COBRA: Medical continuation coverage elected under the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985. Participants shall be eligible to receive medical continuation coverage under COBRA for the number of months provided under Article IV without payment of the applicable premium if the Participant is otherwise eligible for, and timely elects, COBRA medical continuation coverage. The Participant shall be responsible for any additional months of COBRA coverage elected beyond the months of COBRA provided by the Corporation under this Plan. The Participant may also enroll in other applicable COBRA coverage (e.g. dental and/or the health care spending accounts); however, the Participant shall be responsible for and must pay the COBRA premium for such coverage.

Termination Without Cause or for Good Reason. If during the Employment Term, Executive's employment with the Company is terminated by the Company without Cause, or by Executive for Good Reason, Executive shall be entitled to receive # a lump sum payment equal to Executive's accrued and unpaid salary as of the Termination Date (collectively the "Accrued Benefits") and # a cash amount equivalent to the gross amount of Executive's monthly COBRA premiums for health insurance, based on Executive's current elections, for a period of twelve (12) months payable in a lump sum payment on the sixtieth (60th) day following the Termination Date. It will be Executive's responsibility to timely elect COBRA and to make any and all required payments to maintain coverage under COBRA (the "COBRA Payment"). In addition to the COBRA Payment, Executive's outstanding Equity Awards shall vest as may be provided in the terms of the applicable Equity Award grant agreements, and Executive shall be entitled to a cash severance payment, payable in a lump sum payment on the sixtieth (60th) day following the Termination Date, which will be determined as follows (the "Severance Payment"):

(A) if the Executive (or any of Executive’s eligible dependents) elects continuation coverage under the Company’s medical, dental and/or vision plans pursuant to COBRA, reimbursement for the Executive’s (and any such eligible dependent’s) COBRA premium payments (provided such reimbursement does not result in any taxes or penalties for the Company) until the earlier of # the Executive’s eligibility for any such coverage under another employer’s or any other medical plan or # the date that is twelve (12) months following such termination of employment (such period, the “COBRA Period”), with each such COBRA reimbursement being made by the Company to the Executive within thirty (30) days following the payment of any such COBRA premiums by the Executive (and any such eligible dependent) (the “COBRA Reimbursements”); or # if the Executive (or any of Executive’s eligible dependents) elects continuation coverage under the Company’s medical, dental and/or vision plans pursuant to COBRA but the COBRA Reimbursements would result in taxes or penalties for the Company, monthly cash payments, with each such monthly cash payment being equal to the Executive’s (and any such eligible dependent’s) monthly COBRA premium payments during the COBRA Period, which shall be paid by the Company to the Executive on the first payroll date of each month following the month with respect to which the Executive’s (and any such eligible dependent’s) monthly COBRA premiums were paid during the COBRA Period (the “Substitute Payments”); and

Lump-Sum Payment in Lieu of COBRA Health Benefit. If you are subject to an Involuntary Termination, the Company may elect, at its sole discretion and in lieu of any payment obligations of the Company under [Section 9(c)] hereof, to pay you a lump-sum amount equal to the product of # six (6) months and # the amount per month the Company was paying on behalf of you and your eligible dependents with respect to the Company’s health insurance plans in which you and your eligible dependents were participants as of the date of your Separation. Subject to the Company’s having first received an effective Release pursuant to [Section 9(a)] above, such payment will be made within 60 days after your Separation; however, if such 60-day period spans two calendar years, then the payment will be made in the second calendar year.

Employee’s coverage under ​’s health and all other employee benefit programs will end January 31, 2015. If the Employee elects COBRA coverage with respect to ​’s health plan, then ​ will pay the Employee’s COBRA payments for the months of February, 2015 and March, 2015, after which the Employee will be solely responsible for the continued payment of monthly COBRA premiums.

if you timely elect continued coverage under COBRA for yourself and your covered dependents under the Company’s group health plans following such termination, then the Company will pay the COBRA premiums necessary to continue your health insurance coverage then in effect for yourself and your eligible dependents, as and when due to the insurance carrier or COBRA administrator (as applicable), until the earliest of # the close of the 9 month period following your Separation from Service, # the expiration of your eligibility for the continuation coverage under COBRA, or # the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment (such period from the termination date through the earliest of [(1) through (3)], the “COBRA Payment Period”). However, if at anytime the Company determines, in its sole discretion, that the payment of the COBRA premiums would result in a violation of the

You’ll be notified of your ability to elect continued medical, dental, and vision coverage from the Company, as required by the COBRA continuation requirements of federal law. The severance payment period during which medical, dental, and vision coverage continue won’t count against the maximum period during which you may continue these coverages under COBRA. That is, after your severance pay ends, COBRA continuation may be elected for the maximum period that applies.

You may use your Health Benefits Payment in whatever way you choose. In other words, you do not have to use your Health Benefits Payment to help pay for COBRA continuation coverage. If you do decide to cover yourself and eligible dependents, if any, on a COBRA continuation coverage basis, then you must apply for and pay for such coverage yourself. It will not be provided to you automatically.

If Lammersfeld was covered by the Bank's group health and/or dental insurance plans as of the Separation Date, and Lammersfeld timely elects COBRA continuation coverage, then the Bank will pay toward such COBRA continuation coverage and reimburse Lammersfeld at least monthly, an amount equal to the difference between the total cost of premiums for COBRA coverage and the Bank's normal employee share of health and/or dental insurance premiums, for the period beginning as of the first of the month following the Separation Date and expiring and ending on the earlier to occur of: # the end of the fifteenth # month following the date of the severance payment; or # the date on which Lammersfeld becomes eligible for other group health and/or dental insurance coverage. Lammersfeld will be responsible for timely payment of the full cost of premiums toward COBRA coverage pursuant to the mandates of COBRA. During such period of Bank-subsidized COBRA coverage, Lammersfeld agrees and acknowledges that the Bank's reimbursement towards such coverage shall be reported as taxable compensation to Lammersfeld. Should Lammersfeld wish to continue COBRA coverage after the period of time during which the Bank subsidizes such coverage under this Paragraph 3(B), Lammersfeld acknowledges and agrees that he will be solely responsible for payment of any and all amounts required to continue coverage in accordance with the mandates of COBRA. Lammersfeld agrees that within five (5) calendar days of becoming eligible for other group health or dental insurance, he will inform the Bank of such fact in writing;

Medical/Dental Coverage: The Employers shall make the payments for COBRA Premiums provided for in [Section 4.3] of the Plan, beginning on the Participant's COBRA start date, for the COBRA Severance Period set forth below: