Retirement Benefit. If the Executive provides prior written notice to the CEO of the Company of his intent to retire from his employment with the Company during the Employment Term, then notwithstanding that he does not have five years of service with Valley and his written notice does not meet the required period for notice, the Executive’s retirement shall be treated as a qualified Retirement under the Stock Plans and his award agreements. With respect to any performance restricted stock units, the units will remain outstanding after the executive’s retirement from his employment with the Corporation and the Bank and vest, or be forfeited, in accordance with the terms of the applicable award agreement and Stock Plan. If the Executive retires or announces his retirement prior to the meeting of the Compensation and Human Resources Committee awarding bonuses for 2017 performance, he nonetheless will be entitled to an equity award and cash bonus for his service in 2017, the amount of which shall be in the discretion of the Compensation and Human Resources Committee.

Accrued Benefit. The amount of the monthly pension payable to a

Survivor Benefit. In the event that Executive dies prior to the termination of the Employment Agreement, as well as prior to the attainment of full vesting under the Pension Plan and Pension SERP, Executive’s spouse shall be entitled to the benefits described in Section 5 of this Agreement based upon Executive’s benefit accrual service earned as of his date of death. Such benefits shall be paid to Executive’s spouse in the same amount and in the same form, and at the same time, all as prescribed under [Section 3A.1] of the Pension SERP.

Benefit/Assignment. Subject to provisions herein to the contrary, this Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their respective legal representatives, successors, and assigns; provided, however, that Loggenberg may not assign this Agreement or any or all of Loggenberg's rights or obligations hereunder without the prior written consent of the [[Organization B:Organization]].

Benefit Plans. During the term of this Agreement, Executive shall be entitled to participate, at a level commensurate with his position, in all benefit plans Employer presently has or hereafter adopts for its officers or employees, including (without limitation) directors’ and officers’ liability insurance, pension, profit sharing, stock option or any group life or health insurance, hospitalization or other similar plans, any eligibility or waiting periods to be waived to the extent feasible.

of this [Section 6.02(a)], present value for the Beneficiary of a deceased Participant who entered the Program before July 1, 2006 and commenced payment prior to August 12, 2015,shall be determined assuming that the Beneficiary lives the number of years equal to his or her Life Expectancy on the date of death of the Participant.

Benefit Payments. The benefit under this Article 6 shall be paid to the deceased Participant's Beneficiary, or, if no such Beneficiary, to the Participant's estate, in a single lump sum payment as of the first of the month following the date of the Participant's death, and the provisions of Article 4 regarding payment to a Specified Employee and the 5-year delay of payments following certain elections shall be disregarded for purposes of the payment of benefits pursuant to this Article 6.

ESBP Benefit. “ESBP Benefit” means the actuarial lump sum present value of a Participant’s survivor benefit under the ESBP determined as of a particular determination date under [Section 3.4] but without regard to whether the Participant had experienced either an “early retirement” or “normal retirement” under the Target Pension Plan as provided under the ESBP. The present value of such survivor benefit will be determined by the Company in its sole and absolute discretion based on such interest rates, mortality factors and other assumptions deemed appropriate by the Company.

SPP Benefit. “SPP Benefit” means the amount determined under Appendix A.

Small Benefit. Subject to Section 6.3, in the event that the vested Account balance of a Participant who has died or experienced a Termination of Employment under the Plan is less than the applicable dollar amount under Code section 402(g)(1)(B) for that Plan Year as of the date on which the Plan Administrator makes such determinations, the Plan Administrator (on behalf of the Company) reserves the right to have the Participant’s entire Account paid in the form of a single lump sum payment, provided the Plan Administrator’s exercise of discretion (on behalf of the Company) complies with the requirements of Treas. Reg. [Sec. 1.409A-3(j)(4)(v)])].