Common use of Without Cause or With Good Reason Clause in Contracts

Without Cause or With Good Reason. i. In addition to termination pursuant to Sections 11(a) through 11(e), the Board may, by written notice to Executive, immediately terminate his employment at any time for a reason other than Cause (a termination “Without Cause”) and Executive may, by written notice to the Board, terminate his employment under this Agreement for “Good Reason,” as defined below (a termination “With Good Reason”). ii. Subject to Section 12 of this Agreement, in the event of termination under this Section 11(f), Executive shall be entitled to receive his base salary in effect as of his termination date for the remaining term of the Agreement paid in one lump sum within ten (10) calendar days of such termination. Also, in such event, Executive shall, for the remaining term of the Agreement, receive the benefits he would have received during the remaining term of the Agreement under any retirement programs (whether tax-qualified or non-qualified) in which Executive participated prior to his termination (with the amount of the benefits determined by reference to the benefits received by the Executive or accrued on his behalf under such programs during the twelve (12) months preceding his termination) and continue to participate in any benefit plans of the Company or its subsidiaries that provide health (including medical and dental), or life insurance, or similar coverage upon terms no less favorable than the most favorable terms provided to senior executives of the Company or its subsidiaries during such period. In the event that the Company is unable to provide such coverage by reason of Executive no longer being an employee, the Company or its subsidiaries shall provide Executive with comparable coverage on an individual policy basis. iii. For purposes of this Agreement “Good Reason” shall mean the occurrence of any of the following events without the Executive’s consent:

Without Cause or With Good Reason. i. In addition to termination pursuant to Sections 11(a) through 11(e)) the Board, the Board may, by written notice to Executive, immediately terminate his employment at any time for a reason other than Cause (a termination “Without Cause”) and Executive may, by written notice to the Board, immediately terminate his employment under this Agreement for at any time within ninety (90) days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”). ii. Subject to Section 12 of this Agreement, in the event of termination under this Section 11(f), Executive shall be entitled to receive his base salary in effect as of his termination date for the remaining term of the Agreement paid in one lump sum within ten (10) calendar days of such termination. Also, in such event, Executive shall, for the remaining term of the Agreement, receive the benefits he would have received during the remaining term of the Agreement under any retirement programs (whether tax-qualified or non-qualified) in which Executive participated prior to his termination (with the amount of the benefits determined by reference to the benefits received by the Executive or accrued on his behalf under such programs during the twelve (12) months preceding his termination) and continue to participate in any benefit plans of the Company or its subsidiaries and the Bank that provide health (including medical and dental), life or life disability insurance, or similar coverage upon terms no less favorable than the most favorable terms provided to senior executives of the Company or its subsidiaries and the Bank during such period. In the event that the Company is and the Bank are unable to provide such coverage by reason of Executive no longer being an employee, the Company or its subsidiaries and the Bank shall provide Executive with comparable coverage on an individual policy basis. iii. For purposes of this Agreement “Good Reason” shall mean the occurrence of any of the following events without the Executive’s consent:

Without Cause or With Good Reason. i. In addition to termination pursuant to Sections 11(a) through 11(e)) the Boards, the Board may, by written notice to Executive, immediately terminate his employment at any time for a reason other than Cause (a termination “Without Cause”) and Executive may, by written notice to the Board, immediately terminate his employment under this Agreement for at any time within ninety (90) days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”). ii. Subject to Section 12 of this Agreement, in the event of termination under this Section 11(f), Executive shall be entitled to receive his base salary in effect as of his termination date for the remaining term of the Agreement paid in one lump sum within ten (10) calendar days of such termination. Also, in such event, Executive shall, for the remaining term of the Agreement, receive the benefits he would have received during the remaining term of the Agreement under any retirement programs (whether tax-qualified or non-qualified) in which Executive participated prior to his termination (with the amount of the benefits determined by reference to the benefits received by the Executive or accrued on his behalf under such programs during the twelve (12) months preceding his termination) and continue to participate in any benefit plans of the Bank or the Company or its subsidiaries that provide health (including medical and dental), or life insurance, or similar coverage upon terms no less favorable than the most favorable terms provided to senior executives of the Company or its subsidiaries during such period. In the event that the Company is or the Bank are unable to provide such coverage by reason of Executive no longer being an employee, the Company or its subsidiaries shall provide Executive with comparable coverage on an individual policy basis. iii. For purposes of this Agreement “Good Reason” shall mean the occurrence of any of the following events without the Executive’s consent:

Without Cause or With Good Reason. i. In addition to termination pursuant to Sections 11(a) through 11(e)) the Board, the Board may, by written notice to Executive, immediately terminate his employment at any time for a reason other than Cause (a termination “Without Cause”) and Executive may, by written notice to the Board, immediately terminate his employment under this Agreement for at any time within ninety (90) days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”). ii. Subject to Section 12 of this Agreement, in the event of termination under this Section 11(f), Executive shall be entitled to receive his base salary in effect as of his termination date for the remaining term of the Agreement paid in one lump sum within ten (10) calendar days of such termination. Also, in such event, Executive shall, for the remaining term of the Agreement, receive the benefits he would have received during the remaining term of the Agreement under any retirement programs (whether tax-qualified or non-qualified) in which Executive participated prior to his termination (with the amount of the benefits determined by reference to the benefits received by the Executive or accrued on his behalf under such programs during the twelve (12) months preceding his termination) and continue to participate in any benefit plans of the Company or its subsidiaries affiliates that provide health (including medical and dental), or life insurance, or similar coverage upon terms no less favorable than the most favorable terms provided to senior executives of the Company or its subsidiaries affiliates during such period. In the event that the Company is or its affiliates are unable to provide such coverage by reason of Executive no longer being an employee, the Company or its subsidiaries shall provide Executive with comparable coverage on an individual policy basis. iii. For purposes of this Agreement “Good Reason” shall mean the occurrence of any of the following events without the Executive’s consent:

