Executive Participants. Executive Participants shall receive Severance Pay in accordance with the formula specified in [Schedule A].

Executive Acknowledgments. The Executive acknowledges and agrees that # any and all loyalty obligations arising under Paragraph 18 were discussed with, and accepted by, the Executive prior to the commencement of the Executive’s employment as Executive Vice President and Chief Financial Officer; # the loyalty obligations arising under Paragraph 18 constitute a material inducement to the Company to enter into this Agreement and to agree to employ the Executive on the terms and conditions stated herein; # the loyalty obligations arising under Paragraph 18 are reasonable in time, territory, and scope, and in all other respects; # should any part or provision of any covenant be held invalid, void, or unenforceable in any court of competent jurisdiction, such invalidity, voidness, or unenforceability shall not render invalid, void, or unenforceable any other part or provision of this Agreement; and # if any portion of the foregoing provisions is found to be invalid or unenforceable by a court of competent jurisdiction because its duration, territory, definition of activities, or definition of information covered is considered to be invalid or unreasonable in scope, the invalid or unreasonable terms shall be redefined to carry out the Executive’s and the Company’s intent in agreeing to these restrictive covenants. These restrictive covenants shall be construed as agreements independent of any other provision in this Agreement and the existence of any claim or cause of action of the Executive against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the loyalty obligations arising under Paragraph 18.

By Executive. Notwithstanding any other provision of this Agreement, Executive may terminate Executive’s employment with the Company upon delivery of a Notice of Termination to the Company at least ninety (90) days prior to the Date of Termination (which the Company may, in its sole discretion, make effective earlier than the date set forth in the Notice of Termination provided, that any due compensation to the Executive shall remain as of the original Date of Termination). The Company may require that Executive not come to work during the notice period and may assign one or more of Executive’s duties and authority to one or more other individuals. In the event Company requires that Executive not come to work during the notice period, Company shall continue to pay Executive as if Executive were working.

​ hereby employs Executive as a Managerial Employee. Executive’s employment is at will. As an at-will Employee, the Executive has the right to voluntarily terminate his/her employment at any time, and with or without advance notice, subject to the terms and conditions herein in this Agreement. ​ also has the option to involuntarily terminate the Executive’s employment at any time, with or without cause, and with or without advance notice, subject to the terms and conditions herein in this Agreement.

Executive Participant. The term “Executive Participant” means any Participant who is the Chief Executive Officer, an Executive Vice President or a Senior Vice President of the Company.

Executive Acknowledgement. Executive confirms and represents to the Company that he has had the opportunity to obtain the advice of legal counsel, financial and tax advisers, and such other professionals as he deems necessary for entering into this Agreement, and he has not relied upon the advice of the Company or the Company’s officers, directors, or employees.

Specified Executive. Notwithstanding any other provision of this Agreement to the contrary, because Executive is considered a “specified employee” for purposes of Code Section 409A, any payment that constitutes “deferred compensation” within the meaning of Code Section 409A that is otherwise due to Executive as a result of such Executive’s “separation from service” under this Agreement during the six (6)-month period immediately following Executive’s “separation from service” shall be accumulated and paid to Executive on the first day of the seventh month following such “separation from service” (“Delayed Payment Date”), provided that if Executive dies prior to the payment of such amounts, such amounts shall be paid to the personal representative of Executive’s estate on the first to occur of the Delayed Payment Date or ten (10) days following the date of Executive’s death.

Executive Accounts. The Administration Committee shall establish a book reserve account (“Account”) for each Executive. The Account shall be credited with such amounts as the Administration Committee deems necessary to calculate the Pension Plan- and ESSOP-related benefits payable to the Executive as described in [Sections 4.1(a) and 4.1(b)])]. The unpaid balance of an Executive’s Account shall be credited with interest at the same time and at the same rate as Pension Plan participants’ account balances are so credited. As a result of the Pension Plan’s termination, effective ​, the unpaid balance of an Executive’s Account shall be credited each year with an interest at a rate equal to the average of the interest rates used by the Pension Plan during the five-year period ending on ​. The Executive’s Account balance, including any such interest, is hereinafter referred to as the Executive’s “Benefit.”

Executive Benefits. Executive shall be eligible to participate in all Executive benefit plans, policies, programs, or perquisites in which other ​ executive or officers participate, including future benefit plans and the ​ Stock Option program. The terms and conditions of Executive's participation in ​’s Executive benefit plans, policies, programs, or perquisites shall be governed by the terms of each such plan, policy, or program.

Termination By Executive. Executive may, at any time upon written notice to Employer, immediately terminate his employment for Good Reason. For purposes of this Agreement, “Good Reason” shall mean # breach of this Agreement by Employer in any material respect, # any material adverse change in Executive’s status or position as the Senior Vice President and Chief Financial Officer of Employer and Bank, including, without limitation, as a result of a material diminution of his duties or responsibilities, # any removal of Executive from, or any failure to reappoint or re-elect him to, any such position (except in connection with the termination of his employment pursuant to [Section 4] or [Section 5(a)], or [Section 5(c)], or by him for other than Good Reason); or # any material change in the geographic location at which Executive must perform his duties under this Agreement.