Employer Retirement Restoration Account. The Employer shall establish and maintain on its books a notional Employer Retirement Restoration Account for each Participant who is credited with an Employer Retirement Restoration Credit.

Employer Retirement Restoration Credit. If a Participant is eligible to receive an Annual Employer Retirement Contribution under the Savings Plan for a Plan Year in respect of which the Participant receives Excess Earnings, then the Participant’s Employer Retirement Restoration Account shall be credited with an Employer Retirement Restoration Credit for such Plan Year in an amount equal to the product of the Retirement Contribution Percentage for such Plan Year multiplied by the Participant’s Excess Earnings for such Plan Year. Employer Retirement Restoration Credits shall be determined and credited as soon as administratively practicable following the end of the applicable Plan Year.

Notification of Subsequent Employer. You agree that the Company may notify any person or entity employing you or evidencing an intention of employing you of the existence and provisions of this Agreement.

The Employer shall require any successor or assignee, whether direct or indirect, by purchase, merger, consolidation or otherwise, to all or substantially all the business or assets of the Employer, the Bank or the Company, expressly and unconditionally to assume and agree to perform the Employer’s obligations under this Agreement, in the same manner and to the same extent that the Employer would be required to perform if no such succession or assignment had taken place.

Limited Release by Employer. Employer, and all of its past, present and future directors, officers, agents, attorneys, insurers, representatives, employees, parent or subsidiary business entities, and any person acting on behalf of or in concert with any of them, voluntarily release Employee, Employee’s heirs, executors, administrators, successors, and assigns, from any and all known claims which Employer has or may have against Employee as of the date of execution of this Agreement concerning Employee’s employment or the termination thereof.

Time and form of payment

Other Participating Employer Deferrals. A Participating Employer may, in its discretion and from time to time, and with the consent of the Company, credit a Participant’s Account with different or additional amounts of Company Retirement Deferrals for any reason as determined by the Participating Employer. Notwithstanding any provision herein to the contrary, the Committee may, with respect to such amounts, establish such terms and conditions as it deems appropriate.

Employer may terminate the employment of Employee hereunder for “good cause” (as defined below) immediately upon written notice.

Termination by Employer For Cause. If Executive is terminated for Cause: # Employer shall pay to Executive the Accrued Obligations, # Executive's participation in the Benefit Plans shall terminate as of the Termination Date, and # Employer shall have no further obligations to Executive under this Agreement, other than those provided in this Section 5.02. For purposes of this Agreement, "Cause" means: # Executive's failure to substantially perform Executive's duties with the Company (if Executive has not cured such failure to substantially perform, if curable, within thirty (30) days after Executive's receipt of written notice thereof from the Board that specifies the conduct constituting Cause under this clause (a)); # Executive's willful misconduct, or gross negligence in the performance of Executive's duties hereunder; # the conviction of Executive, or the entering by Executive of a guilty plea or plea of no contest with respect to, any crime that constitutes a felony or involves fraud, dishonesty or moral turpitude; # Executive's commission of an act of fraud, embezzlement or misappropriation against the Company; # Executive's material breach of the fiduciary duty owed by Executive to Company; # Executive's engaging in any improper conduct that has or is likely to have an adverse economic or reputational impact on the Company; or # Executive's material breach of this Agreement.

Covenant to Return Employer Property. Employee hereby represents and warrants that on or before April 8, 2016, Employee will return to the Employer all Employer property and documents in his possession including, but not limited to: Employer files, notes, records, computer equipment, peripheral and/or communication devices, electronic media containing computer recorded information, tangible property, credit cards, entry cards, pagers, identification badges, keys, and any other items provided to the Employee, and will otherwise remove all remaining personal effects from Employer’s Stamford, CT office. Notwithstanding the forgoing, Employer has made and will continue to make certain computer and related equipment available for Employee’s use in its Stamford, CT office, which equipment Employee agrees to leave in such office upon Employer’s 15-day notice that Employee can no longer access its Stamford, CT office.