Termination by Executive other than for Good Reason

Termination Without Cause or Resignation for Good Reason Upon or After a Change of Control.

Termination by the Bank Without Cause or by Executive for Good Reason – No Change in Control. If, during the Term, Executive’s employment is terminated by the Bank without Cause, or by Executive for Good Reason, and such termination is not in connection with a Change in Control (as defined below), then:

A termination by Executive (a separation, including a voluntary retirement, initiated by Executive other than per a request described in subsection # above), other than for Good Reason within twelve (12) months following a Change in Control, shall not be a Qualifying Reason under this Agreement.

Good Reason. The Executive’s employment may be terminated by the Executive either with or without Good Reason. For purposes of this Agreement, “Good Reason” shall have the meaning set forth in the General Severance Plan or, if the Executive’s termination occurs within twenty-four (24) months following a Change in Control, the meaning set forth in the Change in Control Severance Plan.

Termination by Company Without Cause or by Executive For Good Reason Following a Change of Control. In the event that a Change of Control (as defined below) occurs and within a period of one (1) year following the Change of Control, or ninety (90) days preceding the earlier to occur of a Change of Control or the execution of a definitive agreement the consummation of which would result in a Change of Control, Executive’s employment is terminated other than for Cause, or Executive terminates Executive’s employment for Good Reason, then, in addition to the Accrued Obligations and any accrued and unpaid Annual Performance Bonus for the prior fiscal year, Executive shall receive the following, subject to the terms and conditions described in Section 4(g) (including Executive’s execution of the Release):

Prior to a Change in Control Date, “Good Reason” for the Executive’s resignation shall mean the occurrence of the following circumstance without the Executive’s prior written consent:

a termination by Executive for Good Reason within twelve (12) months following a Change in Control; or

Following a Change in Control Date, “Good Reason” for the Executive’s resignation shall also include the occurrence of any of the following circumstances without the Executive’s prior written consent:

Termination by Executive with Good Reason Unrelated to a Change of Control. Executive may terminate his employment with Good Reason by providing the Company thirty (30) days’ written notice setting forth in reasonable specificity the event that constitutes Good Reason, which written notice, to be effective, must be provided to the Company within thirty (30) days of the occurrence of such event. During such thirty (30) day notice period, the Company shall have a cure right (if curable), and if not cured within such period, Executive’s termination will be effective upon the expiration of such cure period, and, if such termination occurs outside of the Change of Control Period, Executive shall be entitled to the same payments and benefits as provided in Section 8(d) above for a termination by the Company without Cause, subject to the same conditions on payment and benefits as described in Section 8(d) above. Following such termination of Executive’s employment by Executive with Good Reason, except as set forth in this Section 8(e), Executive shall have no further rights to any compensation or any other benefits under this Agreement or otherwise.