Without Cause or With Good Reason. i. In addition to termination pursuant to Sections 11(a) through 11(e)) the Boards, the Board may, by written notice to Executive, immediately terminate his employment at any time for a reason other than Cause (a termination “Without Cause”) and Executive may, by written notice to the Board, immediately terminate his employment under this Agreement for at any time within ninety (90) days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”). ii. Subject to Section 12 of this Agreement, in the event of termination under this Section 11(f), Executive shall be entitled to receive his base salary in effect as of his termination date for the remaining term of the Agreement paid in one lump sum within ten (10) calendar days of such termination. Also, in such event, Executive shall, for the remaining term of the Agreement, receive the benefits he would have received during the remaining term of the Agreement under any retirement programs (whether tax-qualified or non-qualified) in which Executive participated prior to his termination (with the amount of the benefits determined by reference to the benefits received by the Executive or accrued on his behalf under such programs during the twelve (12) months preceding his termination) and continue to participate in any benefit plans of the Company or its subsidiaries Bank that provide health (including medical and dental), or life insurance, or similar coverage upon terms no less favorable than the most favorable terms provided to senior executives of the Company or its subsidiaries Bank during such period. In the event that the Company is Bank are unable to provide such coverage by reason of Executive no longer being an employee, the Company or its subsidiaries Bank shall provide Executive with comparable coverage on an individual policy basis. iii. For purposes of this Agreement “Good Reason” shall mean the occurrence of any of the following events without the Executive’s consent:

Without Cause or With Good Reason. i. In addition to termination pursuant to Sections 11(a) through 11(e)) the Boards, the Board may, by written notice to Executive, immediately terminate his employment at any time for a reason other than Cause (a termination “Without Cause”) and Executive may, by written notice to the Board, immediately terminate his employment under this Agreement for at any time within ninety (90) days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”). ii. Subject to Section 12 of this Agreement, in the event of termination under this Section 11(f), Executive shall be entitled to receive his base salary in effect as of his termination date for the remaining term of the Agreement paid in one lump sum within ten (10) calendar days of such termination. Also, in such event, Executive shall, for the remaining term of the Agreement, receive the benefits he would have received during the remaining term of the Agreement under any retirement programs (whether tax-qualified or non-qualified) in which Executive participated prior to his termination (with the amount of the benefits determined by reference to the benefits received by the Executive or accrued on his behalf under such programs during the twelve (12) months preceding his termination) and continue to participate in any benefit plans of the Company or its subsidiaries Association that provide health (including medical and dental), or life insurance, or similar coverage upon terms no less favorable than the most favorable terms provided to senior executives of the Company or its subsidiaries Association during such period. In the event that the Company is Association are unable to provide such coverage by reason of Executive no longer being an employee, the Company or its subsidiaries Association shall provide Executive with comparable coverage on an individual policy basis. iii. For purposes of this Agreement “Good Reason” shall mean the occurrence of any of the following events without the Executive’s consent:

Without Cause or With Good Reason. i. 10.6.1 In addition to termination pursuant to Sections 11(a) 10.1 through 11(e)10.5 the Board, the Board may, by written notice to Executive, immediately terminate his employment at any time for a reason other than Cause (a termination “"Without Cause”") and Executive may, by written notice to the Board, immediately terminate his employment under this Agreement for “at any time within ninety (90) days following an event constituting "Good Reason,” " as defined below (a termination “"With Good Reason”"). ii. 10.6.2 Subject to Section 12 11 of this Agreement, in the event of termination under this Section 11(f)10.6, Executive shall be entitled to receive his a payment equal to the base salary in effect as of (determined by reference to the Executive base salary on the termination date) and bonuses (determined by reference to the Executive's average bonus over the three (3) years preceding his termination date for or such lesser period as he was employed by the Association) that would otherwise have been payable over the remaining term of the Agreement Agreement. Such amount shall be paid in one lump sum within ten (10) calendar days of such termination. Also, in such event, Executive shall, for the remaining term of the Agreement, receive the benefits he would have received during the remaining term of the Agreement under any retirement programs (whether tax-qualified or non-qualifiednonqualified) in which Executive participated prior to his termination (with the amount of the benefits determined by reference to the benefits received by the Executive or accrued on his behalf under such programs during the twelve (12) months preceding his termination) and continue to participate in any benefit plans of the Company or its subsidiaries and the Association that provide health (including medical and dental), or life insurancelife, or similar coverage upon terms no less favorable than the most favorable terms provided to senior executives of the Company or its subsidiaries and the Association during such period. In the event that the Company is and the Association are unable to provide such coverage by reason of Executive no longer being an employee, the Company or its subsidiaries and the Association shall provide Executive with comparable coverage on an individual policy basis. iii. For purposes of this Agreement “Good Reason” shall mean the occurrence of any of the following events without the Executive’s consent:

Without Cause or With Good Reason. i. In addition to termination pursuant to Sections 11(a) through 11(e)) the Boards, the Board may, by written notice to Executive, immediately terminate his employment at any time for a reason other than Cause (a termination “Without Cause”) and Executive may, by written notice to the Board, immediately terminate his employment under this Agreement for at any time within ninety (90) days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”). ii. Subject to Section 12 of this Agreement, in the event of termination under this Section 11(f), Executive shall be entitled to receive his base salary in effect as of his termination date for the remaining term of the Agreement paid in one lump sum within ten (10) calendar days of such termination. Also, in such event, Executive shall, for the remaining term of the Agreement, receive the benefits he would have received during the remaining term of the Agreement under any retirement programs (whether tax-qualified or non-qualified) in which Executive participated prior to his termination (with the amount of the benefits determined by reference to the benefits received by the Executive or accrued on his behalf under such programs during the twelve (12) months preceding his termination) and continue to participate in any benefit plans of the Company or its subsidiaries the Bank that provide health (including medical and dental), life or life disability insurance, or similar coverage upon terms no less favorable than the most favorable terms provided to senior executives of the Company or its subsidiaries and the Bank during such period. In the event that the Company is and the Bank are unable to provide such coverage by reason of Executive no longer being an employee, the Company or its subsidiaries and the Bank shall provide Executive with comparable coverage on an individual policy basis. iii. For purposes of this Agreement “Good Reason” shall mean the occurrence of any of the following events without the Executive’s consent:

Without Cause or With Good Reason. i. In addition to termination pursuant to Sections 11(a) through 11(e)) the Boards, the Board may, by written notice to Executive, immediately terminate his employment at any time for a reason other than Cause (a termination “Without Cause”) and Executive may, by written notice to the Board, immediately terminate his employment under this Agreement for at any time within ninety (90) days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”). ii. Subject to Section 12 of this Agreement, in the event of termination under this Section 11(f), Executive shall be entitled to receive his base salary in effect as of his termination date for the remaining term of the Agreement paid in one lump sum within ten (10) calendar days of such termination. Also, in such event, Executive shall, for the remaining term of the Agreement, receive the benefits he would have received during the remaining term of the Agreement under any retirement programs (whether tax-qualified or non-qualified) in which Executive participated prior to his termination (with the amount of the benefits determined by reference to the benefits received by the Executive or accrued on his behalf under such programs during the twelve (12) months preceding his termination) and continue to participate in any benefit plans of the Association or the Company or its subsidiaries that provide health (including medical and dental), or life insurance, or similar coverage upon terms no less favorable than the most favorable terms provided to senior executives of the Company or its subsidiaries during such period. In the event that the Company is or the Association are unable to provide such coverage by reason of Executive no longer being an employee, the Company or its subsidiaries shall provide Executive with comparable coverage on an individual policy basis. iii. For purposes of this Agreement “Good Reason” shall mean the occurrence of any of the following events without the Executive’s consent:

Without Cause or With Good Reason. i. In addition to termination pursuant to Sections 11(a) through 11(e), the Board may, by written notice to Executive, immediately terminate his employment at any time for a reason other than Cause (a termination “Without Cause”) and Executive may, by written notice to the Board, immediately terminate his employment under this Agreement for at any time within ninety (90) days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”). ii. Subject to Section 12 of this Agreement, in the event of termination under this Section 11(f), Executive shall be entitled to receive his base salary in effect as of his termination date for the remaining term of the Agreement paid in one lump sum within ten (10) calendar days of such termination. Also, in such event, Executive shall, for the remaining term of the Agreement, receive the benefits he would have received during the remaining term of the Agreement under any retirement programs (whether tax-qualified or non-qualified) in which Executive participated prior to his termination (with the amount of the benefits determined by reference to the benefits received by the Executive or accrued on his behalf under such programs during the twelve (12) months preceding his termination) and continue to participate in any benefit plans of the Company or its subsidiaries that provide health (including medical and dental), or life insurance, or similar coverage upon terms no less favorable than the most favorable terms provided to senior executives of the Company or its subsidiaries during such period. In the event that the Company is unable to provide such coverage by reason of Executive no longer being an employee, the Company or its subsidiaries shall provide Executive with comparable coverage on an individual policy basis. iii. For purposes of this Agreement “Good Reason” shall mean the occurrence of any of the following events without the Executive’s consent:

Without Cause or With Good Reason. i. In addition to termination pursuant to Sections 11(a) through 11(e), the Board may, by written notice to Executive, immediately terminate his employment at any time for a reason other than Cause (a termination “Without Cause”) and Executive may, by written notice to the Board, immediately terminate his employment under this Agreement for at any time within ninety (90) days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”). ii. Subject to Section 12 of this Agreement, in the event of termination under this Section 11(f), Executive shall be entitled to receive his base salary in effect as of his termination date for the remaining term of the Agreement paid in one lump sum within ten (10) calendar days of such termination. Also, in such event, Executive shall, for the remaining term of the Agreement, receive the benefits he would have received during the remaining term of the Agreement under any retirement programs (whether tax-qualified or non-qualified) in which Executive participated prior to his termination (with the amount of the benefits determined by reference to the benefits received by the Executive or accrued on his behalf under such programs during the twelve (12) months preceding his termination) and continue to participate in any benefit plans of the Company or its subsidiaries and the Bank that provide health (including medical and dental), life or life disability insurance, or similar coverage coverage, upon terms no less favorable than the most favorable terms provided to senior executives of the Company or its subsidiaries and the Bank during such period. In the event that the Company is and the Bank are unable to provide such coverage by reason of because Executive is no longer being an employee, the Company or its subsidiaries and the Bank shall provide Executive with comparable coverage on an individual policy basis. iii. For purposes of this Agreement “Good Reason” shall mean the occurrence of any of the following events without the Executive’s consent:

Without Cause or With Good Reason. i. In addition to termination pursuant to Sections 11(a) through 11(e), ) the Board may, by written notice to Executive, immediately terminate his employment at any time for a reason other than Cause (a termination “Without Cause”) and Executive may, by written notice to the Board, immediately terminate his employment under this Agreement at any time for “Good Reason,” (as defined below (a termination “With Good Reason”below). ii. Subject to Section 12 of this Agreement, in the event of termination under this Section 11(f), Executive shall be entitled to receive an amount equal to (i) his base salary in effect as of his termination date for the remaining term of the Agreement paid in one lump sum within ten (10) calendar days of such termination. Also, in such event, Executive shall, for the remaining term of the Agreement, receive and (ii) the value of the benefits he would have received during the remaining term of the Agreement under any retirement programs (whether tax-qualified or non-qualified) in which Executive participated prior to his termination (with the amount of the benefits determined by reference to the benefits received by the Executive or accrued on his behalf under such programs during the twelve (12) months preceding his termination), payable in a single cash lump sum distribution within ten (10) and calendar days following such termination. In addition, the Executive shall continue to participate in any benefit plans of the Company or its subsidiaries affiliates that provide health (including life insurance and non-taxable medical and dental), or life dental insurance, or similar coverage upon terms no less favorable than the most favorable terms provided to senior executives of the Company or its subsidiaries affiliates during such period. In the event that the Company is or its affiliates are unable to provide such coverage by reason of Executive no longer being an employee, the Company or its subsidiaries shall provide pay the Executive with comparable coverage on an individual policy basisthe value of such benefits in a single cash lump sum distribution within ten (10) calendar days following his termination. iii. For purposes of this Agreement “Good Reason” shall mean the occurrence of any of the following events without the Executive’s consent:

Without Cause or With Good Reason. i. In addition to termination pursuant to Sections 11(a) through 11(e)) the Board, the Board may, by written notice to Executive, immediately terminate his employment at any time for a reason other than Cause (a termination “"Without Cause”") and Executive may, by written notice to the Board, immediately terminate his employment under this Agreement for “at any time within ninety (90) days following an event constituting "Good Reason,” " as defined below (a termination “"With Good Reason”"). ii. Subject to Section 12 of this Agreement, in the event of termination under this Section 11(f), Executive shall be entitled to receive his base salary in effect as of his termination date for the remaining term of the Agreement paid in one lump sum within ten (10) calendar 10)calendar days of such termination. Also, in such event, Executive shall, for the remaining term of the Agreement, receive the benefits he would have received during the remaining term of the Agreement under any retirement programs (whether tax-tax- qualified or non-qualified) in which Executive participated prior to his termination (with the amount of the benefits determined by reference to the benefits received by the Executive or accrued on his behalf under such programs during the twelve (12) months preceding his termination) and continue to participate in any benefit plans of the Company or its subsidiaries and the Association that provide health (including medical and dental), life or life disability insurance, or similar coverage upon terms no less favorable than the most favorable terms provided to senior executives of the Company or its subsidiaries and the Association during such period. In the event that the Company is and the Association are unable to provide such coverage by reason of Executive no longer being an employee, the Company or its subsidiaries and the Association shall provide Executive with comparable coverage on an individual policy basis. iii. For purposes of this Agreement “Good Reason” shall mean the occurrence of any of the following events without the Executive’s consent:

Without Cause or With Good Reason. i. In addition to termination pursuant to Sections 11(a) 11a. through 11(e)11e., the Board may, by written notice to Executive, immediately terminate his employment at any time for a reason other than Cause (a termination “Without Cause”) and Executive may, by written notice to the Board, immediately terminate his employment under this Agreement for at any time within ninety (90) days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”). ii. Subject to Section 12 of this Agreement, in the event of termination under this Section 11(f), Executive shall be entitled to receive his base salary in effect as of his termination date for the remaining term of the Agreement paid in one lump sum within ten (10) calendar days of such termination. Also, in such event, Executive shall, for the remaining term of the Agreement, receive the benefits he would have received during the remaining term of the Agreement under any retirement programs (whether tax-qualified or non-qualified) in which Executive participated prior to his termination (with the amount of the benefits determined by reference to the benefits received by the Executive or accrued on his behalf under such programs during the twelve (12) months preceding his termination) and continue to participate in any benefit plans of the Company or its subsidiaries and the Bank that provide health (including medical and dental), life or life disability insurance, or similar coverage coverage, upon terms no less favorable than the most favorable terms provided to senior executives of the Company or its subsidiaries and the Bank during such period. In the event that the Company is and the Bank are unable to provide such coverage by reason of because Executive is no longer being an employee, the Company or its subsidiaries and the Bank shall provide Executive with comparable coverage on an individual policy basis. iii. For purposes of this Agreement “Good Reason” shall mean the occurrence of any of the following events without the Executive’s consent:

Without Cause or With Good Reason. i. In addition to termination pursuant to Sections 11(a) through 11(e), the Board may, by written notice to Executive, immediately terminate his employment at any time for a reason other than Cause (a termination “Without Cause”) and Executive may, by written notice to the Board, immediately terminate his employment under this Agreement for at any time within ninety (90) days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”). ii. Subject to Section 12 of this Agreement, in the event of termination under this Section 11(f), Executive shall be entitled to receive his base salary in effect as of his termination date for the remaining term of the Agreement paid in one lump sum within ten (10) calendar days of such termination. Also, in such event, Executive shall, for the remaining term of the Agreement, receive the benefits he would have received during the remaining term of the Agreement under any retirement programs (whether tax-qualified or non-qualified) in which Executive participated prior to his termination (with the amount of the benefits determined by reference to the benefits received by the Executive or accrued on his behalf under such programs during the twelve (12) months preceding his termination) and continue to participate in any benefit plans of the Company or its subsidiaries and the Bank that provide health (including medical and dental), life or life disability insurance, or similar coverage coverage, upon terms no less favorable than the most favorable terms provided to senior executives of the Company or its subsidiaries and the Bank during such period. In the event that the Company is and the Bank are unable to provide such coverage by reason of Executive no longer being an employee, the Company or its subsidiaries and the Bank shall provide Executive with comparable coverage on an individual policy basis. iii. For purposes of this Agreement “Good Reason” shall mean the occurrence of any of the following events without the Executive’s consent:

