has prevented the Executive from performing his assigned duties on a substantially full-time basis for a period of at least one hundred and eighty (180) days during the period of one (1) year ending with the date of the determination or is likely to result in death or prevent the Executive from performing his assigned duties on a substantially full-time basis for a period of at least one hundred and eighty (180) days during the period of one (1) year beginning with the date of the determination. In such event: (a) The Bank and the Company shall pay and deliver to the Executive (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicable) the Standard Termination EntitlementsEntitlements within the timeframes contained in section 9. (b) In addition to the Standard Termination Entitlements, the Bank and the Company shall continue to pay the Executive his base salary, at the annual rate in effect for him immediately prior to the termination of his employment, during a period ending on the earliest of: (i) the expiration of one hundred and eighty (180) days after the date of termination of his employment; (ii) the date on which long-term disability insurance benefits are first payable to him under any long-term disability insurance plan covering employees of the Bank or the Company (the "“LTD Eligibility Date"”); (iii) the date of his death; and (iv) the expiration of the Remaining Unexpired Employment Period (the "“Initial Continuation Period"”). If the end of the Initial Continuation Period is neither the LTD Eligibility Date nor the date of his death, the Company and the Bank shall continue to pay the Executive his base salary, at an annual rate equal to sixty percent (60%) of the annual rate in effect for him immediately prior to the termination of his employment, during an additional period ending on the earliest of the LTD Eligibility Date, the date of his death and the expiration of the Remaining Unexpired Employment Period. A termination of employment due to disability under this section 10 shall be effected by joint notice of termination given to the Executive by the Company and the Bank and shall take effect on the later of the effective date of termination specified in such notice or the date on which the notice of termination is deemed given to the Executive. The Executive, the Company and the Bank agree that the termination benefits described in this section 10 are intended to be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(4) as short-term deferrals or pursuant to Treasury Regulation Section 1.409A-1(b)(1) as non-taxable benefits.

Termination Due to Disability. The Bank and the Company may terminate the Executive's employment upon a determination, by separate votes of a majority of the members of the Boards of Directors of the Company and the Bank, acting in reliance on the written advice of a medical professional acceptable to them, determination that the Executive is suffering from a has become disabled. For purposes of this Agreement, disability means any medically determinable physical or mental impairment which, at the date of the determination, has prevented the Executive from performing his assigned duties on a substantially full-time basis for a period of at least one hundred and eighty (180) days during the period of one (1) year ending with the date of the determination or is likely that can be expected to result in death or prevent can be expected to last for a continuous period of not less than twelve (12) months that: (i) renders the Executive from performing his assigned duties on a substantially full-time basis unable to engage in any substantial gainful activity, or (ii) causes the Executive to receive income replacement benefits for a period of at least one hundred not less than three (3) months under an accident and eighty (180) days during the period of one (1) year beginning with the date health plan of the determinationBank covering the Executive. In such event: (a) The Bank and the Company shall pay and deliver to the Executive an amount equal to the sum of (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicablei) the Standard Termination Entitlementsbase salary or other compensation earned through the date of termination, plus (ii) any other compensation and benefits as may be provided in accordance with the terms and provisions of any applicable plans and programs of the Bank. (b) In addition to the Standard Termination Entitlementsamounts payable pursuant to Section 11.1(a), the Bank and the Company shall continue to pay the Executive his her base salary, at the annual rate in effect for him her immediately prior to the termination of his her employment, during a period ending the “Initial Continuation Period.” The “Initial Continuation Period” shall commence on the date of termination of employment pursuant to Section 11.1 and shall end on the earliest of: (i) the expiration of one hundred and eighty (180) days after the date of termination of his her employment; (ii) the date on which long-term disability insurance benefits are first payable to him her under any long-term disability insurance plan covering employees of the Bank or the Company (the "“LTD Eligibility Date"”); (iii) the date of his her death; and (iv) the expiration of the Remaining Unexpired Employment Period (the "Initial Continuation Period")Expiration Date. If the end of the Initial Continuation Period is neither the LTD Eligibility Date nor the date of his her death, the Company and the Bank shall continue to pay the Executive his her base salary, at an annual rate equal to sixty percent (60%) of the annual rate in effect for him her immediately prior to the termination of his employmenther employment (the “60% Rate”), during an additional period ending on the earliest of the LTD Eligibility Date, the date of his her death and the expiration Expiration Date. (c) The Executive shall be entitled to continuation of the Remaining Unexpired Employment Period. A Executive’s medical benefits at the level in effect on, and at the same out-of-pocket cost to the Executive as of, the date of termination for the one-year period following termination of the Executive’s employment due to disability under pursuant to this section 10 shall be effected by joint notice of termination given to the Executive by the Company and the Bank and shall take effect on the later of the effective date of termination specified in such notice or the date on which the notice of termination is deemed given to the ExecutiveSection 11.

Termination Due to Disability. The Bank and the Company may terminate the Executive's ’s employment upon a determination, by separate votes vote of a majority of the members of the Boards Board of Directors of the Company and the Bank, acting in reliance on the written advice of a medical professional acceptable to them, that the Executive is suffering from a physical or mental impairment which, at the date of the determination, has prevented the Executive from performing his assigned duties on a substantially full-time basis for a period of at least one hundred and eighty (180) days during the period of one (1) year ending with the date of the determination or is likely to result in death or prevent the Executive from performing his assigned duties on a substantially full-time basis for a period of at least one hundred and eighty (180) days during the period of one (1) year beginning with the date of the determination. In such event: (a) The Bank and the Company shall pay and deliver to the Executive (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicable) the Standard Termination EntitlementsEntitlements within the timeframes contained in section 9. (b) In addition to the Standard Termination Entitlements, the Bank and the Company shall continue to pay the Executive his base salary, at the annual rate in effect for him immediately prior to the termination of his employment, during a period ending on the earliest of: (i) the expiration of one hundred and eighty (180) days after the date of termination of his employment; (ii) the date on which long-term disability insurance benefits are first payable to him under any long-term disability insurance plan covering employees of the Bank or the Company (the "“LTD Eligibility Date"”); (iii) the date of his death; and (iv) the expiration of the Remaining Unexpired Employment Period (the "“Initial Continuation Period"”). If the end of the Initial Continuation Period is neither the LTD Eligibility Date nor the date of his death, the Company and the Bank shall continue to pay the Executive his base salary, at an annual rate equal to sixty percent (60%) of the annual rate in effect for him immediately prior to the termination of his employment, during an additional period ending on the earliest of the LTD Eligibility Date, the date of his death and the expiration of the Remaining Unexpired Employment Period. A termination of employment due to disability under this section 10 shall be effected by joint notice of termination given to the Executive by the Company and the Bank and shall take effect on the later of the effective date of termination specified in such notice or the date on which the notice of termination is deemed given to the Executive.

Termination Due to Disability. The Bank and the Company may terminate the Executive's employment upon a determination, by separate votes of a majority of the members of the Boards of Directors of the Company and the Bank, acting in reliance on the written advice of a medical professional acceptable to them, that the Executive is suffering from a physical or mental impairment which, at the date of the determination, has prevented the Executive from performing his her assigned duties on a substantially full-time basis for a period of at least one hundred and eighty (180) days during the period of one (1) year ending with the date of the determination or is likely to result in death or prevent the Executive from performing his her assigned duties on a substantially full-time basis for a period of at least one hundred and eighty (180) days during the period of one (1) year beginning with the date of the determination. In such event: (a) The Bank and the Company shall pay and deliver to the Executive (or in the event of his her death before payment, to his her estate and surviving dependents and beneficiaries, as applicable) the Standard Termination Entitlements. (b) In addition to the Standard Termination Entitlements, the Bank and the Company shall continue to pay the Executive his her base salary, at the annual rate in effect for him her immediately prior to the termination of his her employment, during a period ending on the earliest of: (i) the expiration of one hundred and eighty (180) days after the date of termination of his her employment; (ii) the date on which long-term disability insurance benefits are first payable to him her under any long-term disability insurance plan covering employees of the Bank or the Company (the "LTD Eligibility Date"); (iii) the date of his her death; and (iv) the expiration of the Remaining Unexpired Employment Period (the "Initial Continuation Period"). If the end of the Initial Continuation Period is neither the LTD Eligibility Date nor the date of his her death, the Company and the Bank shall continue to pay the Executive his her base salary, at an annual rate equal to sixty percent (60%) of the annual rate in effect for him her immediately prior to the termination of his her employment, during an additional period ending on the earliest of the LTD Eligibility Date, the date of his her death and the expiration of the Remaining Unexpired Employment Period. A termination of employment due to disability under this section 10 shall be effected by joint notice of termination given to the Executive by the Company and the Bank and shall take effect on the later of the effective date of termination specified in such notice or the date on which the notice of termination is deemed given to the Executive.

Termination Due to Disability. The Bank Corporation and the Company Mortgage Corp. may terminate the Executive's employment upon a determination, by separate votes vote of a majority of the members of the Boards of Directors Corporation’s Board, or a majority of the Company and members of the BankCompensation Committee or Executive Committee thereof, acting in reliance on the written advice of a medical professional acceptable to themit, that the Executive is suffering from a physical or mental impairment which, at the date of the determination, has prevented the Executive from performing his assigned duties on a substantially full-time basis for a period of at least one hundred and eighty sixty (18060) days during the period of one six (16) year months ending with the date of the determination or is likely to result in death or prevent the Executive from performing his assigned duties on a substantially full-time basis for a period of at least one hundred and eighty (180) days during the period of one six (16) year months beginning with the date of the determination. In such event: (a) The Bank and the Company Corporation or Mortgage Corp. shall pay and deliver to the Executive (or in the event of his death before payment, to his estate and estate, surviving dependents and or beneficiaries, as applicable) the Standard Termination Entitlements. (b) In addition to the Standard Termination Entitlements, the Bank and the Company Corporation or Mortgage Corp. shall continue to pay the Executive his base salary, at the annual rate in effect for him immediately prior to the termination of his employment, during a period ending on the earliest of: (i) the expiration of one hundred and eighty (180) days after the date of termination of his employment; (ii) the date on which long-term disability insurance benefits are first payable to him under any long-term disability insurance plan covering employees of the Bank Corporation or the Company Mortgage Corp. (the "LTD Eligibility Date"); (iii) the date of his death; and (iv) the expiration of the Remaining Unexpired Employment Period (the "Initial Continuation Period"). If the end of the Initial Continuation Period is neither the LTD Eligibility Date nor the date of his death, the Company and the Bank Corporation or Mortgage Corp. shall continue to pay the Executive his base salary, at an annual rate equal to sixty percent (60%) of the annual rate in effect for him immediately prior to the termination of his employment, during an additional period ending on the earliest of the LTD Eligibility Date, the date of his death and the expiration of the Remaining Unexpired Employment Period. A termination of employment due to disability under this section 10 shall be effected by joint notice of termination given to the Executive by the Company Corporation and the Bank Mortgage Corp. and shall take effect on the later of the effective date of termination specified in such notice or sixty (60) days after the date on which the notice of termination is deemed given to the Executive.

Termination Due to Disability. after Change of Control or -------------------------------------------------------- Pending Change of Control. ------------------------- The Bank and the Company may terminate the ExecutiveOfficer's employment during the Term and after the occurrence of a Change of Control or a Pending Change of Control upon a determination, by separate votes of a majority vote of the members of the Boards Board of Directors of the Company and the Bank, acting in reliance on the written advice of a medical professional acceptable to themit, that the Executive Officer is suffering from a physical or mental impairment which, at the date of the determination, has prevented the Executive Officer from performing his assigned duties on a substantially full-time basis for a period of at least one hundred and eighty ninety (18090) days during the period of one (1) year ending with the date of the determination or is likely to result in death or prevent the Executive Officer from performing his assigned duties on a substantially full-time basis for a period of at least one hundred and eighty ninety (18090) days during the period of one (1) year beginning with the date of the determination. In such event: (a) The Bank and the Company shall pay and deliver to the Executive Officer (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicable) the Standard Termination Entitlements. (b) In addition to the Standard Termination Entitlements, the Bank and the Company shall continue to pay the Executive Officer his base salary, at the annual rate in effect for him immediately prior to the termination of his employment, during a period ending on the earliest of: (i) the expiration of one hundred and eighty ninety (18090) days after the date of termination of his employment; (ii) the date on which long-term disability insurance benefits are first payable to him under any long-term disability insurance plan covering employees of the Bank or the Company (the "LTD Eligibility Date"); (iii) the date of his death; and (iv) the expiration of the Remaining Unexpired Employment Assurance Period (the "Initial Continuation Period"); and (v) within 2 1/2 months following the end of the taxable year of the Officer, Bank or the Company, whichever is longer, in which the termination event occurs. If the end of the Initial Continuation Period is neither the LTD Eligibility Date nor the date of his death, the Company and the Bank shall continue to pay the Executive Officer his base salary, at an annual rate equal to sixty percent (60%) of the annual rate in effect for him immediately prior to the termination of his employment, during an additional period ending on the earliest of the LTD Eligibility Date, the date of his death and the expiration of the Remaining Unexpired Employment Assurance Period. A termination of employment due to disability under this section 10 shall be effected by joint notice of termination given to the Executive by the Company and the Bank and shall take effect on the later of the effective date of termination specified in such notice or the date on which the notice of termination is deemed given to the Executive.

Termination Due to Disability. The Bank and the Company may terminate the Executive's ’s employment upon a determination, by separate votes vote of a majority of the members of the Boards Board of Directors of the Company and the BankCompany, acting in reliance on the written advice of a medical professional acceptable to them, that the Executive is suffering from a physical or mental impairment which, at the date of the determination, has prevented the Executive from performing his assigned duties on a substantially full-time basis for a period of at least one hundred and eighty (180) days during the period of one (1) year ending with the date of the determination or is likely to result in death or prevent the Executive from performing his assigned duties on a substantially full-time basis for a period of at least one hundred and eighty (180) days during the period of one (1) year beginning with the date of the determination. In such event: (a) The Bank and the Company shall pay and deliver to the Executive (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicable) the Standard Termination EntitlementsEntitlements within the timeframes contained in section 9. (b) In addition to the Standard Termination Entitlements, the Bank and the Company shall continue to pay the Executive his base salary, at the annual rate in effect for him immediately prior to the termination of his employment, during a period ending on the earliest of: (i) the expiration of one hundred and eighty (180) days after the date of termination of his employment; (ii) the date on which long-term disability insurance benefits are first payable to him under any long-term disability insurance plan covering employees of the Bank or the Company (the "“LTD Eligibility Date"”); (iii) the date of his death; and (iv) the expiration of the Remaining Unexpired Employment Period (the "“Initial Continuation Period"”). If the end of the Initial Continuation Period is neither the LTD Eligibility Date nor the date of his death, the Company and the Bank shall continue to pay the Executive his base salary, at an annual rate equal to sixty percent (60%) of the annual rate in effect for him immediately prior to the termination of his employment, during an additional period ending on the earliest of the LTD Eligibility Date, the date of his death and the expiration of the Remaining Unexpired Employment Period. A termination of employment due to disability under this section 10 shall be effected by joint notice of termination given to the Executive by the Company and the Bank and shall take effect on the later of the effective date of termination specified in such notice or the date on which the notice of termination is deemed given to the Executive. The Executive, the Company and the Bank agree that the termination benefits described in this section 10 are intended to be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(4) as short-term deferrals or pursuant to Treasury Regulation Section 1.409A-1(b)(1) as non-taxable benefits.

Termination Due to Disability. The Bank and the Company may terminate the Executive's employment upon a determination, by separate votes vote of a majority of the members of the Boards of Directors of the Company and the BankBoard, acting in reliance on the written advice of a medical professional acceptable to themthe Board, that the Executive is suffering from a physical or mental impairment which, at the date of the determination, has prevented the Executive from performing his the Executive's assigned duties on a substantially full-time basis for a period of at least one hundred and eighty (180) days during the period of one (1) year ending with the date of the determination or is likely to result in death or prevent the Executive from performing his the Executive's assigned duties on a substantially full-time basis for a period of at least one hundred and eighty (180) days during the period of one (1) year beginning with the date of the determinationdetermination (such impairment, the "Disability"). In such event: (a) The Bank and the Company shall pay and deliver to the Executive an amount equal to the sum of (i) base salary or other compensation earned through the date of termination, plus (ii) any other compensation and benefits as may be provided in accordance with the event terms and provisions of his death before paymentany applicable plans and programs, to his estate and surviving dependents and beneficiariesif any, as applicable) of the Standard Termination EntitlementsCompany. (b) In addition to the Standard Termination Entitlementsamounts payable pursuant to Section 12.1(a), the Bank and the Company shall continue to pay the Executive his the Executive's base salary, at the annual rate in effect for him the Executive immediately prior to the termination of his the Executive's employment, during a period ending the Initial Continuation Period. The "Initial Continuation Period" shall commence on the date of termination of employment pursuant to Section 12.1 and shall end on the earliest of: (i) the expiration of one hundred and eighty (180) days after the date of termination of his the Executive's employment; (ii) the date on which long-term disability insurance benefits are first payable to him the Executive under any long-term disability insurance plan ("LTD Plan") covering employees of the Bank or the Company (the "LTD Eligibility Date"); (iii) the date of his the Executive's death; and (iv) the expiration of the Remaining Unexpired Employment Period (the "Initial Continuation Period")Expiration Date. If the end of the Initial Continuation Period is neither the LTD Eligibility Date nor the date of his the Executive's death, the Company and the Bank shall continue to pay the Executive his the Executive's base salary, at an annual rate equal to sixty percent (60%) of the annual rate in effect for him the Executive immediately prior to the termination of his employmentthe Executive's employment (the "60% Amount"), during an additional period ending on the earliest of the LTD Eligibility Date, the date of his the Executive's death and the expiration of Expiration Date. While receiving disability payments under such LTD Plan, the Remaining Unexpired Employment Period. A termination of employment due to disability under this section 10 Company shall be effected by joint notice of termination given pay to the Executive by an additional payment of such an amount, if any, as may be necessary so that the Company aggregate of such additional payment and the Bank Executive's disability income payments will equal the 60% Amount, and the Executive shall take continue to participate in the Company's benefit plans and to receive other benefits as specified in Section 3.2 until the Expiration Date, with all such benefits to be at the level in effect on on, and at the later of same out-of-pocket cost to the effective Executive as of, the date of termination specified in such notice or the date on which the notice of termination is deemed given to the ExecutiveDisability.

Termination Due to Disability. The Bank and the Company may terminate the Executive's employment upon a determination, by separate votes vote of a majority of the members of the Boards Board of Directors of the Company and the BankCompany, acting in reliance on the written advice of a medical professional acceptable to them, that the Executive is suffering from a physical or mental impairment which, at the date of the determination, has prevented the Executive from performing his assigned duties on a substantially full-time basis for a period of at least one hundred and eighty (180) days during the period of one (1) year ending with the date of the determination or is likely to result in death or prevent the Executive from performing his assigned duties on a substantially full-time basis for a period of at least one hundred and eighty (180) days during the period of one (1) year beginning with the date of the determination. In such event: (a) The Bank and the Company shall pay and deliver to the Executive (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicable) the Standard Termination EntitlementsEntitlements within the timeframes contained in section 9. (b) In addition to the Standard Termination Entitlements, the Bank and the Company shall continue to pay the Executive his base salary, at the annual rate in effect for him immediately prior to the termination of his employment, during a period ending on the earliest of: (i) the expiration of one hundred and eighty (180) days after the date of termination of his employment; (ii) the date on which long-term disability insurance benefits are first payable to him under any long-term disability insurance plan covering employees of the Bank or the Company (the "LTD Eligibility Date"); (iii) the date of his death; and (iv) the expiration of the Remaining Unexpired Employment Period (the "Initial Continuation Period"). If the end of the Initial Continuation Period is neither the LTD Eligibility Date nor the date of his death, the Company and the Bank shall continue to pay the Executive his base salary, at an annual rate equal to sixty percent (60%) of the annual rate in effect for him immediately prior to the termination of his employment, during an additional period ending on the earliest of the LTD Eligibility Date, the date of his death and the expiration of the Remaining Unexpired Employment Period. A termination of employment due to disability under this section 10 shall be effected by joint notice of termination given to the Executive by the Company and the Bank and shall take effect on the later of the effective date of termination specified in such notice or the date on which the notice of termination is deemed given to the Executive.

Termination Due to Disability. The Bank and the Company may terminate the Executive's ’s employment upon a determination, by separate votes vote of a majority of the members of the Boards Board of Directors of the Company and the BankCompany, acting in reliance on the written advice of a medical professional acceptable to them, that the Executive is suffering from a physical or mental impairment which, at the date of the determination, has prevented the Executive from performing his assigned duties on a substantially full-time basis for a period of at least one hundred and eighty (180) days during the period of one (1) year ending with the date of the determination or is likely to result in death or prevent the Executive from performing his assigned duties on a substantially full-time basis for a period of at least one hundred and eighty (180) days during the period of one (1) year beginning with the date of the determination. In such event: (a) The Bank and the Company shall pay and deliver to the Executive (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicable) the Standard Termination EntitlementsEntitlements within the timeframes contained in section 9. (b) In addition to the Standard Termination Entitlements, the Bank and the Company shall continue to pay the Executive his base salary, at the annual rate in effect for him immediately prior to the termination of his employment, during a period ending on the earliest of: (i) the expiration of one hundred and eighty (180) days after the date of termination of his employment; (ii) the date on which long-term disability insurance benefits are first payable to him under any long-term disability insurance plan covering employees of the Bank or the Company (the "“LTD Eligibility Date"”); (iii) the date of his death; and (iv) the expiration of the Remaining Unexpired Employment Period (the "“Initial Continuation Period"). If the end of the Initial Continuation Period is neither the LTD Eligibility Date nor the date of his death, the Company and the Bank shall continue to pay the Executive his base salary, at an annual rate equal to sixty percent (60%) of the annual rate in effect for him immediately prior to the termination of his employment, during an additional period ending on the earliest of the LTD Eligibility Date, the date of his death and the expiration of the Remaining Unexpired Employment Period. A termination of employment due to disability under this section 10 shall be effected by joint notice of termination given to the Executive by the Company and the Bank and shall take effect on the later of the effective date of termination specified in such notice or the date on which the notice of termination is deemed given to the Executive.

Termination Due to Disability. The Bank and the Company may terminate the Executive's ’s employment upon a determination, by separate votes vote of a majority of the members of the Boards of Directors Company Board, or the members of the Company and the BankCompensation Committee or Executive Committee thereof, acting in reliance on the written advice of a medical professional acceptable to them, that the Executive is suffering from a physical or mental impairment which, at the date of the determination, has prevented the Executive from performing his assigned duties on a substantially full-time basis for a period of at least one hundred and eighty sixty (18060) days during the period of one six (16) year months ending with the date of the determination or is likely to result in death or prevent the Executive from performing his assigned duties on a substantially full-time basis for a period of at least one hundred and eighty leastsixty (18060) days during the period of one six (16) year months beginning with the date of the determination. In such event: (a) The Bank and the Company shall pay and deliver to the Executive (or in the event of his death before payment, to his estate and estate, surviving dependents and or beneficiaries, as applicable) the Standard Termination Entitlements. (b) In addition to the Standard Termination Entitlements, Entitlements (i) the Signing Bonus and the Initial Stock Options shall continue to vest as if the Executive remained in the active service of the Bank and the Company shall continue to pay the Executive his base salary, at the annual rate in effect for him immediately prior to the termination of his employment, during a period ending on the earliest of: (i) the expiration of one hundred and eighty (180) days after the date of termination of his employment; (ii) upon the date on which long-term disability insurance benefits are first payable Executive’s death prior to him under full vesting, any long-term disability insurance plan covering employees unvested portion of the Bank or Signing Bonus and the Company (Initial Stock Options shall vest as of the "LTD Eligibility Date"); (iii) the Executive’s date of his death; and (iv) the expiration of the Remaining Unexpired Employment Period (the "Initial Continuation Period"). If the end of the Initial Continuation Period is neither the LTD Eligibility Date nor the date of his death, the Company and the Bank shall continue to pay the Executive his base salary, at an annual rate equal to sixty percent (60%) of the annual rate in effect for him immediately prior to the termination of his employment, during an additional period ending on the earliest of the LTD Eligibility Date, the date of his death and the expiration of the Remaining Unexpired Employment Period. A termination of employment due to disability under this section 10 shall be effected by joint notice of termination given to the Executive by the Company Bank and the Bank Company and shall take effect on the later of the effective date of termination specified in such notice or sixty (60) days after the date on which the notice of termination is deemed given to the Executive.