Without Cause or With Good Reason. i. In addition to termination pursuant to Sections 11(a) through 11(e)) the Board, the Board may, by written notice to Executive, immediately terminate his employment at any time for a reason other than Cause (a termination “"Without Cause”") and Executive may, by written notice to the Board, immediately terminate his employment under this Agreement for “at any time within ninety (90) days following an event constituting "Good Reason,” " as defined below (a termination “"With Good Reason”"). ii. Subject to Section 12 of this Agreement, in the event of termination under this Section 11(f), Executive shall be entitled to receive his a payment equal to the base salary in effect as of (determined by reference to the Executive's base salary on the termination date) and bonuses (determined by reference to the Executive's average bonus over the three (3) years preceding his termination date for or such lesser period as he was employed by the Bank) that would otherwise have been payable over the remaining term of the Agreement Agreement. Such amount shall be paid in one lump sum within ten (10) calendar days of such termination. Also, in such event, Executive shall, for the remaining term of the Agreement, receive the benefits he would have received during the remaining term of the Agreement under any retirement programs (whether tax-qualified or non-qualified) in which Executive participated prior to his termination (with the amount of the benefits determined by reference to the benefits received by the Executive or accrued on his behalf under such programs during the twelve (12) months preceding his termination) and continue to participate in any benefit plans of the Company or its subsidiaries and the Bank that provide health (including medical and dental), or life insurancelife, or similar coverage upon terms no less favorable than the most favorable terms provided to senior executives of the Company or its subsidiaries and the Bank during such period. In the event that the Company is and the Bank are unable to provide such coverage by reason of Executive no longer being an employee, the Company or its subsidiaries and the Bank shall provide Executive with comparable coverage on an individual policy basis. iii. For purposes of this Agreement “Good Reason” shall mean the occurrence of any of the following events without the Executive’s consent:

Without Cause or With Good Reason. i. In addition to termination pursuant to Sections 11(a) through 11(e)) the Board, the Board may, by written notice to Executive, immediately terminate his employment at any time for a reason other than Cause (a termination “"Without Cause”") and Executive may, by written notice to the Board, immediately terminate his employment under this Agreement for “at any time within ninety (90) days following an event constituting "Good Reason,” " as defined below (a termination “"With Good Reason”"). ii. Subject to Section 12 of this Agreement, in the event of termination under this Section 11(f), Executive shall be entitled to receive his a payment equal to the base salary in effect as of (determined by reference to the Executive's base salary on the termination date) and bonuses (determined by reference to the Executive's average bonus over the three (3) years preceding his termination date for or such lesser period as he was employed by the Association) that would otherwise have been payable over the remaining term of the Agreement Agreement. Such amount shall be paid in one lump sum within ten (10) calendar days of such termination. Also, in such event, Executive shall, for the remaining term of the Agreement, receive the benefits he would have received during the remaining term of the Agreement under any retirement programs (whether tax-qualified or non-qualified) in which Executive participated prior to his termination (with the amount of the benefits determined by reference to the benefits received by the Executive or accrued on his behalf under such programs during the twelve (12) months preceding his termination) and continue to participate in any benefit plans of the Company or its subsidiaries and the Association that provide health (including medical and dental), or life insurancelife, or similar coverage upon terms no less favorable than the most favorable terms provided to senior executives of the Company or its subsidiaries and the Association during such period. In the event that the Company is and the Association are unable to provide such coverage by reason of Executive no longer being an employee, the Company or its subsidiaries and the Association shall provide Executive with comparable coverage on an individual policy basis. iii. For purposes of this Agreement “Good Reason” shall mean the occurrence of any of the following events without the Executive’s consent:

Without Cause or With Good Reason. i. In addition to termination pursuant to Sections 11(a) 11a. through 11(e)11e., the Board may, by written notice to Executive, immediately terminate his employment at any time for a reason other than Cause (a termination “Without Cause”) and Executive may, by written notice to the Board, immediately terminate his employment under this Agreement for at any time within ninety (90) days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”). ii. Subject to Section 12 of this Agreement, in the event of termination under this Section 11(f)11f., Executive shall be entitled to receive his base salary in effect as of his termination date for the remaining term of the Agreement paid in one lump sum within ten (10) calendar days of such termination. Also, in such event, Executive shall, for the remaining term of the Agreement, receive the benefits he would have received during the remaining term of the Agreement under any retirement programs (whether tax-qualified or non-qualified) in which Executive participated prior to his termination (with the amount of the benefits determined by reference to the benefits received by the Executive or accrued on his behalf under such programs during the twelve (12) months preceding his termination) and continue to participate in any benefit plans of the Company or its subsidiaries and the Bank that provide health (including medical and dental), ) or life insurance, or similar coverage coverage, upon terms no less favorable than the most favorable terms provided to senior executives of the Company or its subsidiaries and the Bank during such period. In the event that the Company is and the Bank are unable to provide such coverage by reason of Executive no longer being an employee, the Company or its subsidiaries and the Bank shall provide Executive with comparable coverage on an individual policy basis. iii. For purposes of this Agreement “Good Reason” shall mean the occurrence of any of the following events without the Executive’s consent:

Without Cause or With Good Reason. i. In addition to termination pursuant to Sections 11(a) 11a. through 11(e)11e., the Board may, by written notice to Executive, immediately terminate his employment at any time for a reason other than Cause (a termination “"Without Cause”") and Executive may, by written notice to the Board, immediately terminate his employment under this Agreement for “at any time within ninety (90) days following an event constituting "Good Reason,” " as defined below (a termination “"With Good Reason”"). ii. Subject to Section 12 of this Agreement, in the event of termination under this Section 11(f), Executive shall be entitled to receive his base salary in effect as of his termination date for the remaining term of the Agreement paid in one lump sum within ten (10) calendar days of such termination. Also, in such event, Executive shall, for the remaining term of the Agreement, receive the benefits he would have received during the remaining term of the Agreement under any retirement programs (whether tax-qualified or non-qualified) in which Executive participated prior to his termination (with the amount of the benefits determined by reference to the benefits received by the Executive or accrued on his behalf under such programs during the twelve (12) months preceding his termination) and continue to participate in any benefit plans of the Company or its subsidiaries and the Bank that provide health (including medical and dental), life or life disability insurance, or similar coverage coverage, upon terms no less favorable than the most favorable terms provided to senior executives of the Company or its subsidiaries and the Bank during such period. In the event that the Company is and the Bank are unable to provide such coverage by reason of Executive no longer being an employee, the Company or its subsidiaries and the Bank shall provide Executive with comparable coverage on an individual policy basis. iii. For purposes of this Agreement “Good Reason” shall mean the occurrence of any of the following events without the Executive’s consent:

Without Cause or With Good Reason. i. In addition to termination pursuant to Sections 11(a) through 11(e)) the Board, the Board may, by written notice to Executive, immediately terminate his employment at any time for a reason other than Cause (a termination “"Without Cause”") and Executive may, by written notice to the Board, immediately terminate his employment under this Agreement for “at any time within ninety (90) days following an event constituting "Good Reason,” " as defined below (a termination “"With Good Reason”"). ii. Subject to Section 12 of this Agreement, in the event of termination under this Section 11(f), Executive shall be entitled to receive his base salary in effect as of his termination date for the remaining term of the Agreement paid in one lump sum within ten (10) calendar days of such termination. Also, in such event, Executive shall, for the remaining term of the Agreement, receive the benefits he would have received during the remaining term of the Agreement under any retirement programs (whether tax-qualified or non-qualified) in which Executive participated prior to his termination (with the amount of the benefits determined by reference to the benefits received by the Executive or accrued on his behalf under such programs during the twelve (12) months preceding his termination) and continue to participate in any benefit plans of the Company or its subsidiaries and the Association that provide health (including medical and dental), life or life disability insurance, or similar coverage upon terms no less favorable than the most favorable terms provided to senior executives of the Company or its subsidiaries and the Association during such period. In the event that the Company is and the Association are unable to provide such coverage by reason of Executive no longer being an employee, the Company or its subsidiaries and the Association shall provide Executive with comparable coverage on an individual policy basis. iii. For purposes of this Agreement “Good Reason” shall mean the occurrence of any of the following events without the Executive’s consent:

Without Cause or With Good Reason. i. In addition to termination pursuant to Sections 11(a) through 11(e), the Board may, by written notice to Executive, immediately terminate his employment at any time for a reason other than Cause (a termination “Without Cause”) and Executive may, by written notice to the Board, immediately terminate his employment under this Agreement for at any time within ninety (90) days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”). ii. Subject to Section 12 of this Agreement, in the event of termination under this Section 11(f), Executive shall be entitled to receive his base salary in effect as of his termination date for the remaining term of the Agreement paid in one lump sum within ten (10) calendar days of such termination. Also, in such event, Executive shall, for the remaining term of the Agreement, receive the benefits he would have received during the remaining term of the Agreement under any retirement programs (whether tax-qualified or non-qualified) in which Executive participated prior to his termination (with the amount of the benefits determined by reference to the benefits received by the Executive or accrued on his behalf under such programs during the twelve (12) months preceding his termination) and continue to participate in any benefit plans of the Company or its subsidiaries that provide health (including medical and dental), or life insurance, or similar coverage upon terms no less favorable than the most favorable terms provided to senior executives of the Company or its subsidiaries during such period. In the event that the Company is unable to provide such coverage by reason of Executive no longer being an employee, the Company or its subsidiaries shall provide Executive with comparable coverage on an individual policy basis. iii. For purposes of this Agreement “Good Reason” shall mean the occurrence of any of the following events without the Executive’s consent:

Without Cause or With Good Reason. i. In addition to termination pursuant to Sections 11(a) 11a. through 11(e)11e. the Boards, the Board may, by written notice to Executive, immediately terminate his employment at any time for a reason other than Cause (a termination “Without Cause”) and Executive may, by written notice to the Board, immediately terminate his employment under this Agreement for at any time within ninety (90) days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”).. US2008 7473109 3 ii. Subject to Section 12 of this Agreement, in the event of termination under this Section 11(f)11f., Executive shall be entitled to receive his base salary in effect as of his termination date for the remaining term of the Agreement paid in one lump sum within ten (10) calendar days of such termination. Also, in such event, Executive shall, for the remaining term of the Agreement, receive the benefits he would have received during the remaining term of the Agreement under any retirement programs (whether tax-qualified or non-qualified) in which Executive participated prior to his termination (with the amount of the benefits determined by reference to the benefits received by the Executive or accrued on his behalf under such programs during the twelve (12) months preceding his termination) and continue to participate in any benefit plans of the Company or its subsidiaries the Bank that provide health (including medical and dental), life or life disability insurance, or similar coverage upon terms no less favorable than the most favorable terms provided to senior executives of the Company or its subsidiaries and the Bank during such period. In the event that the Company is and the Bank are unable to provide such coverage by reason of Executive no longer being an employee, the Company or its subsidiaries and the Bank shall provide Executive with comparable coverage on an individual policy basis. iii. For purposes of this Agreement “a termination With Good Reason” Reason shall mean occur if the occurrence conditions stated in both clauses (x) and (y) of any of the following events without the Executive’s consentthis Section 11(f) are satisfied:

Without Cause or With Good Reason. i. In addition to termination pursuant to Sections 11(a) through 11(e)) the Boards, the Board may, by written notice to Executive, immediately terminate his employment at any time for a reason other than Cause (a termination “Without Cause”) and Executive may, by written notice to the BoardBoards, immediately terminate his employment under this Agreement for at any time within ninety (90) days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”). ii. Subject to Section 12 of this Agreement, in the event of termination under this Section 11(f), Executive shall be entitled to receive his base salary in effect as of his termination date for the remaining term of the Agreement paid in one lump sum within ten (10) calendar days of such termination. Also, in such event, Executive shall, for the remaining term of the Agreement, receive the benefits he would have received during the remaining term of the Agreement under any retirement programs (whether tax-qualified or non-qualified) in which Executive participated prior to his termination (with the amount of the benefits determined by reference to the benefits received by the Executive or accrued on his behalf under such programs during the twelve (12) months preceding his termination) and continue to participate in any benefit plans of the Company or its subsidiaries the Bank that provide health (including medical and dental), or life insurance, or similar coverage upon terms no less favorable than the most favorable terms provided to senior executives of the Company or its subsidiaries and the Bank during such period. In the event that the Company is and the Bank are unable to provide such coverage by reason of Executive no longer being an employee, the Company or its subsidiaries and the Bank shall provide Executive with comparable coverage on an individual policy basis. iii. For purposes of this Agreement “Good Reason” shall mean the occurrence of any of the following events without the Executive’s consent:

Without Cause or With Good Reason. i. (i) In addition to termination pursuant to Sections 11(a) through 11(e), the Board may, by written notice to Executive, immediately terminate his employment at any time for a reason other than Cause (a termination “Without Cause”) and Executive may, by written notice to the Board, immediately terminate his employment under this Agreement for at any time within ninety (90) days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”). (ii. ) Subject to Section 12 of this Agreement, in the event of termination under this Section 11(f), Executive shall be entitled to receive his base salary in effect as of his termination date for the remaining term of the Agreement paid in one lump sum within ten (10) calendar days of such termination. Also, in such event, Executive shall, for the remaining term of the Agreement, receive the benefits he would have received during the remaining term of the Agreement under any retirement programs (whether tax-qualified or non-qualified) in which Executive participated prior to his termination (with the amount of the benefits determined by reference to the benefits received by the Executive or accrued on his behalf under such programs during the twelve (12) months preceding his termination) and continue to participate in any benefit plans of the Company or its subsidiaries and the Bank that provide health (including medical and dental), life or life disability insurance, or similar coverage coverage, upon terms no less favorable than the most favorable terms provided to senior executives of the Company or its subsidiaries and the Bank during such period. In the event that the Company is and the Bank are unable to provide such coverage by reason of Executive no longer being an employee, the Company or its subsidiaries and the Bank shall provide Executive with comparable coverage on an individual policy basis. (iii. ) For purposes of this Agreement “a termination With Good Reason” Reason shall mean occur if the occurrence conditions stated in both clauses (x) and (y) of any of the following events without the Executive’s consentthis Section 11(f) are satisfied:

Without Cause or With Good Reason. i. In addition to termination pursuant to Sections 11(a) through 11(e)) the Boards, the Board may, by written notice to Executive, immediately terminate his employment at any time for a reason other than Cause (a termination “Without Cause”) and Executive may, by written notice to the Board, immediately terminate his employment under this Agreement for at any time within ninety (90) days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”). ii. Subject to Section 12 of this Agreement, in the event of termination under this Section 11(f), Executive shall be entitled to receive his base salary in effect as of his termination date for the remaining term of the Agreement paid in one lump sum within ten (10) calendar days of such termination. Also, in such event, Executive shall, for the remaining term of the Agreement, receive the benefits he would have received during the remaining term of the Agreement under any retirement programs (whether tax-qualified or non-qualified) in which Executive participated prior to his termination (with the amount of the benefits determined by reference to the benefits received by the Executive or accrued on his behalf under such programs during the twelve (12) months preceding his termination) and continue to participate in any benefit plans of the Company or its subsidiaries the Bank that provide health (including medical and dental), or life insurance, or similar coverage upon terms no less favorable than the most favorable terms provided to senior executives of the Company or its subsidiaries and the Bank during such period. In the event that the Company is and the Bank are unable to provide such coverage by reason of Executive no longer being an employee, the Company or its subsidiaries and the Bank shall provide Executive with comparable coverage on an individual policy basis. iii. For purposes of this Agreement “Good Reason” shall mean the occurrence of any of the following events without the Executive’s consent:

Without Cause or With Good Reason. i. In addition to termination pursuant to Sections 11(a) through 11(e)) the Board, the Board may, by written notice to Executive, immediately terminate his employment at any time for a reason other than Cause (a termination “Without Cause”) and Executive may, by written notice to the Board, terminate his employment under this Agreement for “Good Reason,” as defined below (a termination “With Good Reason”). ii. Subject to Section 12 of this Agreement, in the event of termination under this Section 11(f), Executive shall be entitled to receive his a payment equal to the base salary in effect as of (determined by reference to the Executive’s base salary on the termination date) and bonuses (determined by reference to the Executive’s average bonus over the three (3) years preceding his termination date for or such lesser period as he was employed by the Bank) that would otherwise have been payable over the remaining term of the Agreement Agreement. Such amount shall be paid in one lump sum within ten (10) calendar days of such termination. Also, in such event, Executive shall, for the remaining term of the Agreement, receive the benefits he would have received during the remaining term of the Agreement under any retirement programs (whether tax-qualified or non-qualified) in which Executive participated prior to his termination (with the amount of the benefits determined by reference to the benefits received by the Executive or accrued on his behalf under such programs during the twelve (12) months preceding his termination) and continue to participate in any benefit plans of the Company or its subsidiaries and the Bank that provide health (including medical and dental), or life insurancelife, or similar coverage upon terms no less favorable than the most favorable terms provided to senior executives of the Company or its subsidiaries and the Bank during such period. In the event that the Company is and the Bank are unable to provide such coverage by reason of Executive no longer being an employee, the Company or its subsidiaries and the Bank shall provide Executive with comparable coverage on an individual policy basis. iii. For purposes of this Agreement “Good Reason” shall mean the occurrence of any of the following events without the Executive’s consent:

Without Cause or With Good Reason. i. In addition to termination pursuant to Sections 11(a) through 11(e)) the Boards, the Board may, by written notice to Executive, immediately terminate his employment at any time for a reason other than Cause (a termination “"Without Cause”") and Executive may, by written notice to the BoardBoards, immediately terminate his employment under this Agreement for “at any time within ninety (90) days following an event constituting "Good Reason,” " as defined below (a termination “"With Good Reason”"). ii. Subject to Section 12 of this Agreement, in the event of termination under this Section 11(f), Executive shall be entitled to receive his base salary in effect as of his termination date for the remaining term of the Agreement paid in one lump sum within ten (10) calendar days of such termination. Also, in such event, Executive shall, for the remaining term of the Agreement, receive the benefits he would have received during the remaining term of the Agreement under any retirement programs (whether tax-qualified or non-qualified) in which Executive participated prior to his termination (with the amount of the benefits determined by reference to the benefits received by the Executive or accrued on his behalf under such programs during the twelve (12) months preceding his termination) and continue to participate in any benefit plans of the Company or its subsidiaries the Bank that provide health (including medical and dental), or life insurance, or similar coverage upon terms no less favorable than the most favorable terms provided to senior executives of the Company or its subsidiaries and the Bank during such period. In the event that the Company is and the Bank are unable to provide such coverage by reason of Executive no longer being an employee, the Company or its subsidiaries and the Bank shall provide Executive with comparable coverage on an individual policy basis. iii. For purposes of this Agreement “Good Reason” shall mean the occurrence of any of the following events without the Executive’s consent:

Without Cause or With Good Reason. i. In addition to termination pursuant to Sections 11(a) through 11(e)) the Board, the Board may, by written notice to Executive, immediately terminate his employment at any time for a reason other than Cause (a termination “"Without Cause”") and Executive may, by written notice to the Board, immediately terminate his employment under this Agreement for “at any time within ninety (90) days following an event constituting "Good Reason,” " as defined below (a termination “"With Good Reason”"). ii. Subject to Section 12 of this Agreement, in the event of termination under this Section 11(f), Executive shall be entitled to receive his a payment equal to the base salary in effect as of (determined by reference to the Executive's base salary on the termination date) and bonuses (determined by reference to the Executive's average bonus over the three (3) years preceding his termination date for or such lesser period as he was employed by the Bank) that would otherwise have been payable over the remaining term of the Agreement Agreement. Such amount shall be paid in one lump sum within ten (10) calendar days of such termination. Also, in such event, Executive shall, for the remaining term of the Agreement, receive the benefits he would have received during the remaining term of the Agreement under any retirement programs (whether tax-qualified or non-qualified) in which Executive participated prior to his termination (with the amount of the benefits determined by reference to the benefits received by the Executive or accrued on his behalf under such programs during the twelve (12) months preceding his termination) and continue to participate in any benefit plans of the Company or its subsidiaries Bank that provide health (including medical and dental), or life insurancelife, or similar coverage upon terms no less favorable than the most favorable terms provided to senior executives of the Company or its subsidiaries Bank during such period. In the event that the Company is Bank are unable to provide such coverage by reason of Executive no longer being an employee, the Company or its subsidiaries Bank shall provide Executive with comparable coverage on an individual policy basis. iii. For purposes of this Agreement “Good Reason” shall mean the occurrence of any of the following events without the Executive’s consent:

Without Cause or With Good Reason. i. (i) In addition to termination pursuant to Sections 11(a) through 11(e)) the Boards, the Board may, by written notice to Executive, immediately terminate his employment at any time for a reason other than Cause (a termination “Without Cause”) and Executive may, by written notice to the BoardBoards, terminate his employment under this Agreement for “Good Reason,” as defined below (a termination “With Good Reason”). (ii. ) Subject to Section 12 of this Agreement, in the event of termination under this Section 11(f), Executive shall be entitled to receive his base salary in effect as of his termination date for the remaining term of the Agreement paid in one lump sum within ten (10) calendar days of such termination. Also, in such event, Executive shall, for the remaining term of the Agreement, receive the benefits he would have received during the remaining term of the Agreement under any retirement programs (whether tax-qualified or non-qualified) in which Executive participated prior to his termination (with the amount of the benefits determined by reference to the benefits received by the Executive or accrued on his behalf under such programs during the twelve (12) months preceding his termination) and continue to participate in any benefit plans of the Company or its subsidiaries the Bank that provide health (including medical and dental), or life insurance, or similar coverage upon terms no less favorable than the most favorable terms provided to senior executives of the Company or its subsidiaries and the Bank during such period. In the event that the Company is and the Bank are unable to provide such coverage by reason of Executive no longer being an employee, the Company or its subsidiaries and the Bank shall provide Executive with comparable coverage on an individual policy basis. (iii. ) For the purposes of this Agreement “Good Reason” shall mean the occurrence of any of the following events without the Executive’s consent: